Frontier Group (ULCC) SVP receives stock from RSU vesting and tax withholdings

Rhea-AI Filing Summary

Frontier Group Holdings SVP of Human Resources Steve Schuller reported equity compensation activity, not open-market trading. On February 6, 2026, 14,421 Restricted Stock Units (RSUs) converted into the same number of common shares, with 6,309 shares withheld at $5.65 solely to cover taxes.

On February 8, 2026, additional RSUs for 6,055 and 1,299 shares were settled into common stock, with 2,649 and 568 shares withheld at $6.52 for tax obligations. After these transactions, Schuller directly held 107,175 shares of common stock and 28,842 RSUs, with remaining RSUs vesting in two substantially equal annual installments beginning on February 6, 2027.

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

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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^*

Schuller Steve

(Last) (First) (Middle)

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, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M(1)		14,421	A	(2)	109,347	D
Common Stock	02/06/2026		F		6,309(3)	D	$5.65	103,038	D
Common Stock	02/08/2026		M(1)		6,055	A	(2)	109,093	D
Common Stock	02/08/2026		F		2,649(4)	D	$6.52	106,444	D
Common Stock	02/08/2026		M(1)		1,299	A	(2)	107,743	D
Common Stock	02/08/2026		F		568(4)	D	$6.52	107,175	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)	02/06/2026		M			14,421	(5)	(2)	Common Stock	14,421	$0.00	28,842	D
Restricted Stock Units	(2)	02/08/2026		M			6,055	(6)	(2)	Common Stock	6,055	$0.00	0.00	D
Restricted Stock Units	(2)	02/08/2026		M			1,299	(6)	(2)	Common Stock	1,299	$0.00	0.00	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 6, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. 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 Person on February 8, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

5. The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027.

6. The Restricted Stock Units have fully vested as of February 8, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Steve Schuller	02/10/2026
	** 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).
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FAQ

What insider activity did ULCC executive Steve Schuller report on this Form 4?

Steve Schuller reported the vesting and settlement of Restricted Stock Units into Frontier Group Holdings common stock on February 6 and 8, 2026. These were equity compensation events, with some shares withheld only to satisfy tax withholding obligations, rather than discretionary market trades.

Did ULCC SVP Steve Schuller sell any Frontier Group Holdings shares in the market?

The filing states that no shares were sold by Steve Schuller. Shares shown with transaction code “F” represent stock withheld by the issuer solely to cover tax withholding obligations related to RSU vesting, not open-market sales by the executive.

How many Frontier Group (ULCC) shares does Steve Schuller own after these transactions?

After the reported transactions, Steve Schuller directly owned 107,175 shares of Frontier Group common stock. He also held 28,842 Restricted Stock Units, which represent rights to receive the same number of shares of common stock under the company’s equity compensation arrangements.

What RSU vesting events for ULCC occurred on February 6 and 8, 2026?

On February 6, 2026, 14,421 RSUs vested and settled into common shares. On February 8, 2026, additional RSU tranches of 6,055 and 1,299 units vested. Each RSU converted into one share of Frontier Group common stock at a $0.00 exercise price.

Why were some ULCC shares reported with transaction code “F” and specific prices?

Transactions coded “F” reflect shares withheld by Frontier Group to satisfy tax withholding on vested RSUs. On February 6, 2026, 6,309 shares were withheld at $5.65; on February 8, 2026, 2,649 and 568 shares were withheld at $6.52 per share.

What is the future vesting schedule of Steve Schuller’s remaining ULCC Restricted Stock Units?

The remaining Restricted Stock Units are scheduled to vest in two substantially equal annual installments beginning on February 6, 2027. This means Schuller will receive additional shares of Frontier Group common stock over two years as part of his ongoing equity compensation.