ULCC EVP gets PSU shares and new RSU grant

Frontier Group Holdings EVP Howard Diamond reported equity compensation changes tied to performance and time-based awards.

Rhea-AI Filing Summary

Frontier Group Holdings EVP Howard Diamond reported equity compensation changes tied to performance and time-based awards. On February 5, 2026, 3,224 shares of common stock were acquired at $0.00 upon partial vesting of previously granted Performance Stock Units after the compensation committee determined performance goals were partially met.

On February 6, 2026, 1,410 shares were withheld at $5.65 per share to cover taxes from that vesting, leaving 137,011 common shares directly held. Diamond also received 88,496 Restricted Stock Units at $0.00, each representing one future common share and vesting in three equal annual installments starting February 5, 2027.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Diamond Howard

Role EVP, Legal & Corporate Affairs

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,410	$5.65	$8K
Grant/Award	Restricted Stock Units	88,496	$0.00	$0.00
Grant/Award	Common Stock	3,224	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 88,496 contracts (Direct); Common Stock — 137,011 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein.
3. F3. 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. F4. The Restricted Stock Units vest in three substantially equal annual installments beginning on February 5, 2027.

FAQ

What insider transactions did ULCC EVP Howard Diamond report on this Form 4?

Howard Diamond reported PSU-related share vesting, tax-share withholding, and a new RSU grant. He acquired 3,224 Frontier Group Holdings common shares, had 1,410 shares withheld for taxes, and received 88,496 Restricted Stock Units that vest over three years.

How many Frontier (ULCC) shares does Howard Diamond hold after these transactions?

After the reported transactions, Howard Diamond directly holds 137,011 Frontier Group Holdings common shares. This reflects PSU vesting and the withholding of 1,410 shares to satisfy tax obligations related to that vesting, as disclosed in the filing.

What are the terms of the 88,496 RSUs granted to ULCC EVP Howard Diamond?

Diamond received 88,496 Restricted Stock Units at no purchase price. Each RSU equals one Frontier Group common share and has no expiration date. The RSUs vest in three substantially equal annual installments beginning on February 5, 2027, subject to continued service.

What triggered the PSU vesting reported by Frontier (ULCC) EVP Howard Diamond?

The vesting came from Performance Stock Units granted February 6, 2025. On February 5, 2026, the compensation committee determined the issuer’s relative total shareholder return targets were partially met, causing a portion of the PSUs to vest into 3,224 shares of common stock.

Why were 1,410 Frontier (ULCC) shares withheld in Howard Diamond’s Form 4?

The 1,410 shares were withheld to cover taxes due on the PSU vesting. Instead of paying cash, a portion of the vested Frontier Group common shares was surrendered for tax withholding, a common structure for equity-based compensation events.

Do the Restricted Stock Units reported by ULCC’s EVP have an expiration date?

The filing states the Restricted Stock Units have no expiration date. Each RSU represents a contingent right to receive one Frontier Group common share, with settlement tied to the vesting schedule beginning February 5, 2027, rather than a fixed expiry.

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Accepted by SEC EDGAR 02/09/2026 - 04:29 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^*

Diamond Howard

(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)
	EVP, Legal & Corporate Affairs

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)		3,224	A	$0.00	138,421	D
Common Stock	02/06/2026		F		1,410(2)	D	$5.65	137,011	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		88,496		(4)	(3)	Common Stock	88,496	$0.00	88,496	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 M. Diamond	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.
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