Frontier Group (ULCC) SVP Schuller sells 5,000 shares and receives 61,947 RSUs

Rhea-AI Filing Summary

Frontier Group Holdings SVP Steve Schuller reported multiple equity transactions in early February 2026. On February 5, he acquired 2,536 shares of common stock at $0.00 upon partial vesting of previously granted performance stock units tied to relative total shareholder return, bringing his direct holdings to 101,035 shares.

That same day, he was granted 61,947 restricted stock units, each representing one share of common stock, with no expiration and vesting in three substantially equal annual installments beginning February 5, 2027. On February 6, 1,109 shares were withheld at $5.65 to cover taxes due on the PSU vesting, and he sold 5,000 shares at $6.00 per share under a pre-established Rule 10b5-1 trading plan, leaving him with 94,926 directly held common shares.

Insider Trade Summary

Net Seller: 5,000 shares ($30,000)

Net Sell 4 txns

Insider Schuller Steve

Role SVP, Human Resources

Sold 5,000 shs ($30K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,109	$5.65	$6K
Sale	Common Stock	5,000	$6.00	$30K
Grant/Award	Restricted Stock Units	61,947	$0.00	--
Grant/Award	Common Stock	2,536	$0.00	--

Holdings After Transaction: Common Stock — 99,926 shares (Direct); Restricted Stock Units — 61,947 shares (Direct)

Footnotes (1)

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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 19, 2024. 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 →

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).

X

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)
02/05/2026

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		A(1)		2,536	A	$0.00	101,035	D
Common Stock	02/06/2026		F		1,109(2)	D	$5.65	99,926	D
Common Stock	02/06/2026		S(3)		5,000	D	$6	94,926	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	(4)	02/05/2026		A		61,947		(5)	(4)	Common Stock	61,947	$0.00	61,947	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 19, 2024.

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

5. 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 Steve Schuller	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.

FAQ

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

Steve Schuller reported PSU-related stock vesting, tax-share withholding, an open-market sale, and a new RSU grant. He received 2,536 vested shares, had 1,109 shares withheld for taxes, sold 5,000 shares, and was granted 61,947 restricted stock units.

How many Frontier Group (ULCC) shares did Steve Schuller sell and at what price?

Steve Schuller sold 5,000 shares of Frontier Group common stock at $6.00 per share. The transaction occurred on February 6, 2026, and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 19, 2024.

What equity award did Steve Schuller receive in this ULCC Form 4 filing?

Steve Schuller received 61,947 restricted stock units, each representing one share of Frontier Group common stock. These RSUs have no expiration date and are scheduled to vest in three substantially equal annual installments beginning on February 5, 2027.

Why were 1,109 ULCC shares withheld from Steve Schuller’s holdings?

The 1,109 Frontier Group shares were withheld to satisfy taxes due on the vesting of his performance stock units. This tax withholding occurred on February 6, 2026 and is reported with a transaction code “F” at a price of $5.65 per share.

What triggered the vesting of Steve Schuller’s performance stock units at Frontier Group (ULCC)?

The vesting was triggered when the compensation committee determined performance goals were partially met. These goals were based on total shareholder return relative to a peer group, leading to vesting of 2,536 shares of common stock on February 5, 2026 from a February 6, 2025 PSU grant.

How many ULCC shares does Steve Schuller directly own after these transactions?

After the reported transactions, Steve Schuller directly owns 94,926 shares of Frontier Group common stock. This balance reflects PSU-related vesting, tax-share withholding, and the 5,000-share sale reported as of the February 6, 2026 transactions.

How and when do Steve Schuller’s new ULCC restricted stock units vest?

The 61,947 restricted stock units granted to Steve Schuller vest in three substantially equal annual installments. The first installment starts on February 5, 2027, with the remaining installments vesting on the same date in the following two years.