Frontier Group Holdings, Inc. 8-K

What Happened
Frontier Group Holdings, Inc. announced on January 7, 2026 that its Board appointed James G. Dempsey as President and Chief Executive Officer effective immediately (he had been interim CEO since December 15, 2025). The Board also added him as a Class III director with a term expiring at the 2027 annual meeting. Separately, on January 8, 2026 the company issued a press release updating its estimated fourth quarter 2025 guidance; that press release is furnished as Exhibit 99.1 to the 8-K.

Key Details

• CEO appointment effective January 7, 2026; Mr. Dempsey had served as interim CEO since December 15, 2025. He is age 50; biographical details are in the company’s April 3, 2025 proxy (incorporated by reference).
• Compensation changes: annual base salary increased to $747,000; target cash incentive set to 125% of base salary.
• Equity awards: fiscal 2026 long-term equity awards with an aggregate grant-date fair value of $3,500,000 will be granted in the ordinary course. A promotion performance stock unit (PSU) grant with target grant-date fair value of $1,750,000 was approved; it cliff vests on the fourth anniversary, with payout determined by a performance multiplier tied to average share price (capped at $30.00/share) and no payout if average price is below 50% of the starting average.
• The company updated its estimated Q4 2025 guidance by press release on January 8, 2026; the full text is Exhibit 99.1 to the Form 8-K.

Why It Matters
This filing removes CEO transition uncertainty by formally naming the interim leader as permanent CEO and shows management compensation aligned with stock performance through sizeable equity awards and a price-linked promotion PSU. The updated Q4 2025 guidance (details in the Jan 8 press release) is the near-term financial item investors should review; changes to guidance can affect short-term expectations for revenue and profitability. Investors should read the January 8 press release (Exhibit 99.1) and monitor upcoming filings (the Amendment to Mr. Dempsey’s employment agreement will be filed as an exhibit to the company’s Form 10-Q as noted in the filing) for the full terms and any additional financial detail.