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Frontier (FYBR) CPO exits stock at $38.50 as Verizon merger closes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Frontier Communications Parent, Inc. Chief People Officer Alan Gardner reported the conversion of his equity awards in connection with the company’s merger with Verizon Communications Inc. At the merger’s Effective Time on January 20, 2026, each outstanding share of Frontier common stock was automatically converted into the right to receive $38.50 in cash per share, without interest.

Gardner’s holdings of common stock, time-based restricted stock units and performance-based restricted stock units were either vested and canceled for cash at $38.50 per underlying share or converted into unvested Verizon restricted stock units using an exchange ratio of 38.5/39.7141. The new Verizon awards generally retain the same terms and conditions that applied before the merger, aside from the removal of performance-based vesting for converted PSUs.

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Insider Gardner Alan
Role Chief People Officer
Type Security Shares Price Value
Disposition Performance-based Restricted Stock Unit 50,833 $0.00 --
Disposition Performance-based Restricted Stock Unit 18,579 $0.00 --
Disposition Common Stock 115,556 $0.00 --
Disposition Common Stock 14,704 $0.00 --
Disposition Common Stock 5,965 $0.00 --
Holdings After Transaction: Performance-based Restricted Stock Unit — 18,579 shares (Direct); Common Stock — 20,669 shares (Direct)
Footnotes (1)
  1. In connection with the terms of the Agreement and Plan of Merger, dated September 4, 2024 (the "Merger Agreement"), by and among the Issuer, Verizon Communications Inc. ("Parent"), France Merger Sub Inc., a wholly owned Subsidiary of Parent ("Merger Sub"), in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent upon the consummation of the merger on January 20, 2026 (the "Effective Time"). At the Effective Time, each outstanding share of Issuer common stock ("Share") was automatically converted into the right to receive an amount in cash equal to $38.50 per share, without interest. Represents the time-based restricted stock units ("RSUs") previously granted on March 13, 2023 and March 13, 2024, as well as a prorated portion of the RSUs granted on March 12, 2025 ("2025 RSUs"), which at the Effective Time were vested and canceled and the holder thereof became entitled to receive an amount in cash equal to the number of Shares underlying such award multiplied by $38.50. Represents the remaining portion of 2025 RSUs which, at the Effective Time, was converted into a number of unvested restricted stock units of Parent ("Parent RSUs") equal to the number of such RSUs multiplied by an exchange ratio equal to (38.5/39.7141), which was obtained by dividing the Merger Consideration by the five day volume weighted average price of Parent common stock ending with the second complete trading day immediately prior to the Effective Date (the "Exchange Ratio"). The Parent RSUs are subject to the same terms and conditions as applied to the RSUs prior to the Effective Time. Represents the performance-based restricted stock units ("PSUs") previously granted in respect of the 2024-2026 performance period, as well as a prorated portion of the PSUs previously granted in respect of the 2025-2027 performance period ("2025-2027 PSUs"), which at the Effective Time were vested and canceled and the holder thereof became entitled to receive an amount in cash equal to the number of Shares underlying such award multiplied by $38.50, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time. Represents the remaining portion of 2025-2027 PSUs which, at the Effective Time, was converted into a number of Parent RSUs equal to the number of such PSUs, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time, multiplied by the Exchange Ratio. The Parent RSUs are subject to the same terms and conditions as applied to the PSUs (excluding performance-based vesting conditions) prior to the Effective Time.
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
X
 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*
Gardner Alan
(Last) (First) (Middle)
C/O FRONTIER COMMUNICATIONS PARENT, INC.
1919 MCKINNEY AVENUE
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Frontier Communications Parent, Inc. [ FYBR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026
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
Common Stock 01/20/2026 D 115,556(1) D (2) 20,669 D
Common Stock 01/20/2026 D 14,704 D (3) 5,965 D
Common Stock 01/20/2026 D 5,965 D (4) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-based Restricted Stock Unit(5) $0 01/20/2026 D 50,833 (5) (5) Common Stock 50,833 $0 18,579 D
Performance-based Restricted Stock Unit(6) $0 01/20/2026 D 18,579 (6) (6) Common Stock 18,579 $0 0 D
Explanation of Responses:
1. In connection with the terms of the Agreement and Plan of Merger, dated September 4, 2024 (the "Merger Agreement"), by and among the Issuer, Verizon Communications Inc. ("Parent"), France Merger Sub Inc., a wholly owned Subsidiary of Parent ("Merger Sub"), in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent upon the consummation of the merger on January 20, 2026 (the "Effective Time").
2. At the Effective Time, each outstanding share of Issuer common stock ("Share") was automatically converted into the right to receive an amount in cash equal to $38.50 per share, without interest.
3. Represents the time-based restricted stock units ("RSUs") previously granted on March 13, 2023 and March 13, 2024, as well as a prorated portion of the RSUs granted on March 12, 2025 ("2025 RSUs"), which at the Effective Time were vested and canceled and the holder thereof became entitled to receive an amount in cash equal to the number of Shares underlying such award multiplied by $38.50.
4. Represents the remaining portion of 2025 RSUs which, at the Effective Time, was converted into a number of unvested restricted stock units of Parent ("Parent RSUs") equal to the number of such RSUs multiplied by an exchange ratio equal to (38.5/39.7141), which was obtained by dividing the Merger Consideration by the five day volume weighted average price of Parent common stock ending with the second complete trading day immediately prior to the Effective Date (the "Exchange Ratio"). The Parent RSUs are subject to the same terms and conditions as applied to the RSUs prior to the Effective Time.
5. Represents the performance-based restricted stock units ("PSUs") previously granted in respect of the 2024-2026 performance period, as well as a prorated portion of the PSUs previously granted in respect of the 2025-2027 performance period ("2025-2027 PSUs"), which at the Effective Time were vested and canceled and the holder thereof became entitled to receive an amount in cash equal to the number of Shares underlying such award multiplied by $38.50, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time.
6. Represents the remaining portion of 2025-2027 PSUs which, at the Effective Time, was converted into a number of Parent RSUs equal to the number of such PSUs, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time, multiplied by the Exchange Ratio. The Parent RSUs are subject to the same terms and conditions as applied to the PSUs (excluding performance-based vesting conditions) prior to the Effective Time.
/s/ Anne C. Meyer, under Power of Attorney 01/22/2026
** 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 insider transaction did FYBR Chief People Officer Alan Gardner report?

