Frontier (ULCC) EVP Howard Diamond nets 157,321 shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Frontier Group Holdings EVP Howard Diamond reported equity awards vesting and related tax share withholdings. On February 6, 2026, 18,335 Restricted Stock Units (RSUs) converted into the same number of common shares, with 8,021 shares withheld at $5.65 to cover taxes.

On February 8, 2026, additional RSUs for 11,328 and 6,442 shares were exercised into common stock, with 4,956 and 2,818 shares withheld at $6.52 for taxes. After these transactions, Diamond directly held 157,321 shares of Frontier common stock and 36,671 RSUs, which vest in two substantially equal annual installments beginning on February 6, 2027. The filing states no shares were sold by him; share reductions reflect issuer tax withholding.

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^*

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)
02/06/2026

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	02/06/2026		M(1)		18,335	A	(2)	155,346	D
Common Stock	02/06/2026		F		8,021(3)	D	$5.65	147,325	D
Common Stock	02/08/2026		M(1)		11,328	A	(2)	158,653	D
Common Stock	02/08/2026		F		4,956(4)	D	$6.52	153,697	D
Common Stock	02/08/2026		M(1)		6,442	A	(2)	160,139	D
Common Stock	02/08/2026		F		2,818(4)	D	$6.52	157,321	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)	02/06/2026		M			18,335	(5)	(2)	Common Stock	18,335	$0.00	36,671	D
Restricted Stock Units	(2)	02/08/2026		M			11,328	(6)	(2)	Common Stock	11,328	$0.00	0.00	D
Restricted Stock Units	(2)	02/08/2026		M			6,442	(6)	(2)	Common Stock	6,442	$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 on February 6, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

4. 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 February 8, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.

5. The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027.

6. The Restricted Stock Units have fully vested as of February 8, 2026.

Remarks:

	/s/ Howard M. Diamond	02/10/2026
	** 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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FAQ

What did Frontier Group (ULCC) EVP Howard Diamond report in this Form 4?

Howard Diamond reported vesting of multiple Restricted Stock Unit (RSU) grants that converted into Frontier common stock. Related shares were withheld by the company solely to satisfy tax obligations, and the filing states no open-market sales were made by him.

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

After the reported RSU conversions and tax withholdings, Howard Diamond directly holds 157,321 shares of Frontier Group Holdings common stock. This figure reflects the net position after issuer share withholdings used to cover associated tax liabilities on the vested RSUs.

Were any of Howard Diamond’s Frontier (ULCC) shares sold in the market?

The filing states that no shares were sold by Howard Diamond. Shares shown with transaction code “F” and prices of $5.65 and $6.52 represent issuer withholdings to satisfy tax obligations on vested RSUs, not discretionary market sales.

What RSU vesting activity did Frontier (ULCC) report for Howard Diamond on February 6, 2026?

On February 6, 2026, 18,335 Restricted Stock Units converted into 18,335 Frontier common shares for Howard Diamond. The company withheld 8,021 of those shares at $5.65 per share to cover tax obligations, leaving him with 147,325 directly held shares afterward.

What RSU and tax withholding transactions occurred on February 8, 2026 for ULCC?

On February 8, 2026, RSUs for 11,328 and 6,442 shares vested into Frontier common stock for Howard Diamond. The company withheld 4,956 and 2,818 shares at $6.52 per share for taxes, resulting in a direct holding of 157,321 shares after all entries.

How many Restricted Stock Units remain for Howard Diamond at Frontier (ULCC) and when do they vest?

Following the reported transactions, Howard Diamond holds 36,671 Restricted Stock Units. According to the filing, these remaining RSUs vest in two substantially equal annual installments beginning on February 6, 2027, providing additional future share delivery if conditions are met.

What does the Form 4 say about the status of certain RSU grants as of February 8, 2026?

The Form 4 notes that certain Restricted Stock Units had fully vested as of February 8, 2026. Those fully vested RSUs were then settled into Frontier common shares, with a portion of the resulting shares withheld by the issuer to satisfy related tax withholding obligations.