Frontier (NASDAQ: ULCC) SVP Clerc reports RSU vesting, tax shares

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. SVP, Customers Alexandre Clerc reported equity compensation activity involving restricted stock units (RSUs) on January 8, 2026. Previously granted RSUs vested and were settled into Frontier common stock, including 47,081 and 9,416 shares delivered at an exercise price of $0.00 per share.

The company withheld 15,741 and 2,707 shares of common stock at $4.73 per share solely to satisfy tax withholding obligations, which the filing states does not represent a sale by Clerc. After these transactions, Clerc directly owned 40,676 shares of common stock. The filing also shows continuing RSU holdings, with remaining units scheduled to vest in annual installments beginning January 8, 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^*

Clerc Alexandre

(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, Customers

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		M(1)		47,081	A	(2)	49,708	D
Common Stock	01/08/2026		F		15,741(3)	D	$4.73	33,967	D
Common Stock	01/08/2026		M(1)		9,416	A	(2)	43,383	D
Common Stock	01/08/2026		F		2,707(3)	D	$4.73	40,676	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)	01/08/2026		M			47,081	(4)	(2)	Common Stock	47,081	$0.00	94,162	D
Restricted Stock Units	(2)	01/08/2026		M			9,416	(5)	(2)	Common Stock	9,416	$0.00	9,417	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 January 8, 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 January 8, 2027.

5. The remaining Restricted Stock Units fully vest on January 8, 2027.

Remarks:

	/s/Howard Diamond, as Attorney-in-fact for Alexandre Clerc	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did ULCC executive Alexandre Clerc report?

The filing shows Alexandre Clerc, SVP, Customers of Frontier Group Holdings, Inc., reporting the vesting and settlement of previously granted restricted stock units (RSUs) into common stock on January 8, 2026, along with related tax share withholding.

How many Frontier (ULCC) RSUs vested for Alexandre Clerc on January 8, 2026?

Two RSU grants vested into Frontier common stock: one for 47,081 underlying shares and another for 9,416 underlying shares, each RSU representing the right to receive one share of common stock.

Were any Frontier (ULCC) shares sold by Alexandre Clerc in this Form 4?

The footnotes state that the transactions relate solely to the settlement of previously granted RSUs upon vesting and that no shares were sold by the reporting person. Shares labeled with code F were withheld by the issuer to cover tax obligations.

Why were some Frontier (ULCC) shares withheld at $4.73 in this Form 4?

The filing explains that 15,741 and 2,707 shares of Frontier common stock were withheld by the issuer at $4.73 per share solely to satisfy tax withholding obligations related to the RSU vesting, and this is not treated as a sale by Clerc.

How many Frontier (ULCC) common shares does Alexandre Clerc hold after these transactions?

Following the reported transactions, Alexandre Clerc directly beneficially owned 40,676 shares of Frontier common stock, according to the non-derivative securities table.

What RSU awards remain outstanding for ULCC executive Alexandre Clerc?

The derivative securities table shows remaining restricted stock units, including 94,162 units from one award and 9,417 units from another. Footnotes state these remaining RSUs vest in installments beginning on January 8, 2027 and fully vest by that date for one grant.