Frontier Group (ULCC) exec settles RSUs; 68,359 shares withheld

Rhea-AI Filing Summary

Frontier Group Holdings (ULCC): President James Dempsey reported the vesting and settlement of restricted stock units on October 25, 2025. The filing shows the acquisition of 156,250 shares of common stock upon RSU vesting and a share withholding of 68,359 shares at $4.15 to cover taxes. Following these transactions, he directly owned 296,617 common shares.

Each restricted stock unit equals one share and has no expiration. The filing notes that no shares were sold by the reporting person in connection with the settlement. A remaining RSU balance of 156,250 units is scheduled to fully vest on October 25, 2026.

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^*

Dempsey James G.

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

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	10/25/2025		M(1)		156,250	A	(2)	364,976	D
Common Stock	10/25/2025		F		68,359(3)	D	$4.15	296,617	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)	10/25/2025		M			156,250	(4)	(2)	Common Stock	156,250	$0.00	156,250	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, 2025, 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 October 25, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for James Dempsey	10/28/2025
	** 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).
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FAQ

What did ULCC report in this Form 4?

An officer reported RSU vesting on October 25, 2025, acquiring 156,250 shares and withholding 68,359 shares at $4.15 for taxes.

How many ULCC shares does the reporting person own after the transaction?

He directly owned 296,617 common shares after the reported transactions.

Were any ULCC shares sold on the market?

No. The filing states no shares were sold; shares were withheld solely for taxes.

What RSUs remain outstanding and when do they vest?

There are 156,250 restricted stock units remaining, which fully vest on October 25, 2026.

What is the RSU-to-share conversion for ULCC?

Each restricted stock unit represents a contingent right to receive one share of common stock and has no expiration date.

What was the tax withholding detail in the filing?

The issuer withheld 68,359 shares at a price of $4.15 to satisfy tax obligations tied to the RSU settlement.