ULCC Form 4: 65,104 RSUs settled; 28,483 shares withheld by president

Frontier Group Holdings (ULCC) Form 4: The company’s President reported the vesting and settlement of 65,104 Restricted Stock Units on 10/16/2025.

Rhea-AI Filing Summary

Frontier Group Holdings (ULCC) Form 4: The company’s President reported the vesting and settlement of 65,104 Restricted Stock Units on 10/16/2025. In connection with the net share issuance, 28,483 shares were withheld to cover taxes at $4.42 per share; this withholding is not a market sale.

Following these transactions, the officer directly owns 208,726 shares of common stock. Derivative holdings show 65,105 RSUs remaining, which fully vest on October 16, 2026. No open-market sales by the reporting person occurred.

Insider Trade Summary

65,104 shares exercised/converted

Exercise 3 txns

Insider Dempsey James G.

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	65,104	$0.00	$0.00
Exercise	Common Stock	65,104	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	28,483	$4.42	$126K

Holdings After Transaction: Restricted Stock Units — 65,105 contracts (Direct); Common Stock — 208,726 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 on October 16, 2025, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
4. F4. The remaining Restricted Stock Units fully vest on October 16, 2026.

FAQ

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

What did ULCC disclose in this Form 4?

The President settled 65,104 RSUs on 10/16/2025, with shares withheld for taxes and no market sales.

How many ULCC shares were withheld for taxes, and at what price?

28,483 shares were withheld at $4.42 per share to satisfy tax obligations.

How many ULCC shares does the reporting officer own after these transactions?

Direct ownership is 208,726 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.

How many RSUs remain and when do they vest?

65,105 RSUs remain outstanding and fully vest on October 16, 2026.

What is the relationship of the reporting person to ULCC?

The reporting person is an officer, serving as President of Frontier Group Holdings.

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

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Accepted by SEC EDGAR 10/17/2025 - 04:35 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
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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 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)
10/16/2025

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	10/16/2025		M(1)		65,104	A	(2)	237,209	D
Common Stock	10/16/2025		F		28,483(3)	D	$4.42	208,726	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)	10/16/2025		M			65,104	(4)	(2)	Common Stock	65,104	$0.00	65,105	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 October 16, 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 16, 2026.

Remarks:

	/s/ Howard Diamond, as Attorney-in-fact for James Dempsey	10/17/2025
	** 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).
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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