Item 8.01 Other Events.

On January 24, 2023, Spirit Airlines, Inc. ("Spirit") announced an adjustment to the conversion rates of its 4.75% Convertible Senior Notes due 2025 (the "2025 Notes") and 1.00% Convertible Senior Notes due 2026 (the "2026 Notes").

On October 26, 2022, JetBlue Airways Corporation ("JetBlue") paid $2.50 in cash per outstanding share of Spirit's common stock, par value $0.0001 per share ("Common Stock"), to Spirit's stockholders of record on September 12, 2022 as a prepayment of merger consideration, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 28, 2022 (the "Merger Agreement"), by and among Spirit, JetBlue and Sundown Acquisition Corp. Additionally, on January 13, 2023, JetBlue announced that it will pay $0.10 in cash per outstanding share of Common Stock on January 31, 2023 to Spirit's stockholders of record on January 25, 2023 as a prepayment of merger consideration, pursuant to the terms of the Merger Agreement.

The conversion rate in respect of the 2025 Notes has been adjusted from 78.4314 shares to 88.7598 shares of Common Stock per $1,000 principal amount of 2025 Notes, and the conversion rate in respect of the 2026 Notes has been adjusted from 20.3791 shares to 23.0627 shares of Common Stock per $1,000 principal amount of 2026 Notes.

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