Frontier Group (NASDAQ: ULCC) CFO gets RSU award and PSU vesting

Rhea-AI Filing Summary

Frontier Group Holdings SVP & CFO Mark Christopher Mitchell reported equity compensation changes tied to performance and time-based awards. On February 5, 2026, 2,536 shares of common stock vested from previously granted Performance Stock Units after the Compensation Committee determined the performance goals were partially met.

On the same date, he received 88,496 Restricted Stock Units, each representing one future share of common stock, which will vest in three substantially equal annual installments beginning February 5, 2027. On February 6, 2026, 1,109 shares were withheld at a price of $5.65 per share to cover taxes due on the PSU vesting, leaving him with 167,225 directly held common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Mitchell Mark Christopher

Role SVP & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,109	$5.65	$6K
Grant/Award	Restricted Stock Units	88,496	$0.00	--
Grant/Award	Common Stock	2,536	$0.00	--

Holdings After Transaction: Common Stock — 167,225 shares (Direct); Restricted Stock Units — 88,496 shares (Direct)

Footnotes (1)

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. Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date. The Restricted Stock Units vest in three substantially equal annual installments beginning on February 5, 2027.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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)		2,536	A	$0.00	168,334	D
Common Stock	02/06/2026		F		1,109(2)	D	$5.65	167,225	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 Diamond, as Attorney-in-fact for Mark C. Mitchell	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.
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 transactions did ULCC CFO Mark Mitchell report on February 2026 Form 4?

He reported PSU vesting, a new RSU award, and tax withholding. 2,536 common shares vested from performance stock units, 88,496 Restricted Stock Units were granted, and 1,109 shares were withheld at $5.65 to satisfy taxes, leaving 167,225 common shares directly held.

How many Frontier (ULCC) shares vested from performance stock units for the CFO?

2,536 Frontier common shares vested from previously granted Performance Stock Units. The Compensation Committee determined on February 5, 2026 that performance goals were partially met, triggering this vesting based on total shareholder return versus a defined industry peer group.

What are the terms of the new 88,496 RSUs reported by ULCC’s CFO?

The 88,496 Restricted Stock Units each represent a right to one Frontier common share. They have no expiration date and vest in three substantially equal annual installments, beginning on February 5, 2027, providing the executive with time-based equity compensation exposure.

Why were 1,109 Frontier (ULCC) shares reported with code F at $5.65?

The 1,109 shares coded F were withheld to cover taxes due on PSU vesting. Instead of a market sale, the issuer retained these shares at $5.65 per share, reducing the shares delivered but satisfying the executive’s tax obligations.

How many Frontier common shares does the CFO directly hold after these transactions?

After the reported February 2026 transactions, the CFO directly holds 167,225 Frontier common shares. This figure reflects PSU vesting and the share withholding for taxes, as shown in the Form 4’s post-transaction ownership column for non-derivative securities.

How do the PSUs and RSUs differ in the ULCC CFO’s Form 4 filing?

The Performance Stock Units vested into 2,536 shares based on relative total shareholder return performance. The 88,496 Restricted Stock Units are time-based, each equal to one share, with vesting scheduled in three annual installments starting February 5, 2027.