[8-K] Frontier Group Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. (ULCC) furnished an update that it issued a press release announcing its financial results for the three months ended September 30, 2025. The release is attached as Exhibit 99.1 and incorporated by reference. The company notes the use of non‑GAAP financial measures, with reconciliations to the nearest GAAP figures included in the press release. This information is being furnished, not filed, and is not subject to Section 18 of the Exchange Act.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): November 5, 2025

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Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

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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)

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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 2.02.    Results of Operations and Financial Condition.

On November 5, 2025, Frontier Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Company makes reference to non-GAAP financial information in the press release. A reconciliation of these non-GAAP financial measures to their nearest GAAP equivalents is provided in the press release.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated November 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 5, 2025						By:			/s/ Howard M. Diamond
									Howard M. Diamond
									Executive Vice President, Legal and Corporate Affairs

FAQ

What did Frontier Group Holdings (ULCC) announce in its 8-K?

It furnished a press release announcing financial results for the three months ended September 30, 2025, attached as Exhibit 99.1.

Does the ULCC press release include non-GAAP figures?

Yes. The company references non‑GAAP financial measures, with reconciliations to GAAP included in Exhibit 99.1.

Is the information in this 8-K considered filed or furnished?

It is furnished, not filed, and is not subject to Section 18 of the Exchange Act.

Which period do the ULCC results cover?

The results cover the three months ended September 30, 2025.

Where can I find the detailed financial results for ULCC?

In the attached Exhibit 99.1 press release, which is incorporated by reference.

What exchange does ULCC trade on?

ULCC trades on The Nasdaq Stock Market LLC.