Frontier Group (NASDAQ: ULCC) SVP logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Frontier Group Holdings SVP Steve Schuller reported the vesting of 37,665 Restricted Stock Units and related tax withholding transactions on Common Stock. The RSU vesting on February 1, 2026, resulted in 37,665 shares of Common Stock being issued.

The company withheld 16,478 shares of Common Stock at $4.64 per share solely to cover tax obligations, which the filing states does not represent a sale by Schuller. After these entries, he beneficially owned 98,499 shares of Common Stock and 37,665 remaining RSUs that fully vest on February 1, 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)
02/01/2026

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	02/01/2026		M(1)		37,665	A	(2)	114,977	D
Common Stock	02/01/2026		F		16,478(3)	D	$4.64	98,499	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)	02/01/2026		M			37,665	(4)	(2)	Common Stock	37,665	$0.00	37,665	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 1, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. The remaining Restricted Stock Units fully vest on February 1, 2027.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for Steve Schuller	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ULCC SVP Steve Schuller report?

Steve Schuller reported the vesting of 37,665 Restricted Stock Units into Frontier Group Holdings Common Stock. The filing shows these RSUs converted on February 1, 2026, and were previously granted equity awards rather than open-market purchases or sales.

How many Frontier (ULCC) shares does Steve Schuller own after this Form 4?

After the reported transactions, Steve Schuller beneficially owned 98,499 shares of Frontier Common Stock. In addition, he held 37,665 Restricted Stock Units, which are rights to receive an equal number of Frontier shares at future vesting dates under prior equity awards.

Were any Frontier (ULCC) shares sold by Steve Schuller in this filing?

The filing states no shares were sold by Steve Schuller. Shares identified with transaction code F, totaling 16,478, were withheld by Frontier solely to satisfy tax withholding obligations related to the RSU vesting, and are not treated as sales by him.

What does the tax withholding transaction mean in Steve Schuller’s ULCC Form 4?

The company withheld 16,478 Frontier Common shares at $4.64 per share to cover Schuller’s tax obligations from the RSU vesting. This reduced the net shares delivered but allowed the tax to be settled without him selling stock on the open market.

When do Steve Schuller’s remaining Frontier (ULCC) RSUs vest?

The filing notes that Schuller’s remaining 37,665 Restricted Stock Units fully vest on February 1, 2027. Each RSU represents a contingent right to receive one share of Frontier Common Stock, and the RSUs have no stated expiration date in the disclosure.

What is the relationship between RSUs and Frontier (ULCC) Common Stock in this filing?

Each Restricted Stock Unit represents a right to receive one share of Frontier Common Stock. On February 1, 2026, 37,665 RSUs settled into the same number of Common shares, illustrating how equity awards granted earlier convert into actual stock as they vest.