Item 1.01. Entry into a Material Definitive Agreement

On July 22, 2020, Spirit Airlines, Inc. (the "Company") entered into an equity distribution agreement (the "Agreement") with Morgan Stanley & Co. LLC, as distribution agent (the "Distribution Agent"), relating to the issuance and sale from time to time by the Company (the "ATM Program"), through the Distribution Agent, of up to 9,000,000 shares of the Company's common stock, par value $0.0001, per share (the "Shares"). Sales of the Shares, if any, under the Agreement will be made in sales deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), as agreed with the Distribution Agent. The Distribution Agent is not required to sell any specific number or dollar amount of Shares, but the Company has agreed that, in the event less than 4,000,000 Shares have been sold pursuant to the Agreement at the time of termination of such Agreement in accordance with its terms, the Company will reimburse the Distribution Agent for certain fees and expenses.

The Agreement includes customary representations, warranties and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Distribution Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Distribution Agent may be required to make with respect to any of those liabilities. The Company will pay the Distribution Agent for sales of our common stock a commission of up to 3.0% of the gross sales price per Share sold through the Distribution Agent.

The Shares to be sold under the Agreement, if any, will be issued and sold pursuant to the prospectus forming a part of the Company's shelf registration statement on Form S-3 (File No. 333-223127), which became effective upon filing by the Company with the Securities and Exchange Commission (the "SEC") on February 21, 2018 and a prospectus supplement dated July 22, 2020 related thereto. The Company plans to use the net proceeds from any sales pursuant to the Agreement for general corporate purposes.

The offering of common stock pursuant to the Agreement will terminate upon the earliest of (i) the issuance and sale of all common stock subject to the Agreement, (ii) February 21, 2021, or (iii) the termination of the Agreement by the Company or by the Distribution Agent.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference. In connection with the ATM Program, Debevoise & Plimpton LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits

  No.       Description

 1.1          Equity Distribution Agreement, dated as of July 22, 2020, between
            the Company and Morgan Stanley & Co. LLC.

 5.1          Opinion of Debevoise & Plimpton LLP.

23.1          Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1

104         Cover Page Interactive Data File (embedded within the Inline XBRL


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