UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-40304

Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware			46-3681866
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

4545 Airport Way

Denver, CO 80239

(720) 374-4550

(Address of principal executive offices, including zip code, and Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

ULCC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had ~~227~~228,~~764~~155,~~555~~458 shares of common stock, $0.001 par value per share, outstanding as of ~~April~~August 251, 2025.

TABLE OF CONTENTS

			Page
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Income (Loss)			5
Condensed Consolidated Statements of Cash Flows			6
Condensed Consolidated Statements of Stockholders’ Equity			7
Notes to Condensed Consolidated Financial Statements			89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2123
Glossary of Airline Terms			3541
Item 3. Quantitative and Qualitative Disclosures about Market Risk			3642
Item 4. Controls and Procedures			3743
Part II. Other Information
Item 1. Legal Proceedings			3844
Item 1A. Risk Factors			3844
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3844
Item 3. Defaults Upon Senior Securities			3844
Item 4. Mine Safety Disclosures			3844
Item 5. Other Information			3844
Item 6. Exhibits			4045
Signature			4146

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Words such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “intends,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “targets,” “predict,” “potential” and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025 (the “2024 Annual Report”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1A, “Risk Factors” and other factors set forth in other parts of this Quarterly Report on Form 10-Q, as well as those risks and uncertainties set forth from time to time under the sections captioned “Risk Factors” in our reports and other documents filed with the SEC, including our 2024 Annual Report. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(unaudited, in millions, except share data)

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	~~686~~563	$	740
Accounts receivable, net	8998		73
Supplies, net	8186		79
Other current assets	9785		98
Total current assets	~~953~~832		990
Property and equipment, net	~~396~~458		376
Operating lease right-of-use assets	4,~~242~~270		3,930
Pre-delivery deposits for flight equipment	~~415~~466		404
Intangible assets, net	27		27
Other assets	~~448~~471		426
Total assets	$	6,~~481~~524	$	6,153
Liabilities and stockholders’ equity
Accounts payable	$	~~120~~169	$	115
Air traffic liability	~~358~~324		294
Frequent flyer liability	18		18
Current maturities of long-term debt, net	~~263~~326		261
Current maturities of operating leases	~~686~~700		664
Other current liabilities	~~497~~508		500
Total current liabilities	12,~~942~~045		1,852
Long-term debt, net	~~244~~234		241
Long-term operating leases	3,~~598~~610		3,302
Long-term frequent flyer liability	3234		31
Other long-term liabilities	95		123
Total liabilities	56,~~911~~018		5,549
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.001 par value per share, with 227,740,207 and 225,440,496 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.001 par value per share, with 228,134,548 and 225,440,496 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	~~423~~429		414
Retained earnings	~~153~~83		196
Accumulated other comprehensive income (loss)	(6)		(6)
Total stockholders’ equity	~~570~~506		604
Total liabilities and stockholders’ equity	$	6,~~481~~524	$	6,153

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(unaudited, in millions, except per share data)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating revenues:
Passenger	$	~~884~~898	$	~~845~~950	$	1,782	$	1,795
Other	2831		2023		59		43
Total operating revenues	~~912~~929		~~865~~973		1,841		1,838
Operating expenses:
Aircraft fuel	~~238~~230		~~263~~288		468		551
Salaries, wages and benefits	~~249~~254		~~233~~244		503		477
Aircraft rent	~~161~~194		~~159~~147		355		306
Station operations	~~180~~178		~~137~~163		358		300
Maintenance, materials and repairs	5147		4942		98		91
Sales and marketing	4139		4047		80		87
Depreciation and amortization	2021		1618		41		34
Other operating	1841		(1)		59		(2)
Total operating expenses	~~958~~1,004		~~896~~948		1,962		1,844
Operating income (loss)	(4675)		~~(31)~~25		(121)		(6)
Other income (expense):
Interest expense	(910)		(98)		(19)		(17)
Capitalized interest	8		97		16		16
Interest income and other	7		78		14		15
Total other income (expense)	65		7		11		14
Income (loss) before income taxes	(4070)		~~(24)~~32		(110)		8
Income tax expense (benefit)	3—		21		3		3
Net income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Earnings (loss) per share:
Basic	$	(0.1931)	$	(0.~~12)~~14	$	(0.50)	$	0.02
Diluted	$	(0.1931)	$	(0.~~12)~~14	$	(0.50)	$	0.02