Alan Gardner reported the disposition of Frontier Communications Parent, Inc. common stock and equity awards on January 20, 2026, tied to the closing of the merger with Verizon. His shares and certain restricted stock units and performance-based units were either cashed out or converted into Verizon restricted stock units.

What cash consideration did FYBR shareholders receive in the Verizon merger?

At the Effective Time of the merger on January 20, 2026, each outstanding share of Frontier common stock was automatically converted into the right to receive $38.50 in cash per share, without interest. This amount also applied in calculating cash payments for vested restricted stock units and performance-based units underlying Frontier shares.

How were FYBR time-based RSUs held by Alan Gardner treated in the merger?

Time-based restricted stock units granted on March 13, 2023 and March 13, 2024, plus a prorated portion of the March 12, 2025 RSUs, vested and were canceled at the Effective Time. Gardner became entitled to cash equal to the number of underlying shares multiplied by $38.50 per share.

What happened to the remaining 2025 RSUs of FYBR in this filing?

The remaining portion of the 2025 restricted stock units was converted at the Effective Time into unvested Verizon restricted stock units. The number of new units was based on multiplying the remaining Frontier RSUs by an exchange ratio of 38.5/39.7141, and these new awards generally keep the same terms and conditions as before.

How were FYBR performance-based RSUs (PSUs) treated for Alan Gardner?

Performance-based restricted stock units for the 2024–2026 period and a prorated portion of the 2025–2027 PSUs vested and were canceled at the Effective Time. Gardner became entitled to cash equal to the number of underlying shares multiplied by $38.50, based on actual achievement of applicable performance goals measured at that time.

What happened to the remaining FYBR performance-based PSUs in this Form 4?

The remaining portion of the 2025–2027 performance-based PSUs was converted into Verizon restricted stock units. The number of units was determined by the number of such PSUs, based on actual performance goal attainment at the Effective Time, multiplied by the same exchange ratio of 38.5/39.7141.

Is the FYBR Form 4 transaction direct or indirect ownership for Alan Gardner?

The transactions reported for Alan Gardner in this Form 4 are listed as direct ownership. There is no footnote indicating that the reported securities were held by a separate entity or that he lacked voting or investment authority over them.