Does this Frontier Group (ULCC) Form 4 indicate an open-market share purchase by the CEO?

No, the Form 4 reflects equity compensation events rather than a cash purchase. Shares were issued from vesting performance stock units at $0.00, with a portion withheld for taxes, and additional compensation was granted as 309,735 Restricted Stock Units with future vesting.

Frontier Group (NASDAQ: ULCC) CEO gains PSU shares and 309,735 new RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Frontier Group Holdings President & CEO James G. Dempsey reported equity compensation changes. On February 5, 2026, 6,521 shares of common stock were acquired at $0.00 upon partial vesting of previously granted performance stock units, bringing his common stock holdings to 303,138 shares before tax withholding. On February 6, 2026, 1,874 shares at $5.65 were withheld to cover taxes due on the PSU vesting, leaving 301,264 common shares held directly. He also acquired 309,735 Restricted Stock Units for no cash cost, each representing one future share of common stock, which vest in three substantially equal annual installments starting on February 5, 2027.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Dempsey James G.

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,874	$5.65	$11K
Grant/Award	Restricted Stock Units	309,735	$0.00	--
Grant/Award	Common Stock	6,521	$0.00	--

Holdings After Transaction: Common Stock — 301,264 shares (Direct); Restricted Stock Units — 309,735 shares (Direct)

Footnotes (1)

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, resulting in the vesting of these shares. Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein. 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 Restricted Stock Units vest in three substantially equal annual installments beginning on February 5, 2027.

Form 4 Insider Transactions: What Each Field Means →

02/09/2026 - 04:30 PM

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^*

Dempsey James G.

(Last)

(First)

(Middle)

C/O FRONTIER GROUP HOLDINGS, INC.

4545 AIRPORT WAY

(Street)

DENVER

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2026		A⁽¹⁾		6,521	A	$0.00	303,138	D
Common Stock	02/06/2026		F		1,874⁽²⁾	D	$5.65	301,264	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/05/2026		A		309,735		⁽⁴⁾	⁽³⁾	Common Stock	309,735	$0.00	309,735	D

Explanation of Responses:

1. 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, resulting in the vesting of these shares.

2. Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein.

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

4. 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 James Dempsey	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 transaction did Frontier Group (ULCC) report for CEO James Dempsey?

Frontier Group reported that CEO James G. Dempsey received 6,521 common shares from partially vested performance stock units and had 1,874 shares withheld for taxes. He also acquired 309,735 Restricted Stock Units that convert into common stock over future years as they vest.

How many Frontier Group (ULCC) shares does CEO James Dempsey hold after this Form 4?

After these transactions, James Dempsey directly holds 301,264 shares of Frontier Group common stock. In addition, he beneficially owns 309,735 Restricted Stock Units, each representing a right to receive one share of common stock as they vest over the stated schedule.

What are the terms of the 309,735 Restricted Stock Units granted to Frontier Group (ULCC) CEO?

The 309,735 Restricted Stock Units were granted at no cash cost and each unit equals one share of common stock. They vest in three substantially equal annual installments, beginning on February 5, 2027, providing the CEO with staged equity compensation over several years.

Why were 1,874 Frontier Group (ULCC) shares withheld from CEO James Dempsey?

The 1,874 common shares were withheld to satisfy tax obligations triggered by the vesting of performance stock units. This withholding is recorded as a disposition at $5.65 per share, but represents tax settlement rather than an open-market sale initiated by the CEO.

What performance conditions affected the PSU vesting for Frontier Group (ULCC) CEO?

The performance stock units granted on February 6, 2025 vest based on Frontier’s total shareholder return versus a defined industry peer group. On February 5, 2026, the board’s Compensation Committee determined the goals were partially met, leading to the partial vesting that delivered 6,521 common shares.