Frontier Group (NASDAQ: ULCC) CEO logs RSU vesting and tax share withholding

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. President & CEO James G. Dempsey reported routine equity compensation activity involving restricted stock units (RSUs) and related common stock on February 6 and February 8, 2026.

Previously granted RSUs vested and were settled into Frontier common stock, including 37,082 shares on February 6 and 24,150 plus 5,262 shares on February 8. The company withheld 11,690 shares at $5.65 and 6,943 and 1,512 shares at $6.52 solely to cover tax obligations, which the footnotes state do not represent sales by Dempsey. After these transactions, he directly owned 347,613 shares of Frontier common stock, and 74,166 RSUs remain, scheduled to vest in two substantially equal annual installments beginning on February 6, 2027. Certain RSUs were fully vested as of February 8, 2026.

Insider Trade Summary

66,494 shares exercised/converted

Mixed 9 txns

Insider Dempsey James G.

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	24,150	$0.00	--
Exercise	Restricted Stock Units	5,262	$0.00	--
Exercise	Common Stock	24,150	$0.00	--
Tax Withholding	Common Stock	6,943	$6.52	$45K
Exercise	Common Stock	5,262	$0.00	--
Tax Withholding	Common Stock	1,512	$6.52	$10K
Exercise	Restricted Stock Units	37,082	$0.00	--
Exercise	Common Stock	37,082	$0.00	--
Tax Withholding	Common Stock	11,690	$5.65	$66K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 350,806 shares (Direct)

Footnotes (1)

Relates solely to the settlement of previously granted Restricted Stock Units upon vesting. No shares were sold by the Reporting Person. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date. Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting on February 6, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person. Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting Person on February 8, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person. The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027. The Restricted Stock Units have fully vested as of February 8, 2026.

Form 4 Insider Transactions: What Each Field Means →

02/10/2026 - 04:27 PM

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
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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

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)
02/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2026		M⁽¹⁾		37,082	A	⁽²⁾	338,346	D
Common Stock	02/06/2026		F		11,690⁽³⁾	D	$5.65	326,656	D
Common Stock	02/08/2026		M⁽¹⁾		24,150	A	⁽²⁾	350,806	D
Common Stock	02/08/2026		F		6,943⁽⁴⁾	D	$6.52	343,863	D
Common Stock	02/08/2026		M⁽¹⁾		5,262	A	⁽²⁾	349,125	D
Common Stock	02/08/2026		F		1,512⁽⁴⁾	D	$6.52	347,613	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/06/2026		M			37,082	⁽⁵⁾	⁽²⁾	Common Stock	37,082	$0.00	74,166	D
Restricted Stock Units	⁽²⁾	02/08/2026		M			24,150	⁽⁶⁾	⁽²⁾	Common Stock	24,150	$0.00	0.00	D
Restricted Stock Units	⁽²⁾	02/08/2026		M			5,262	⁽⁶⁾	⁽²⁾	Common Stock	5,262	$0.00	0.00	D

Explanation of Responses:

1. Relates solely to the settlement of previously granted Restricted Stock Units upon vesting. No shares were sold by the Reporting Person.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date.

3. Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting on February 6, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting Person on February 8, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

5. The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027.

6. The Restricted Stock Units have fully vested as of February 8, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for James Dempsey	02/10/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Frontier Group (ULCC) CEO James Dempsey report in this Form 4?

James Dempsey reported the vesting and settlement of previously granted restricted stock units into Frontier common stock, along with share withholding for taxes. These activities reflect routine equity compensation events rather than open-market purchases or discretionary sales.

Were any Frontier Group (ULCC) shares sold by the CEO in this filing?

The footnotes state that no shares were sold by James Dempsey. Shares appearing with transaction code "F" were withheld by Frontier Group solely to satisfy tax withholding obligations related to RSU vesting and net share issuance to the CEO.

How many Frontier Group (ULCC) shares does the CEO own after these transactions?

After the reported transactions, James Dempsey directly owned 347,613 shares of Frontier Group common stock. This figure reflects RSU settlements into stock and tax-related share withholding recorded on February 6 and February 8, 2026.

What restricted stock unit (RSU) vesting did Frontier Group (ULCC) report for its CEO?

Previously granted RSUs vested and converted into common shares, including 37,082 units on February 6 and 24,150 plus 5,262 units on February 8. Each RSU represents a contingent right to receive one Frontier Group common share with no stated expiration date.

How many Frontier Group (ULCC) RSUs remain outstanding for the CEO and when do they vest?

Following the February 6, 2026 vesting event, 74,166 restricted stock units remain for James Dempsey. The filing notes these RSUs vest in two substantially equal annual installments beginning on February 6, 2027, providing future equity-based compensation.

What do the tax withholding transactions in the Frontier Group (ULCC) Form 4 mean?

Transactions coded "F" show Frontier Group withholding shares, at $5.65 and $6.52, to cover tax obligations from RSU vesting. The footnotes clarify these withheld shares do not represent market sales by CEO James Dempsey but an administrative tax settlement.