Barclays card deal lifts Frontier (ULCC) pre-purchased miles facility to $375M

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. reported that subsidiary Frontier Airlines, Inc. entered into a Seventh Amendment to its long-term co-branded credit card affinity agreement with Barclays Bank Delaware, which supports the Frontier loyalty program.

The amendment extends the term of the Credit Card Affinity Agreement from December 31, 2029 to June 30, 2037 and includes enhancements to the net compensation Frontier expects to earn, along with pre-paid consideration that was slightly better than anticipated and received before the end of June 2026.

Frontier’s pre-purchased miles facility linked to this program saw its aggregate maximum facility amount increased from $200 million to $375 million. The facility term was also extended to June 30, 2037, with any borrowed amounts required to be repaid beginning in June 2036 in 12 equal monthly installments, and certain financial covenants were amended.

Insights

Airline loyalty & financing analyst

Frontier locks in a longer, larger Barclays loyalty financing line.

Frontier has extended its co-branded credit card partnership with Barclays to June 30, 2037. The related pre-purchased miles facility rose from $200 million to $375 million, providing a bigger program-linked funding capacity tied to loyalty mileage sales.

The amendment includes enhanced net compensation and pre-paid consideration that was slightly better than anticipated, which suggests more favorable commercial terms for Frontier within this specific program. However, the overall impact on the company’s consolidated financial profile depends on actual card usage and borrowing under the facility.

The facility now requires repayment of any borrowed balances starting in June 2036 over 12 equal monthly installments, and certain financial covenants were amended. Future disclosures in regular financial reports will show how much of the $375 million capacity Frontier actually draws and how the revised covenants interact with its broader balance sheet.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Amendment date: June 24, 2026 Old facility maximum: $200 million New facility maximum: $375 million +3 more

6 metrics

Amendment date June 24, 2026 Date Frontier and Barclays entered the Seventh Amendment

Old facility maximum $200 million Prior aggregate maximum amount of pre-purchased miles facility

New facility maximum $375 million Revised aggregate maximum amount of pre-purchased miles facility

Old program term end December 31, 2029 Previous end date of Credit Card Affinity Agreement term

New program term end June 30, 2037 Extended term for Credit Card Affinity Agreement and facility

Repayment start June 2036 Borrowed amounts under facility repaid over 12 equal monthly installments

Key Terms

Credit Card Affinity Agreement, co-branded credit cardholders, pre-purchased miles facility, financial covenants, +1 more

5 terms

Credit Card Affinity Agreement financial

"Seventh Amendment (the “Seventh Amendment”) to the Amended and Restated Frontier Airlines, Inc. Credit Card Affinity Agreement"

co-branded credit cardholders financial

"grants certain benefits to co-branded credit cardholders (“Cardholders”)"

pre-purchased miles facility financial

"Frontier’s pre-purchased miles facility’s (the “Facility”) aggregate maximum facility amount increased"

financial covenants financial

"the Seventh Amendment amended certain of the Facility’s financial covenants"

Financial covenants are rules written into loan or bond agreements that require a company to keep certain financial measures within agreed limits—examples include minimum cash, maximum debt levels, or minimum profit margins. They act like guardrails for lenders: breaking a covenant can force renegotiation, trigger penalties or default, and quickly affect a company’s available cash and stock value, so investors watch them as early warning signs of financial stress.

forward-looking statements regulatory

"should be considered forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 04:03 PM Accepted by SEC EDGAR 06/30/2026 - 04:02 PM Learn about SEC filing dates

0001670076FALSE00016700762026-06-242026-06-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2026

___________________________________

Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-40304			46-3681866
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

4545 Airport Way

Denver, CO 80239

(720) 374-4550

(Address of principal executive offices, including zip code, and Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

ULCC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.    Entry into a Material Definitive Agreement.

