Frontier Group (ULCC) Form 4 shows RSU vesting; 13,568 shares held

Rhea-AI Filing Summary

Frontier Group Holdings (ULCC) Form 4: VP & CAO Josh A. Wetzel reported the vesting and settlement of 17,361 shares of common stock from previously granted restricted stock units on 10/25/2025 (Transaction Code M). To cover taxes, the issuer withheld 4,991 shares at $4.15 (Code F), which the filing notes does not represent a sale by the reporting person. Following these transactions, Wetzel beneficially owns 13,568 shares directly. Each RSU equals one share and has no expiration, and the remaining RSUs fully vest on 10/25/2026. The filing states no shares were sold by the reporting person; the activity reflects routine equity award vesting and tax withholding.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; neutral impact.

ULCC disclosed a standard equity event: 17,361 RSUs vested, with 4,991 shares withheld for taxes at $4.15. This aligns with typical executive compensation mechanics and does not involve open-market selling.

Post-transaction ownership is 13,568 shares directly. RSUs convert 1:1 to common and the remaining units fully vest on 10/25/2026, indicating a scheduled future vesting date.

There is no cash inflow to the company and no sale proceeds to the insider in this excerpt; actual market impact depends on future holder actions and is not indicated here.

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^*

Wetzel Josh A

(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)
	VP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

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	10/25/2025		M(1)		17,361	A	(2)	18,559	D
Common Stock	10/25/2025		F		4,991(3)	D	$4.15	13,568	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)	10/25/2025		M			17,361	(4)	(2)	Common Stock	17,361	$0.00	17,361	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 October 25, 2025, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. The remaining Restricted Stock Units fully vest on October 25, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Josh A. Wetzel	10/28/2025
	** 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.

FAQ

What did ULCC's VP & CAO report on this Form 4?

Settlement of previously granted RSUs into 17,361 shares on 10/25/2025, with tax withholding and updated ownership.

How many RSUs vested for ULCC executive Josh A. Wetzel?

17,361 restricted stock units vested, each representing one share of common stock.

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

The issuer withheld 4,991 shares at $4.15 to satisfy tax withholding obligations.

What is Josh A. Wetzel’s resulting beneficial ownership in ULCC?

Following the transactions, he beneficially owns 13,568 shares directly.

Did the ULCC executive sell any shares in the market?

No. The filing states no shares were sold; shares were withheld solely for taxes.

When do the remaining RSUs for the ULCC executive fully vest?

The remaining restricted stock units fully vest on 10/25/2026.