ULCC Form 4: CFO now owns 136,501 shares after RSU vesting

Rhea-AI Filing Summary

Frontier Group Holdings (ULCC) reported an insider equity update for its SVP & CFO, Mark C. Mitchell. On October 16, 2025, 43,403 Restricted Stock Units settled into common stock (Code M). The issuer withheld 18,988 shares at $4.42 to cover taxes (Code F), which does not represent a sale by the insider.

Following these transactions, Mitchell directly owned 136,501 shares. The filing notes that 43,403 RSUs remain outstanding and are scheduled to fully vest on October 16, 2026; each RSU equals one share and has no expiration date.

Insider Trade Summary

43,403 shares exercised/converted

Mixed 3 txns

Insider Mitchell Mark Christopher

Role SVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	43,403	$0.00	--
Exercise	Common Stock	43,403	$0.00	--
Tax Withholding	Common Stock	18,988	$4.42	$84K

Holdings After Transaction: Restricted Stock Units — 43,403 shares (Direct); Common Stock — 155,489 shares (Direct)

Footnotes (1)

1. Relates solely to the settlement of previously granted Restricted Stock Units upon vesting. No shares were sold by the Reporting Person. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date. 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 16, 2025, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person. The remaining Restricted Stock Units fully vest on October 16, 2026.

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^*

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)
10/16/2025

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	10/16/2025		M(1)		43,403	A	(2)	155,489	D
Common Stock	10/16/2025		F		18,988(3)	D	$4.42	136,501	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)	10/16/2025		M			43,403	(4)	(2)	Common Stock	43,403	$0.00	43,403	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 16, 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 16, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Mark C. Mitchell	10/17/2025
	** 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 Frontier (ULCC) disclose in this Form 4?

The SVP & CFO, Mark C. Mitchell, settled 43,403 RSUs into common stock on October 16, 2025 and had shares withheld for taxes.

Were any ULCC shares sold by the insider?

No. The filing states no shares were sold; 18,988 shares were withheld at $4.42 to satisfy tax obligations.

How many ULCC shares does the CFO own after the transactions?

He directly owns 136,501 shares after the reported transactions.

How many RSUs remain and when do they vest?

There are 43,403 RSUs remaining, scheduled to fully vest on October 16, 2026.

What do the transaction codes M and F mean here?

Code M indicates RSU settlement into shares; Code F indicates shares withheld by the issuer to cover taxes.

What is the value associated with the tax withholding?

The issuer withheld 18,988 shares at $4.42 per share to cover tax withholding.