Frontier (ULCC) SVP Alexandre Clerc logs PSU vesting, 61,947 RSUs and tax share withholding

Rhea-AI Filing Summary

Frontier Group Holdings SVP, Customers Alexandre Clerc reported equity compensation changes. On February 5, 2026, 2,536 shares of Common Stock were acquired at $0.00 upon partial vesting of previously granted Performance Stock Units tied to relative total shareholder return goals.

On February 6, 2026, 729 shares were withheld at $5.65 per share to cover taxes due on this vesting, leaving 42,483 Common shares directly held. Clerc also received 61,947 Restricted Stock Units, each representing one future share, which vest in three equal annual installments beginning on February 5, 2027.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Clerc Alexandre

Role SVP, Customers

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	729	$5.65	$4K
Grant/Award	Restricted Stock Units	61,947	$0.00	--
Grant/Award	Common Stock	2,536	$0.00	--

Holdings After Transaction: Common Stock — 42,483 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. 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).

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^*

Clerc Alexandre

(Last) (First) (Middle)

C/O FRONTIER GROUP HOLDINGS, INC.

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, Customers

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	43,212	D
Common Stock	02/06/2026		F		729(2)	D	$5.65	42,483	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	(3)	02/05/2026		A		61,947		(4)	(3)	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. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date.

4. 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 Alexandre Clerc	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 Alexandre Clerc report on this Form 4?

Alexandre Clerc reported PSU vesting into 2,536 Frontier Group Holdings (ULCC) Common shares at $0.00 and tax withholding of 729 shares at $5.65. He also reported a grant of 61,947 Restricted Stock Units, each convertible into one share of Common Stock.

How many Frontier (ULCC) shares does Alexandre Clerc own after these transactions?

After the reported transactions, Alexandre Clerc directly holds 42,483 shares of Frontier Group Holdings Common Stock. In addition, he beneficially owns 61,947 Restricted Stock Units, each representing a contingent right to receive one share of Common Stock in the future, subject to vesting.

What are the terms of the 61,947 Restricted Stock Units reported by ULCC’s SVP, Customers?

The 61,947 Restricted Stock Units each represent a right to receive one ULCC Common share and have no expiration date. They vest in three substantially equal annual installments beginning on February 5, 2027, as long as the vesting conditions, typically continued service, are satisfied.

What triggered the 2,536-share PSU vesting for Frontier (ULCC) executive Alexandre Clerc?

The 2,536 shares came from Performance Stock Units granted on February 6, 2025. On February 5, 2026, the Compensation Committee determined the total shareholder return goals versus a peer group were partially met, causing a corresponding portion of those PSUs to vest into Common Stock.

Why were 729 ULCC shares withheld in Alexandre Clerc’s Form 4 filing?

The 729 Frontier Group Holdings shares were withheld on February 6, 2026 at $5.65 per share to satisfy taxes due upon the vesting of Performance Stock Units. This is a common administrative transaction to cover withholding obligations using newly vested shares.

What role does Alexandre Clerc hold at Frontier Group Holdings (ULCC)?

Alexandre Clerc is an officer of Frontier Group Holdings serving as SVP, Customers. The Form 4 identifies him as a reporting person subject to Section 16, indicating his transactions in company equity securities must be disclosed due to his senior leadership position.