Frontier Group Holdings (ULCC) EVP receives 45,512 shares; 19,911 withheld

Rhea-AI Filing Summary

Frontier Group Holdings EVP Howard Diamond reported equity compensation activity, not an open-market sale. On February 1, 2026, 45,512 Restricted Stock Units vested and were settled into the same number of shares of common stock at $0.00 exercise price.

The company then withheld 19,911 shares at $4.64 solely to cover tax obligations, which the filing states does not represent a sale by Diamond. After these transactions, he directly owned 135,197 shares of common stock and 45,512 Restricted Stock Units that are scheduled to fully vest on February 1, 2027.

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)
02/01/2026

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	02/01/2026		M(1)		45,512	A	(2)	155,108	D
Common Stock	02/01/2026		F		19,911(3)	D	$4.64	135,197	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)	02/01/2026		M			45,512	(4)	(2)	Common Stock	45,512	$0.00	45,512	D

Explanation of Responses:

1. This Form 4 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 February 1, 2026, 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 February 1, 2027.

Remarks:

	/s/ Howard M. Diamond	02/03/2026
	** 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).
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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 executive Howard Diamond report?

Howard Diamond, EVP Legal & Corporate Affairs at Frontier Group Holdings (ULCC), reported vesting of 45,512 Restricted Stock Units on February 1, 2026. These units settled into common shares as part of his equity compensation, not an open-market purchase or sale.

How many Frontier (ULCC) shares did Howard Diamond receive from RSU vesting?

Diamond received 45,512 shares of Frontier common stock from the vesting and settlement of 45,512 Restricted Stock Units. Each Restricted Stock Unit converts into one share of common stock, according to the filing’s explanation of the award structure.

Were any Frontier Group (ULCC) shares sold by Howard Diamond in this Form 4?

The filing states that no shares were sold by Howard Diamond. Shares reported as disposed were 19,911 shares withheld by the issuer solely to satisfy tax-withholding obligations related to the RSU vesting, rather than a discretionary market sale.

Why were 19,911 Frontier (ULCC) shares disposed of at $4.64 in the Form 4?

The 19,911 shares at $4.64 were withheld by Frontier Group Holdings to cover Diamond’s tax obligations from the RSU vesting. The filing clarifies this withholding is administrative and does not represent a sale by the reporting person in the open market.

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

After the reported transactions, Howard Diamond directly owned 135,197 shares of Frontier common stock. He also held 45,512 Restricted Stock Units that remain outstanding and are scheduled to fully vest on February 1, 2027, per the disclosure.

When do Howard Diamond’s remaining Frontier (ULCC) RSUs vest?

The filing notes that Diamond’s remaining 45,512 Restricted Stock Units are scheduled to fully vest on February 1, 2027. Until vesting, they represent a contingent right to receive an equal number of Frontier Group Holdings common shares.