[Form 4] Frontier Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Howard M. Diamond, Executive Vice President, Legal & Corporate Affairs of Frontier Group Holdings, Inc. (ULCC), reported two stock sale transactions on Form 4. On 09/02/2025 he disposed of 26,306 shares of common stock at a weighted-average price of $5.6745. On 09/03/2025 he disposed of 31,503 shares at $5.80. After these transactions the reporting person beneficially owned 109,596 shares. The Form 4 states the 09/02/2025 price is a weighted average for multiple trades that ranged from $5.63 to $5.77, and the reporter offered to provide trade-level details on request.

Positive

• Timely, signed disclosure of insider sales meeting Section 16 requirements
• Footnote offers trade-level transparency by stating willingness to provide per-trade quantities and prices on request

Negative

• Officer sold a material number of shares (57,809 shares) over two days, reducing holdings to 109,596 shares
• No indication of a 10b5-1 trading plan on the form, so sales appear to be open-market dispositions

Insights

Financial Analyst

TL;DR: Insider sold 57,809 shares across two days, reducing holdings to 109,596 shares; transaction appears routine disposition without additional corporate disclosures.

The filing documents two open-market sales by a named executive on consecutive days totaling 57,809 shares. The filing provides a weighted-average price for the first day and a single price for the second day, and offers to furnish per-trade details. There are no associated derivative transactions, no indication of a Rule 10b5-1 plan box checked, and no disclosure of proceeds usage. For investors, these are confirmed insider sales but the filing alone does not disclose material corporate events or change in control.

Corporate Governance Expert

TL;DR: Officer-certified sales were reported and manually signed; disclosure meets Section 16 filing requirements with offered transparency on trade pricing.

The Form 4 is signed by the reporting person and includes an explanatory footnote about weighted-average pricing and willingness to provide detailed trade data. The filing does not indicate transactions pursuant to a written plan (no box checked for 10b5-1), nor any amendments. From a governance perspective, the form satisfies reporting formalities and provides an explicit mechanism for further transparency if requested by the SEC or shareholders.

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^*

Diamond Howard

(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)
	EVP, Legal & Corporate Affairs

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		26,306	D	$5.6745(1)	141,099	D
Common Stock	09/03/2025		S		31,503	D	$5.8	109,596	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.63 to $5.77, inclusive. The Reporting Person undertakes to provide to Frontier Group Holdings, Inc., any security holder of Frontier Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.

Remarks:

	/s/ Howard M. Diamond	09/04/2025
	** 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 Howard M. Diamond sell according to the Form 4 for ULCC?

The Form 4 reports sales of 26,306 shares on 09/02/2025 at a weighted-average price of $5.6745, and 31,503 shares on 09/03/2025 at $5.80.

How many shares does Howard M. Diamond own after the reported transactions?

After the reported sales the reporting person beneficially owned 109,596 shares.

Does the Form 4 state the 09/02/2025 price per share was uniform?

No. The Form 4 explains the 09/02/2025 price is a weighted average for multiple trades with prices ranging from $5.63 to $5.77.

Was the sale reported as part of a Rule 10b5-1 trading plan?

The filing does not indicate a transaction pursuant to a 10b5-1 plan (no box is checked to that effect).

Who signed the Form 4 and when?

The Form 4 is signed by /s/ Howard M. Diamond with the signature date 09/04/2025.