Frontier Group (NASDAQ: ULCC) CEO gets 117,371 performance units granted

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. reported that President & CEO James G. Dempsey received a new equity award of 117,371 Performance Stock Units on January 7, 2026, as disclosed in a Form 4 filing. Each unit represents a contingent right to receive one share of Frontier common stock.

The Performance Stock Units will cliff vest on the fourth anniversary of the grant date, as long as Dempsey continues serving the company through that date. The actual number of shares earned depends on stock price performance over the four-year period: a performance multiplier is calculated by dividing the average closing price at the end of the period (capped at $30.00 per share) by the average closing price at the beginning. There will be no payout if the average share price at the end of the performance period is below 50% of the beginning average price.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dempsey James G.

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	117,371	$0.00	--

Holdings After Transaction: Performance Stock Units — 117,371 shares (Direct)

Footnotes (1)

1. Each Performance Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Performance Stock Units will cliff vest on the fourth annual anniversary of the grant date, subject to the reporting person's continuing service to the Issuer through the date. The number of shares of Common Stock that will be earned, if any, is determined by a performance multiplier by dividing the average closing price of the Issuer's Common Stock as of the end of the four-year performance period (with a maximum capped at $30.00 per share) by the average closing price of the Issuer's Common Stock as of the beginning of the performance period. In addition, there will be no payout at the end of the performance period if the average share price is below 50% of the average share price as of the beginning of the performance period.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dempsey James G.

(Last) (First) (Middle)

C/O FRONTIER GROUP HOLDINGS, INC.

4545 AIRPORT WAY

(Street)

DENVER CO 80239

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Frontier Group Holdings, Inc. [ ULCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	01/07/2026		A		117,371		(2)	(2)	Common Stock	117,371	$0.00	117,371	D

Explanation of Responses:

1. Each Performance Stock Unit represents a contingent right to receive one share of Issuer Common Stock.

2. The Performance Stock Units will cliff vest on the fourth annual anniversary of the grant date, subject to the reporting person's continuing service to the Issuer through the date. The number of shares of Common Stock that will be earned, if any, is determined by a performance multiplier by dividing the average closing price of the Issuer's Common Stock as of the end of the four-year performance period (with a maximum capped at $30.00 per share) by the average closing price of the Issuer's Common Stock as of the beginning of the performance period. In addition, there will be no payout at the end of the performance period if the average share price is below 50% of the average share price as of the beginning of the performance period.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for James Dempsey	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Frontier Group (ULCC) disclose for its CEO?

Frontier Group Holdings, Inc. disclosed that President & CEO James G. Dempsey was granted 117,371 Performance Stock Units on January 7, 2026, each representing a contingent right to receive one share of common stock.

How do the Frontier (ULCC) Performance Stock Units granted to the CEO vest?

The Performance Stock Units granted to the CEO will cliff vest on the fourth annual anniversary of the grant date, provided he continues to serve the company through that date.

What determines how many Frontier (ULCC) shares the CEO ultimately receives from these Performance Stock Units?

The number of Frontier common shares earned is based on a performance multiplier, calculated by dividing the average closing price of the stock at the end of the four-year performance period (capped at $30.00 per share) by the average closing price at the beginning of the period.

Can the Frontier (ULCC) CEO receive no shares from these Performance Stock Units?

Yes. The filing states there will be no payout at the end of the performance period if the average Frontier share price is below 50% of the average share price at the beginning of the performance period.

How many derivative securities does the Frontier (ULCC) CEO hold after this grant?

Following the reported transaction, the CEO beneficially owns 117,371 derivative securities in the form of Performance Stock Units, held directly.

What is the exercise or purchase price of the Performance Stock Units granted to Frontier (ULCC) CEO?

The Form 4 shows an exercise or conversion price of $0.00 for the 117,371 Performance Stock Units, reflecting that they are earned based on performance conditions rather than purchased.