Frontier (ULCC) Form 4: CEO Biffle reports multiple sales totaling 631,806 shares

Q: What did Barry L. Biffle disclose on the Form 4 for ULCC?

The Form 4 reports that Barry L. Biffle sold shares of Frontier Group Holdings (ULCC) on 09/02/2025 , including 423,882 shares at a weighted average price of $5.6283 , 48,949 shares at $5.6329 , and 158,975 shares at $5.5807 .

Q: How many ULCC shares does the reporting person directly own after the reported transactions?

Following the reported sale of 423,882 shares, the filing shows the reporting person directly beneficially owns 800,000 shares.

Q: Were any of the reported ULCC shares held indirectly?

Yes. The filing discloses shares held indirectly by a family trust and by spouse that were also sold; the reporting person disclaims beneficial ownership of the trust-held shares.

Q: Who signed the Form 4 for Barry L. Biffle and when?

The Form 4 was signed by Howard Diamond, as Attorney-in-fact for Barry L. Biffle on 09/04/2025 .

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Barry L. Biffle, who serves as CEO and a director of Frontier Group Holdings, Inc. (ticker ULCC), reported multiple open-market sales of the issuer's common stock on 09/02/2025. The Form 4 shows a sale of 423,882 shares at a weighted average price of $5.6283, after which Mr. Biffle is reported to directly beneficially own 800,000 shares. Separate entries show sales of 48,949 shares at a weighted average price of $5.6329 (held indirectly in a family trust) and 158,975 shares at a weighted average price of $5.5807 (held indirectly by spouse), each sold in multiple transactions across disclosed price ranges. The filer disclaims beneficial ownership of the trust-held shares. The Form is signed by an attorney-in-fact for Mr. Biffle on 09/04/2025.

Positive

Transparent pricing disclosure: weighted-average prices and price ranges are provided for each set of sales.
Proper role identification: reporting person is identified as CEO and director, clarifying insider status.
Clear ownership detail: filing distinguishes direct ownership remaining and indirect holdings via trust and spouse.

Negative

Large insider sales: aggregate reported disposals of 631,806 shares on a single date could be viewed as significant liquidity by the CEO.
Zero reported indirect ownership after some sales: trust- and spouse-held lines show 0.00 shares following reported disposals, reducing indirect holdings disclosed.

Insights

TL;DR: Insider sold substantial ULCC common stock across multiple transactions on 09/02/2025; direct holdings remain 800,000 shares.

The reported disposals total 631,806 shares sold across three reported lines, executed at weighted average prices between $5.5807 and $5.6329, with disclosed price ranges for individual trades. These are open-market sales rather than option exercises or derivative transactions. The filing clearly distinguishes direct ownership remaining after sales and indirect holdings held via a family trust and by a spouse, with an explicit disclaimer of beneficial ownership for the trust-held shares. From an informational standpoint, the filing provides the essential quantitative details investors use to track insider liquidity and ownership concentration.

TL;DR: CEO and director sales were disclosed properly with footnotes on price ranges and trust/spouse holdings; signature executed by attorney-in-fact.

The Form 4 includes standard governance disclosures: role of reporting person (CEO and director), clear identification of indirect holdings and a disclaimer regarding trust-held shares, and footnotes describing weighted-average pricing and per-transaction price ranges. The report is signed by an attorney-in-fact, which is properly noted. No amendments or additional contextual governance statements are included in the filing.

Insider Trade Summary

Net Seller: 631,806 shares ($3,548,652)

Net Sell 3 txns

Insider Biffle Barry

Role CEO

Sold 631,806 shs ($3.55M)

Type	Security	Shares	Price	Value
Sale	Common Stock	423,882	$5.6283	$2.39M
Sale	Common Stock	48,949	$5.6329	$276K
Sale	Common Stock	158,975	$5.5807	$887K

Holdings After Transaction: Common Stock — 800,000 shares (Direct); Common Stock — 0 shares (Indirect, By Family Trust)

Footnotes (1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.50 to $6.04, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.51 to $5.99, 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. These shares of Issuer Common Stock are held in a trust for the benefit of the Reporting Person's child. The Reporting Person's spouse is the trustee of the trust. The Reporting Person disclaims beneficial ownership of these shares of Issuer Common Stock, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares of Issuer Common Stock for purposes of Section 16 or for any other purpose. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.55 to $5.64, 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.

Form 4 Insider Transactions: What Each Field Means →

09/04/2025 - 04:10 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^*

Biffle Barry

(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)
	CEO

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)
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	09/02/2025		S		423,882	D	$5.6283⁽¹⁾	800,000	D
Common Stock	09/02/2025		S		48,949	D	$5.6329⁽²⁾	0.00	I	By Family Trust⁽³⁾
Common Stock	09/02/2025		S		158,975	D	$5.5807⁽⁴⁾	0.00	I	By Spouse

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)

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 $5.50 to $6.04, 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.51 to $5.99, 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.

3. These shares of Issuer Common Stock are held in a trust for the benefit of the Reporting Person's child. The Reporting Person's spouse is the trustee of the trust. The Reporting Person disclaims beneficial ownership of these shares of Issuer Common Stock, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares of Issuer Common Stock for purposes of Section 16 or for any other purpose.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.55 to $5.64, 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 Diamond, as Attorney-in-fact for Barry L. Biffle	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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Barry L. Biffle disclose on the Form 4 for ULCC?

The Form 4 reports that Barry L. Biffle sold shares of Frontier Group Holdings (ULCC) on 09/02/2025, including 423,882 shares at a weighted average price of $5.6283, 48,949 shares at $5.6329, and 158,975 shares at $5.5807.

How many ULCC shares does the reporting person directly own after the reported transactions?

Following the reported sale of 423,882 shares, the filing shows the reporting person directly beneficially owns 800,000 shares.

Were any of the reported ULCC shares held indirectly?

Yes. The filing discloses shares held indirectly by a family trust and by spouse that were also sold; the reporting person disclaims beneficial ownership of the trust-held shares.

What price ranges were the sales executed at according to the Form 4?

Footnotes state the sales occurred in multiple transactions with price ranges of $5.50–$6.04, $5.51–$5.99, and $5.55–$5.64 for the respective reported lines.

Who signed the Form 4 for Barry L. Biffle and when?

The Form 4 was signed by Howard Diamond, as Attorney-in-fact for Barry L. Biffle on 09/04/2025.