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Frontier (ULCC) VP & CAO Wetzel reports RSU vesting and tax-share withholdings

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Frontier Group Holdings VP & CAO Josh A. Wetzel reported equity compensation activity, not open‑market stock sales. On February 5, 2026, 4,619 previously granted restricted stock units (RSUs) vested and were settled into common shares, and 815 shares vested from a performance stock unit award after partial achievement of performance goals.

The company withheld 1,593 shares on February 5 and 281 shares on February 6 to cover taxes due at prices of $5.85 and $5.65 per share, respectively, which are not reported as sales. Wetzel directly owned 17,128 common shares after these transactions and held 22,124 new RSUs granted on February 5, 2026, scheduled to vest in three equal annual installments beginning February 5, 2027.

Positive

  • None.

Negative

  • None.
Insider Wetzel Josh A
Role VP & CAO
Type Security Shares Price Value
Tax Withholding Common Stock 281 $5.65 $2K
Exercise Restricted Stock Units 4,619 $0.00 --
Grant/Award Restricted Stock Units 22,124 $0.00 --
Exercise Common Stock 4,619 $0.00 --
Tax Withholding Common Stock 1,593 $5.85 $9K
Grant/Award Common Stock 815 $0.00 --
Holdings After Transaction: Common Stock — 17,128 shares (Direct); Restricted Stock Units — 0 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 February 5, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person. On February 6, 2025, the reporting person was granted an award of Performance Stock Units ("PSUs"), which vest in the form of Common Stock based upon the Issuer's achievement of certain levels of total shareholder return relative to a pre-determined industry peer group. On February 5th, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the performance goals had been partially met, results in the vesting of these shares. Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein. The Restricted Stock Units have fully vested as of February 5, 2026. The Restricted Stock Units vest in three substantially equal annual installments beginning on February 5, 2027.
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*
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)
02/05/2026
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 02/05/2026 M(1) 4,619 A (2) 18,187 D
Common Stock 02/05/2026 F 1,593(3) D $5.85 16,594 D
Common Stock 02/05/2026 A(4) 815 A $0.00 17,409 D
Common Stock 02/06/2026 F 281(5) D $5.65 17,128 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) 02/05/2026 M 4,619 (6) (2) Common Stock 4,619 $0.00 0.00 D
Restricted Stock Units (2) 02/05/2026 A 22,124 (7) (2) Common Stock 22,124 $0.00 22,124 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 February 5, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
4. On February 6, 2025, the reporting person was granted an award of Performance Stock Units ("PSUs"), which vest in the form of Common Stock based upon the Issuer's achievement of certain levels of total shareholder return relative to a pre-determined industry peer group. On February 5th, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the performance goals had been partially met, results in the vesting of these shares.
5. Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein.
6. The Restricted Stock Units have fully vested as of February 5, 2026.
7. The Restricted Stock Units vest in three substantially equal annual installments beginning on February 5, 2027.
Remarks:
/s/ Howard Diamond, as Attorney-in-fact for Josh A. Wetzel 02/09/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ULCC executive Josh A. Wetzel report on this Form 4?

Josh A. Wetzel reported vesting of restricted and performance stock units that converted into Frontier Group Holdings common shares. Related share withholdings solely covered tax obligations, and no open‑market sales by Wetzel were reported in this filing.

How many Frontier (ULCC) restricted stock units vested for Josh A. Wetzel?

4,619 previously granted restricted stock units vested and were settled into Frontier common stock for Josh A. Wetzel on February 5, 2026. These units represented a one‑for‑one right to shares and had no cash exercise price or expiration date attached.

Were any of Josh A. Wetzel’s ULCC share transactions open‑market sales?

The filing states that no shares were sold by Josh A. Wetzel. Shares reported with transaction code “F” were withheld by Frontier solely to satisfy tax withholding obligations tied to the vesting of restricted and performance stock units.

What new equity award did Frontier (ULCC) grant to Josh A. Wetzel?

On February 5, 2026, Josh A. Wetzel received 22,124 new restricted stock units. These RSUs vest in three substantially equal annual installments beginning February 5, 2027, providing a multi‑year equity incentive aligned with continued service and company performance.

How many Frontier (ULCC) shares did Josh A. Wetzel own after the reported transactions?

After the reported transactions, Josh A. Wetzel directly owned 17,128 shares of Frontier Group Holdings common stock. In addition, he beneficially held 22,124 restricted stock units that, upon future vesting, each convert into one share of common stock.

What performance-based stock units vested for Josh A. Wetzel at Frontier (ULCC)?

An award of performance stock units granted February 6, 2025 partially vested on February 5, 2026. The compensation committee determined performance goals were partially met, resulting in 815 Frontier common shares being delivered to Josh A. Wetzel from that PSU award.