Frontier exec reports 65K-share RSU vesting

ULCC’s CIO received vested shares from RSUs, with a portion withheld for taxes and no open-market sales reported.

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. (ULCC) reported that SVP and Chief Information Officer Mathew Jeffrey settled previously granted Restricted Stock Units into 65,445 shares of Common Stock on September 22, 2026. Of these, 18,818 shares were withheld by the company solely to satisfy tax withholding obligations and are not open-market sales. Jeffrey continues to hold 196,335 Restricted Stock Units, which vest in three equal annual installments beginning on September 22, 2027; no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

65,445 shares exercised/converted

Exercise 3 txns

Insider Mathew Jeffrey

Role SVP, Chief Information Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F4	65,445	$0.00	$0.00
Exercise	Common Stock F1, F2	65,445	--	--
Tax Withholding	Common Stock F3	18,818	$6.12	$115K

Holdings After Transaction: Restricted Stock Units — 196,335 contracts (Direct); Common Stock — 46,627 shares (Direct)

Footnotes (4)

1. F1. Relates solely to the settlement of previously granted Restricted Stock Units upon vesting. No shares were sold by the Reporting Person.
2. F2. 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. F3. 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 September 22, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
4. F4. The remaining Restricted Stock Units vest in three equal annual installments beginning on September 22, 2027.

Key Figures

RSUs settled into Common Stock: 65,445 shares Shares withheld for taxes: 18,818 shares Tax withholding price: $6.12 per share +2 more

5 metrics

RSUs settled into Common Stock 65,445 shares Settlement of previously granted Restricted Stock Units on September 22, 2026

Shares withheld for taxes 18,818 shares Shares of Common Stock withheld solely to satisfy tax withholding obligations

Tax withholding price $6.12 per share Price used for shares withheld to satisfy tax withholding obligations

RSUs remaining after settlement 196,335 Restricted Stock Units Total RSUs held by the reporting person following the September 22, 2026 transaction

RSU vesting schedule 3 equal annual installments Remaining RSUs vest annually beginning on September 22, 2027

Key Terms

Restricted Stock Units, tax withholding obligations, net issuance, vesting

4 terms

Restricted Stock Units financial

"Relates solely to the settlement of previously granted Restricted Stock Units upon"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"withheld by the Issuer solely to satisfy tax withholding obligations in connection"

net issuance financial

"in connection with the net issuance of shares of Issuer Common Stock"

vesting financial

"delivered to the Reporting Person on September 22, 2026, from the vesting of"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ULCC executive Mathew Jeffrey report on this Form 4?

He reported the vesting and settlement of 65,445 Restricted Stock Units into an equal number of Frontier Group Holdings common shares on September 22, 2026. The filing clarifies these relate to previously granted RSUs and that no shares were sold by the reporting person.

Did the ULCC insider sell any shares in the open market?

No. The filing states that the transaction relates solely to the settlement of previously granted RSUs and that no shares were sold by the reporting person. Shares disposed of were withheld by the issuer to cover tax withholding obligations.

How many ULCC shares were withheld for taxes in this Form 4?

Frontier Group Holdings withheld 18,818 shares of common stock to satisfy the reporting person’s tax withholding obligations related to the RSU vesting. These withheld shares are explicitly described as not representing a sale by the reporting person.

What are Mathew Jeffrey’s remaining RSU holdings in ULCC after this transaction?

After the settlement, Mathew Jeffrey holds 196,335 Restricted Stock Units of Frontier Group Holdings. According to the filing, the remaining RSUs vest in three equal annual installments beginning on September 22, 2027.

Was a Rule 10b5-1 trading plan involved in this ULCC Form 4?

No. The document-level checkbox for Rule 10b5-1 trading plans is left unchecked, and there is no footnote indicating that the transactions were made pursuant to such a plan.

How many RSUs converted into ULCC common stock in this transaction?

A total of 65,445 Restricted Stock Units converted into 65,445 shares of Frontier Group Holdings common stock. Each RSU represents a contingent right to receive one share of common stock and has no expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 04:04 PM Accepted by SEC EDGAR 09/22/2026 - 04:04 PM Learn about SEC filing dates

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^*

Mathew Jeffrey

(Last) (First) (Middle)

C/O FRONTIER GROUP HOLDINGS, INC.

4545 AIRPORT WAY

(Street)

DENVER COLORADO 80239

(City) (State) (Zip)

UNITED STATES

(Country)

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, Chief Information Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/22/2026		M(1)		65,445	A	(2)	65,445	D
Common Stock	09/22/2026		F		18,818(3)	D	$6.12	46,627	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)	09/22/2026		M			65,445	(4)	(2)	Common Stock	65,445	$0.00	196,335	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 Person on September 22, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. The remaining Restricted Stock Units vest in three equal annual installments beginning on September 22, 2027.

Remarks:

	/s/Howard Diamond, as Attorney-in-fact for Jeffrey Mathew	09/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)