Frontier Group Holdings (NASDAQ: ULCC) names interim CEO, affirms Q4 guidance

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. reported that Chief Executive Officer Barry L. Biffle has left the CEO role effective December 15, 2025. He is expected to remain on the board and serve in an advisory capacity through December 31, 2025, providing short-term continuity during the transition.

The board appointed President James G. Dempsey, age 50, as Interim Chief Executive Officer and designated him as the company’s principal executive officer, while he continues in his role as President. The company also issued a press release on December 15, 2025 that, among other items, reiterated its previously announced estimated fourth quarter 2025 guidance.

Insights

Corporate governance analyst

Frontier announces a managed CEO transition while maintaining Q4 2025 guidance.

Frontier Group Holdings is transitioning leadership as Barry L. Biffle steps down as CEO effective December 15, 2025, while remaining a director and adviser through December 31, 2025. This structure suggests an orderly handover rather than a sudden break, which can help operational continuity.

The board has appointed existing President James G. Dempsey as Interim Chief Executive Officer and principal executive officer, and he will retain his President title. Using an internal leader with established familiarity with the business can reduce short-term disruption, though the board has not yet determined any changes to his compensation in connection with the new role.

The company also issued a press release on December 15, 2025 that reiterates previously announced estimated fourth quarter 2025 guidance, signaling that near-term financial expectations remain unchanged. Future disclosures in regular reports and proxy materials will clarify any permanent leadership decisions and related governance or compensation changes.

8-K Event Classification

4 items: 2.02, 5.02, 7.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 14, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2025, the Board of Directors (the “Board”) of Frontier Group Holdings, Inc. (the “Company”) announced the departure of Barry L. Biffle as the Company’s Chief Executive Officer, effective as of December 15, 2025. Mr. Biffle is expected to continue as a director of the Company and be employed by the Company in an advisory capacity until December 31, 2025. The Company thanks Mr. Biffle for his many years of service and leadership.

On December 14, 2025, the Board approved the appointment of James G. Dempsey, the Company’s President, as Interim Chief Executive Officer, effective as of December 15, 2025. In connection with his appointment, Mr. Dempsey has been designated as the Company’s principal executive officer as of such date. Mr. Dempsey will continue to serve as the Company’s President.

Biographical information for Mr. Dempsey, age 50, can be found on page 17 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025, and is incorporated herein by reference.

The Board’s Compensation Committee and the Board will evaluate Mr. Dempsey’s compensation at a later date. At this time, any changes to Mr. Dempsey’s compensatory arrangements in connection with his appointment as Interim Chief Executive Officer have not been determined.

There are no arrangements or understandings between Mr. Dempsey and any other person pursuant to which he was appointed. Mr. Dempsey does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Dempsey has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Biffle’s expected departure as a director of the Company is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 2.02 Results of Operations and Financial Condition.

On December 15, 2025, the Company issued a press release that, among other things, reiterated the Company’s estimated fourth quarter 2025 guidance, which was previously announced on November 5, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is being furnished pursuant to Item 2.02 of Form 8-K and therefore shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

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 which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or

assured. 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.

Actual results could differ materially from these forward-looking statements due to numerous risks and uncertainties relating to the Company’s operations and business environment including, without limitation, the following: unfavorable economic and political conditions in the states where the Company operates and globally, including tariffs and other trade protection measures, an inflationary environment and potential recession, weakened demand environment, and the resulting impact on cost inputs and/or consumer demand for air travel; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity; disruptions to the Company’s flight operations, including due to factors beyond the Company’s control, such as adverse weather events or air traffic controller staffing shortages and facility and infrastructure constraints (including as a result of federal government shutdowns); the Company’s ability to attract and retain qualified personnel at reasonable costs; high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel, including as a result of the war between Russia and Ukraine and the conflict in the Middle East; the Company’s reliance on technology and automated systems to operate its business and the impact of any significant failure or disruption of, or failure to effectively integrate and implement, the technology or systems; the Company’s reliance on third-party service providers and the impact of any failure of these parties to perform as expected, or interruptions in the Company’s relationships with these providers or their provision of services; adverse publicity and/or harm to the Company’s brand or reputation; reduced travel demand and potential tort liability as a result of an accident, catastrophe or incident involving the Company, its codeshare partners or another airline; terrorist attacks, international hostilities or other security events, or the fear of terrorist attacks or hostilities, even if not made directly on the airline industry; increasing privacy and data security obligations or a significant data breach; further changes to the airline industry with respect to alliances and joint business arrangements or due to consolidations; changes in the Company’s network strategy or other factors outside its control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into less favorable aircraft orders; the Company’s reliance on a single supplier for its aircraft and two suppliers for its engines, and the impact of any failure to obtain timely deliveries, additional equipment or support from any of these suppliers; expanded inspection programs and/or heightened maintenance requirements imposed on the Company’s aircraft or engines; the impacts of union disputes, employee strikes or slowdowns, and other labor-related disruptions on the Company’s operations; extended interruptions or disruptions in service at major airports where the Company operates; the impacts of seasonality and other factors associated with the airline industry; the Company’s failure to realize the full value of its intangible assets or its long-lived assets, causing the Company to record impairments; the costs of compliance with extensive government regulation of the airline industry; costs, liabilities and risks associated with environmental regulation and climate change; the Company’s inability to accept or integrate new aircraft into the Company’s fleet as planned; the impacts of the Company’s significant amount of financial leverage from fixed obligations, the possibility the Company may seek material amounts of additional financial liquidity in the short-term and the impacts of insufficient liquidity on the Company’s financial condition and business; failure to comply with the covenants in the Company’s financing agreements or failure to comply with financial and other covenants governing the Company’s other debt; changes in, or failure to retain, the Company’s senior management team or other key employees; current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or arrangement relating to these actions; increases in insurance costs or inadequate insurance coverage; and other risks and uncertainties set forth from time to time under sections captioned “Risk Factors” in the Company’s reports and other documents filed with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 18, 2025.

Item 7.01. Regulation FD Disclosure.

On December 15, 2025, the Company issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto is being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated December 15, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: December 15, 2025				By:		/s/ Howard M. Diamond
						Howard M. Diamond
						Executive Vice President, Legal and Corporate Affairs

FAQ

What leadership change did Frontier Group Holdings (ULCC) disclose?

Frontier Group Holdings announced that Barry L. Biffle has departed his role as Chief Executive Officer effective December 15, 2025, while remaining a director and adviser through December 31, 2025.

Who is the new interim CEO of Frontier Group Holdings (ULCC)?

The board appointed James G. Dempsey, the company’s President, as Interim Chief Executive Officer and designated him as the principal executive officer, effective December 15, 2025.

Will James G. Dempsey remain President of Frontier Group Holdings (ULCC)?

Yes. James G. Dempsey will continue to serve as President of Frontier Group Holdings while also acting as Interim Chief Executive Officer.

Did Frontier Group Holdings (ULCC) change its fourth quarter 2025 guidance?

No change was disclosed; the company issued a press release on December 15, 2025 that reiterated its previously announced estimated fourth quarter 2025 guidance.

Is Barry L. Biffle leaving the Frontier Group Holdings (ULCC) board due to a disagreement?

The company stated that Barry L. Biffle’s expected departure as a director is not the result of any disagreement regarding its operations, policies, or practices.

Are there any special arrangements behind James G. Dempsey’s appointment at Frontier Group Holdings (ULCC)?

The company reported that there are no arrangements or understandings with any other person under which James G. Dempsey was appointed, and noted he has no family relationships with other directors or executive officers.