Frontier Group CEO's 156,250-share stock award vests

The 68,359 shares were withheld for tax obligations connected with the net issuance, rather than sold by the executive.

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. President & CEO James G. Dempsey had 156,250 restricted stock units settle upon vesting on October 25, 2026, corresponding to 156,250 shares of common stock. The issuer withheld 68,359 shares solely to satisfy tax withholding obligations tied to the net issuance. No shares were sold by Dempsey, and no Rule 10b5-1 plan is reported.

Insider Trade Summary

156,250 shares exercised/converted

Exercise 3 txns

Insider Dempsey James G.

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F4	156,250	$0.00	$0.00
Exercise	Common Stock F1, F2	156,250	--	--
Tax Withholding	Common Stock F3	68,359	$4.94	$338K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 472,126 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 October 25, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
4. F4. The Restricted Stock Units have fully vested as of October 25, 2026.

Key Figures

Restricted stock units vested: 156,250 restricted stock units Common shares corresponding to RSUs: 156,250 shares Shares withheld for taxes: 68,359 shares +1 more

4 metrics

Restricted stock units vested 156,250 restricted stock units October 25, 2026

Common shares corresponding to RSUs 156,250 shares RSU settlement on October 25, 2026

Shares withheld for taxes 68,359 shares Withheld by the issuer on October 25, 2026

Reported price per share $4.94 per share Shares withheld on October 25, 2026

Key Terms

Restricted Stock Units, contingent right, net issuance, tax withholding obligations

4 terms

Restricted Stock Units financial

"settlement of previously granted Restricted Stock Units upon vesting"

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.

contingent right financial

"represents a contingent right to receive one share"

net issuance financial

"in connection with the net issuance of shares"

tax withholding obligations financial

"solely to satisfy tax withholding obligations"

FAQ

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

How many ULCC shares were withheld for taxes from James G. Dempsey?

Frontier Group Holdings, Inc. withheld 68,359 shares of common stock solely to satisfy tax withholding obligations connected with the net issuance to President & CEO James G. Dempsey on October 25, 2026. The withholding did not represent a sale by him.

How many ULCC RSUs vested for CEO James G. Dempsey?

President & CEO James G. Dempsey's 156,250 restricted stock units fully vested on October 25, 2026. Each unit represented a contingent right to receive one share of Frontier Group Holdings, Inc. common stock.

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

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Available on EDGAR 10/27/2026 - 04:09 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:09 PM EDT 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^*

Dempsey James G.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2026

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	10/25/2026		M(1)		156,250	A	(2)	540,485	D
Common Stock	10/25/2026		F		68,359(3)	D	$4.94	472,126	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)	10/25/2026		M			156,250	(4)	(2)	Common Stock	156,250	$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 Person on October 25, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. The Restricted Stock Units have fully vested as of October 25, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for James Dempsey	10/27/2026
	** 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)