Frontier Group (NASDAQ: ULCC) director exercises RSUs and receives new 32,990-unit grant

Rhea-AI Filing Summary

Frontier Group Holdings director Robert J. Genise increased his equity exposure through compensation-related stock activity. On May 14, 2026, he exercised restricted stock units into 34,230 shares of Common Stock, bringing his direct holdings to 364,764 shares. The filing also shows a new grant of 32,990 Restricted Stock Units, each representing the right to receive one share of common stock. These new RSUs will vest in full on the earlier of May 14, 2027 or immediately before the next annual stockholder meeting after the grant date, contingent on his continued board service.

Insights

Equity compensation and governance analyst

Routine director equity grant and RSU vesting, no share sales.

Director Robert J. Genise of Frontier Group Holdings (ULCC) reported compensation-driven equity activity. He exercised previously granted restricted stock units into 34,230 shares of Common Stock, which is a non-cash derivative conversion rather than an open-market purchase.

The Form 4 also records a new grant of 32,990 Restricted Stock Units, each convertible into one share of common stock. Footnotes state these RSUs vest fully on the earlier of May 14, 2027 or just before the next annual meeting after the grant date, subject to his continued service.

There are no reported sales or tax-withholding dispositions in this filing. Following these transactions, Genise directly owns 364,764 common shares. From an investor perspective, this appears to be standard director equity compensation, with neutral impact on the broader investment thesis.

Insider Trade Summary

34,230 shares exercised/converted

Mixed 3 txns

Insider Genise Robert J.

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	34,230	$0.00	--
Grant/Award	Restricted Stock Units	32,990	$0.00	--
Exercise	Common Stock	34,230	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 364,764 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date. The RSUs have fully vested as of May 14, 2026. The RSUs will vest in full on the earlier of May 14, 2027 or immediately prior to the next annual meeting of stockholders after the grant date, subject to continued service of the Reporting Person through the vesting date.

Key Figures

Common shares acquired via RSU exercise: 34,230 shares Common shares owned after transactions: 364,764 shares New RSU grant: 32,990 RSUs +2 more

5 metrics

Common shares acquired via RSU exercise 34,230 shares Non-derivative Common Stock on May 14, 2026

Common shares owned after transactions 364,764 shares Direct ownership following May 14, 2026 transactions

New RSU grant 32,990 RSUs Restricted Stock Units granted on May 14, 2026

Underlying shares for new RSUs 32,990 shares Each RSU equals one share of Common Stock

Vested RSU exercise 34,230 RSUs RSUs converted to Common Stock, leaving zero balance

Key Terms

Restricted Stock Units, derivative exercise/conversion, vest in full, annual meeting of stockholders

4 terms

Restricted Stock Units financial

"The filing also shows a new grant of 32,990 Restricted Stock Units"

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.

derivative exercise/conversion financial

"he exercised restricted stock units into 34,230 shares of Common Stock via derivative exercise/conversion"

vest in full financial

"These new RSUs will vest in full on the earlier of May 14, 2027"

annual meeting of stockholders financial

"or immediately before the next annual meeting of stockholders after the grant date"

Form 4 Insider Transactions: What Each Field Means →

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^*

Genise Robert J.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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	05/14/2026		M		34,230	A	(1)	364,764	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	(1)	05/14/2026		M			34,230	(2)	(1)	Common Stock	34,230	$0.00	0.00	D
Restricted Stock Units	(1)	05/14/2026		A		32,990		(3)	(1)	Common Stock	32,990	$0.00	32,990	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date.

2. The RSUs have fully vested as of May 14, 2026.

3. The RSUs will vest in full on the earlier of May 14, 2027 or immediately prior to the next annual meeting of stockholders after the grant date, subject to continued service of the Reporting Person through the vesting date.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Robert J. Genise	05/18/2026
	** 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)

FAQ

What insider transactions did ULCC director Robert J. Genise report?

Robert J. Genise reported exercising restricted stock units into 34,230 shares of Frontier Group Holdings Common Stock and receiving a new grant of 32,990 Restricted Stock Units. These are compensation-related equity movements, with no open-market share purchases or sales disclosed.

How many Frontier Group Holdings (ULCC) shares does Robert J. Genise now hold?

After the reported transactions, Robert J. Genise directly owns 364,764 shares of Frontier Group Holdings Common Stock. This total reflects the conversion of vested restricted stock units into common shares on May 14, 2026, as shown in the Form 4 filing.

What are the terms of the new RSU grant to ULCC director Robert J. Genise?

Genise received 32,990 Restricted Stock Units, each representing one share of Frontier Group Holdings Common Stock. According to the filing, these RSUs vest in full on the earlier of May 14, 2027 or immediately prior to the next annual stockholder meeting after the grant date.

Did Robert J. Genise sell any Frontier Group Holdings (ULCC) shares in this Form 4?

No share sales are reported. The Form 4 shows the exercise of 34,230 RSUs into Common Stock and a new grant of 32,990 RSUs, but it does not disclose any open-market sales, gifts, or tax-withholding share dispositions.

What does the RSU vesting language mean for ULCC director compensation?

The filing notes that certain RSUs vest fully on May 14, 2026, while the new 32,990-unit grant vests on the earlier of May 14, 2027 or the next annual meeting. This ties director compensation to continued board service over time.