Frontier Group CEO Dempsey receives 65,105 vested shares

The tax-related withholding was performed by Frontier Group Holdings, Inc. and did not represent a sale by its President & CEO.

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. President & CEO James G. Dempsey reported that 65,105 restricted stock units fully vested on October 16, 2026, and were settled in common stock. The issuer withheld 28,483 shares at a reported $5.03 per share solely to satisfy tax withholding obligations.

Insider Trade Summary

65,105 shares exercised/converted

Exercise 3 txns

Insider Dempsey James G.

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F4	65,105	$0.00	$0.00
Exercise	Common Stock F1, F2	65,105	--	--
Tax Withholding	Common Stock F3	28,483	$5.03	$143K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 384,235 shares (Direct)

Footnotes (4)

1. F1. Relates solely to the settlement of previously granted Restricted Stock Units upon vesting. No shares were sold by the Reporting Person.
2. F2. 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. F3. 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 October 16, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
4. F4. The Restricted Stock Units have fully vested as of October 16, 2026.

Key Figures

Restricted stock units vested: 65,105 units Common shares acquired: 65,105 shares Shares withheld for tax obligations: 28,483 shares +1 more

4 metrics

Restricted stock units vested 65,105 units Fully vested October 16, 2026

Common shares acquired 65,105 shares Settled from vested restricted stock units on October 16, 2026

Shares withheld for tax obligations 28,483 shares Withheld by the issuer

Reported price per share $5.03 per share Shares withheld for tax obligations

Key Terms

Restricted Stock Units, vesting, tax withholding obligations

3 terms

Restricted Stock Units financial

"settlement of previously granted Restricted Stock Units upon vesting"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting financial

"The Restricted Stock Units have fully vested"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax withholding obligations financial

"solely to satisfy tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did ULCC CEO James G. Dempsey receive from RSUs?

James G. Dempsey received 65,105 shares of Frontier Group Holdings, Inc. common stock from 65,105 restricted stock units that fully vested on October 16, 2026.

How many ULCC shares were withheld for taxes, and at what price?

Frontier Group Holdings, Inc. withheld 28,483 common shares at a reported $5.03 per share solely to satisfy tax withholding obligations; this was not a sale by James G. Dempsey.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/20/2026 - 04:25 PM EDT Accepted by SEC EDGAR 10/20/2026 - 04:25 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Dempsey James G.

(Last) (First) (Middle)

C/O FRONTIER GROUP HOLDINGS, INC.

4545 AIRPORT WAY

(Street)

DENVER COLORADO 80239

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Frontier Group Holdings, Inc. [ ULCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/16/2026		M(1)		65,105	A	(2)	412,718	D
Common Stock	10/16/2026		F		28,483(3)	D	$5.03	384,235	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)	10/16/2026		M			65,105	(4)	(2)	Common Stock	65,105	$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 Person on October 16, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. The Restricted Stock Units have fully vested as of October 16, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for James Dempsey	10/20/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)