RSU vesting lifts Frontier Group (ULCC) CFO share stake

Rhea-AI Filing Summary

Frontier Group Holdings SVP & CFO Mark Christopher Mitchell reported equity award vesting and related tax withholding. On February 6, 2026, 14,421 Restricted Stock Units (RSUs) converted into an equal number of common shares, increasing his directly held stock. The company withheld 6,309 shares at $5.65 solely to cover taxes, which the filing states does not represent a sale by him.

On February 8, 2026, additional RSU tranches of 3,657 and 2,471 units were settled into common stock, with 1,599 and 1,081 shares, respectively, withheld for taxes at $6.52 per share. After these transactions, Mitchell owned 178,785 shares of Frontier common stock directly. The filing notes 28,842 RSUs remained outstanding after the February 6 settlement and that the remaining RSUs vest in two substantially equal annual installments beginning on February 6, 2027, while certain RSUs were fully vested as of February 8, 2026.

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^*

Mitchell Mark Christopher

(Last) (First) (Middle)

C/O FRONTIER GROUP HOLDINGS, INC.

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 & CFO

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)	181,646	D
Common Stock	02/06/2026		F		6,309(3)	D	$5.65	175,337	D
Common Stock	02/08/2026		M(1)		3,657	A	(2)	178,994	D
Common Stock	02/08/2026		F		1,599(4)	D	$6.52	177,395	D
Common Stock	02/08/2026		M(1)		2,471	A	(2)	179,866	D
Common Stock	02/08/2026		F		1,081(4)	D	$6.52	178,785	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	(5)	(2)	Common Stock	14,421	$0.00	28,842	D
Restricted Stock Units	(2)	02/08/2026		M			3,657	(6)	(2)	Common Stock	3,657	$0.00	0.00	D
Restricted Stock Units	(2)	02/08/2026		M			2,471	(6)	(2)	Common Stock	2,471	$0.00	0.00	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. 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 Person on February 8, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

5. The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027.

6. The Restricted Stock Units have fully vested as of February 8, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Mark C. Mitchell	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did Frontier Group (ULCC) report for its CFO?

Frontier Group reported that SVP & CFO Mark Christopher Mitchell settled several tranches of Restricted Stock Units into common stock. The transactions on February 6 and 8, 2026 reflect equity award vesting and related tax withholding, rather than open-market buying or selling.

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

The filing states no shares were sold by the CFO. Shares shown with code “F” were withheld by Frontier Group solely to satisfy tax withholding obligations tied to RSU vesting on February 6 and 8, 2026, and are not reported as discretionary sales.

How many Frontier Group (ULCC) shares does the CFO own after these transactions?

After the reported transactions, SVP & CFO Mark Christopher Mitchell beneficially owned 178,785 shares of Frontier Group common stock directly. This figure reflects the net impact of RSU conversions into common stock and shares withheld for tax obligations on February 6 and 8, 2026.

What Restricted Stock Unit activity occurred for Frontier Group (ULCC) on February 6, 2026?

On February 6, 2026, 14,421 Restricted Stock Units held by the CFO were settled into an equal number of Frontier Group common shares at a $0.00 exercise price. The company withheld 6,309 of those shares at $5.65 each solely to cover tax withholding obligations related to the vesting.

What Restricted Stock Unit activity occurred for Frontier Group (ULCC) on February 8, 2026?

On February 8, 2026, RSU tranches of 3,657 and 2,471 units were converted into common stock at a $0.00 exercise price. Frontier Group withheld 1,599 and 1,081 shares, respectively, at $6.52 per share to satisfy tax withholding obligations associated with these vesting events.

What is the vesting schedule for the Frontier Group (ULCC) CFO’s remaining RSUs?

The filing notes that 28,842 Restricted Stock Units remained after the February 6, 2026 settlement. These remaining RSUs vest in two substantially equal annual installments, beginning on February 6, 2027, while certain other RSUs were fully vested as of February 8, 2026.

How does the Form 4 explain the tax withholding entries for Frontier Group (ULCC)?

The Form 4 explains that share amounts marked with footnotes F3 and F4 represent Frontier Group common stock withheld by the issuer solely to satisfy tax withholding obligations. These withholdings relate to the net share issuance upon RSU vesting and are not considered sales by the CFO.