[Form 4] Frontier Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Frontier Group Holdings (ULCC) SVP & CFO Mark C. Mitchell reported the vesting and settlement of 52,083 Restricted Stock Units on 10/25/2025 (code M). The company withheld 22,786 shares at $4.15 (code F) to satisfy tax obligations; no shares were sold. After these entries, he directly holds 165,798 common shares. He also holds 52,084 RSUs, which fully vest on 10/25/2026.

Insights

Securities compliance analyst

Routine Form 4: RSU vesting with tax withholding; neutral impact.

Mark C. Mitchell, ULCC's SVP & CFO, disclosed RSU settlement of 52,083 shares on 10/25/2025 (code M). The filing notes each RSU equals one common share and carries no expiration date.

The issuer withheld 22,786 shares at $4.15 (code F) solely to cover taxes, explicitly stating this does not represent a sale. Post-transaction direct ownership stands at 165,798 common shares, with 52,084 RSUs remaining.

The remaining RSUs are scheduled to fully vest on 10/25/2026. Actual market effects depend on future vesting and any subsequent dispositions, none of which are indicated here.

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

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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^*

Mitchell Mark Christopher

(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)
	SVP & CFO

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)		52,083	A	(2)	188,584	D
Common Stock	10/25/2025		F		22,786(3)	D	$4.15	165,798	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			52,083	(4)	(2)	Common Stock	52,083	$0.00	52,084	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 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 Mark C. Mitchell	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).
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.

FAQ

What insider transaction did ULCC report?

The SVP & CFO reported the vesting and settlement of 52,083 RSUs on 10/25/2025 (code M).

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

The issuer withheld 22,786 shares at $4.15 (code F) to satisfy tax obligations.

What is the ULCC insider’s post-transaction share ownership?

Following the transactions, he directly holds 165,798 shares of common stock.

How many RSUs remain for the ULCC insider and when do they vest?

He holds 52,084 RSUs that fully vest on 10/25/2026.

Did the ULCC insider sell any shares?

No. The filing states that shares were withheld for taxes and do not represent a sale.

What position does the reporting person hold at ULCC?

He is the company’s SVP & CFO.