On June 24, 2026, Frontier Airlines, Inc. (“Frontier”), a wholly owned subsidiary of Frontier Group Holdings, Inc. (the “Company”), and Barclays Bank Delaware (“Barclays”) entered into a Seventh Amendment (the “Seventh Amendment”) to the Amended and Restated Frontier Airlines, Inc. Credit Card Affinity Agreement (as amended, the “Credit Card Affinity Agreement”), pursuant to which members of the Company’s Frontier MilesTM loyalty program earn travel miles for making purchases using a FRONTIER Airlines World MasterCard® issued by Barclays. The Credit Card Affinity Agreement provides for joint marketing, grants certain benefits to co-branded credit cardholders (“Cardholders”) and allows Barclays to market using the Company’s customer database. Cardholders earn travel miles under the Frontier MilesTM program and the Company sells travel miles at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders.

Pursuant to the Seventh Amendment, the term of the Credit Card Affinity Agreement has been extended from December 31, 2029 to June 30, 2037. The Seventh Amendment also modifies certain other terms including but not limited to, enhancements to the net compensation expected to be earned by Frontier under the Credit Card Affinity Agreement as well as providing for pre-paid consideration, which was slightly better than anticipated and was received by Frontier prior to the end of June 2026.

In connection with the Seventh Amendment, Frontier’s pre-purchased miles facility’s (the “Facility”) aggregate maximum facility amount increased from $200 million to $375 million, with the actual facility size subject to certain program requirements measured on a semi-annual basis. Consistent with the Credit Card Affinity Agreement, the Seventh Amendment extended the term of the Facility to June 30, 2037 and requires payback of any borrowed amounts under the Facility beginning June 2036 in 12 equal monthly installments. Further, the Seventh Amendment amended certain of the Facility’s financial covenants.

The preceding description is qualified in its entirety by reference to the full text of the Seventh Amendment, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to the extent responsive to this Item 2.03.

Cautionary Statement Regarding Forward-Looking Statements and Information

Certain statements in this Current Report on Form 8-K should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Words such as “expects,” “will,” “strive,” “guidance” and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements that identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (including in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties disclosed from time to time in the Company’s other filings with the Securities and Exchange Commission. All forward-looking statements in this Current Report on Form 8-K are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									FRONTIER GROUP HOLDINGS, INC.
Date: June 30, 2026						By:			/s/ Howard M. Diamond
									Howard M. Diamond
									Executive Vice President, Legal and Corporate Affairs

FAQ

What agreement did Frontier Group Holdings (ULCC) amend with Barclays?

Frontier’s subsidiary amended its Credit Card Affinity Agreement with Barclays Bank Delaware. This deal supports the Frontier co-branded credit card, joint marketing efforts, and loyalty mileage sales that generate fees and compensation for Frontier tied to cardholder spending.

How long is Frontier’s co-branded credit card deal with Barclays now in effect?

The amended agreement extends Frontier’s co-branded credit card relationship with Barclays to June 30, 2037. Previously, the term ended December 31, 2029, so the amendment secures roughly seven and a half additional years of partnership duration and related revenue streams.

By how much did Frontier’s pre-purchased miles facility increase in this 8-K?

Frontier’s pre-purchased miles facility maximum aggregate amount increased from $200 million to $375 million. This larger capacity is tied to the credit card affinity program and is measured against program requirements on a semi-annual basis, affecting potential financing flexibility.

When must Frontier begin repaying amounts borrowed under the miles facility?

Any amounts borrowed under Frontier’s pre-purchased miles facility must begin repayment in June 2036. The amended terms require these balances to be paid back in 12 equal monthly installments, concluding around mid-2037, aligning with the extended facility and program term.

Did Frontier receive any upfront payment from the amended Barclays agreement?

Yes. The Seventh Amendment provides pre-paid consideration to Frontier that was described as slightly better than anticipated. This upfront consideration was received before the end of June 2026 and complements enhanced net compensation under the revised credit card affinity agreement.

What financial aspects of Frontier’s miles facility were changed in this filing?

The filing notes several changes: the facility’s maximum aggregate amount increased to $375 million, its term was extended to June 30, 2037, repayment begins June 2036 over 12 months, and certain financial covenants within the facility were amended to reflect the new structure.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB