Frontier (NASDAQ: ULCC) SVP Schroeter vests RSUs, covers taxes

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. (ULCC) reported an insider equity transaction by SVP and Chief Commercial Officer Robert Schroeter. On February 6, 2026, 14,421 previously granted Restricted Stock Units vested and were settled in shares of common stock, with no shares sold by Schroeter.

To cover tax withholding on this vesting, the company withheld 4,975 shares of common stock at $5.65 per share. After these transactions, Schroeter directly owns 49,022 shares of Frontier common stock and 28,842 Restricted Stock Units, which vest in two substantially equal annual installments beginning February 6, 2027.

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

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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^*

Schroeter Robert

(Last) (First) (Middle)

4545 AIRPORT WAY

(Street)

DENVER CO 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Commercial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		M(1)		14,421	A	(2)	53,997	D
Common Stock	02/06/2026		F		4,975(3)	D	$5.65	49,022	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
Restricted Stock Units	(2)	02/06/2026		M			14,421	(4)	(2)	Common Stock	14,421	$0.00	28,842	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. The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Robert Schroeter	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).
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FAQ

What insider transaction did Frontier (ULCC) report for Robert Schroeter?

Frontier (ULCC) reported that SVP and Chief Commercial Officer Robert Schroeter had 14,421 Restricted Stock Units vest and convert into common stock. These RSUs were previously granted awards that settled in shares without any open-market sale by Schroeter.

Did the Frontier (ULCC) executive sell any shares in this Form 4 filing?

No, the filing states that no shares were sold by the Frontier (ULCC) executive. Shares withheld in the transaction were taken solely to satisfy tax withholding obligations tied to the RSU vesting, not as discretionary sales in the market.

How many Frontier (ULCC) shares were withheld for taxes in this Form 4?

The company withheld 4,975 shares of Frontier (ULCC) common stock at $5.65 per share. This withholding was used exclusively to cover tax obligations arising from the net issuance of shares delivered upon the vesting of Restricted Stock Units.

How many Frontier (ULCC) common shares does Robert Schroeter own after the transaction?

After the reported transactions, Robert Schroeter directly owns 49,022 shares of Frontier (ULCC) common stock. This balance reflects the RSU conversion into shares and the share withholding to satisfy associated tax obligations on February 6, 2026.

What Restricted Stock Unit balance remains for the Frontier (ULCC) executive?

Following the vesting event, the Frontier (ULCC) executive holds 28,842 Restricted Stock Units. According to the filing, these remaining RSUs vest in two substantially equal annual installments beginning on February 6, 2027, subject to their original grant terms.

How do the Frontier (ULCC) Restricted Stock Units work in this Form 4?

Each Restricted Stock Unit for Frontier (ULCC) represents a contingent right to receive one share of common stock. The filing notes that these RSUs have no expiration date and convert into shares upon vesting events such as the one reported on February 6, 2026.