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited, in millions)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Amortization from cash flow hedges, net of adjustment for deferred tax benefit/(expense) of less than $(1) for each of the three months ended March 31, 2025 and 2024	—		—
Amortization from cash flow hedges, net of adjustment for deferred tax benefit/(expense) of less than $(1) for each of the three and six months ended June 30, 2025 and 2024	—		—		—		—
Other comprehensive income (loss)	—		—		—		—
Comprehensive income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited, in millions)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(43)	$	(26)
Net income (loss)	$	(113)	$	5
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Deferred income taxes	3		23
Depreciation and amortization	2041		1634
Gains recognized on sale-leaseback transactions	(5690)		(71148)
Stock-based compensation	511		49
Changes in operating assets and liabilities:
Accounts receivable, net	(1625)		(41)
Supplies and other current assets	68		41
Aircraft maintenance deposits	—		~~(4)~~82
Other long-term assets	(49103)		(48105)
Accounts payable	451		59
Air traffic liability	6430		7570
Other liabilities	(2432)		2528
Cash used in operating activities	(86219)		(2213)
Cash flows from investing activities:
Capital expenditures	(1851)		(1748)
Pre-delivery deposits for flight equipment, net of refunds	(1162)		1315
Other	—		(31)
Cash used in investing activities	(29113)		(734)
Cash flows from financing activities:
Proceeds from issuance of debt, net of issuance costs	33101		69142
Principal repayments on debt	(2843)		(74161)
Proceeds from sale-leaseback transactions	5293		48116
Proceeds from the exercise of stock options	6		1
Tax withholdings on share-based awards	(2)		(2)
Cash provided by financing activities	61155		4296
Net increase (decrease) in cash, cash equivalents and restricted cash	(54177)		1349
Cash, cash equivalents and restricted cash, beginning of period	740		609
Cash, cash equivalents and restricted cash, end of period	$	~~686~~563	$	~~622~~658

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited, in millions, except share data)

	Common Stock			Additionalpaid-incapital		Retainedearnings		Accumulated other comprehensive income (loss)		Total
	Shares	Amount
Balance at December 31, 2023	222,998,790	$	—	$	403	$	111	$	(7)	$	507
Net income (loss)	—	—		—		(26)		—		(26)
Shares issued in connection with vesting of restricted stock units	741,546	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(252,094)	—		(2)		—		—		(2)
Stock option exercises	398,062	—		1		—		—		1
Stock-based compensation	—	—		4		—		—		4
Balance at March 31, 2024	223,886,304	$	—	$	406	$	85	$	(7)	$	484
Balance at December 31, 2024	225,440,496	$	—	$	414	$	196	$	(6)	$	604
Net income (loss)	—	—		—		31		—		31
Net income (loss)	—	—		—		(43)		—		(43)
Shares issued in connection with vesting of restricted stock units	248,979	—		—		—		—		—
Shares issued in connection with vesting of restricted stock units	732,422	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(23,772)	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(224,187)	—		(2)		—		—		(2)
Stock option exercises	360,155	—		—		—		—		—
Shares issued in connection with warrant exercises, net	248,893	—		—		—		—		—
Stock option exercises	1,542,583	—		6		—		—		6
Stock-based compensation	—	—		5		—		—		5
Balance at March 31, 2025	227,740,207	$	—	$	423	$	153	$	(6)	$	570
Balance at June 30, 2024	224,471,666	$	—	$	411	$	116	$	(7)	$	520

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Continued)

(unaudited, in millions, except share data)


	Common Stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Total
	Shares	Amount
Balance at December 31, 2024	225,440,496	$	—	$	414	$	196	$	(6)	$	604
Net income (loss)	—	—		—		(43)		—		(43)
Shares issued in connection with vesting of restricted stock units	732,422	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(224,187)	—		(2)		—		—		(2)
Shares issued in connection with warrant exercises, net	248,893	—		—		—		—		—
Stock option exercises	1,542,583	—		6		—		—		6
Stock-based compensation	—	—		5		—		—		5
Balance at March 31, 2025	227,740,207	$	—	$	423	$	153	$	(6)	$	570
Net income (loss)	—	—		—		(70)		—		(70)
Shares issued in connection with vesting of restricted stock units	424,649	—		—		—		—		—
Shares withheld to cover employee taxes on vested restricted stock units	(50,258)	—		—		—		—		—
Stock option exercises	19,950	—		—		—		—		—
Stock-based compensation	—	—		6		—		—		6
Balance at June 30, 2025	228,134,548	—		$	429	$	83	$	(6)	$	506

See Notes to Condensed Consolidated Financial Statements

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”) and include the accounts of Frontier Group Holdings, Inc. (“FGHI” or the “Company”) and its wholly-owned direct and indirect subsidiaries, including Frontier Airlines Holdings, Inc. (“FAH”) and Frontier Airlines, Inc. (“Frontier”). All wholly-owned subsidiaries are consolidated, with all intercompany transactions and balances being eliminated.

The Company is an ultra low-cost, low-fare airline headquartered in Denver, Colorado that offers flights throughout the United States and to select international destinations in the Americas, serving approximately 110 airports.

The Company is managed as a single business unit that provides air transportation for passengers and management has concluded there is only one reportable segment. The Company has identified net income (loss) as the primary measurement of the segment’s profit or loss. Please see the Company’s “Condensed Consolidated Statements of Operations” for net income (loss), as well as other significant revenue and expense components of profit or loss, for the three and six months ended ~~March 31~~June 30, 2025 and 2024. The Company has identified total assets as the primary measurement of the segment’s assets. Please see the Company’s “Condensed Consolidated Balance Sheets” for total assets as of ~~March~~June 3130, 2025 and December 31, 2024.

The accompanying condensed consolidated financial statements include the accounts of the Company and reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (the “2024 Annual Report”).

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year. The air transportation business is subject to significant seasonal fluctuations and is volatile and highly affected by economic cycles and trends.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. Revenue Recognition

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company’s air traffic liability balance was $~~362~~324 million and $303 million, respectively, which includes amounts classified as other long-term liabilities on the Company’s condensed consolidated balance sheets. During the ~~three~~six months ended ~~March~~June 3130, 2025, 7889% of the air traffic liability as of December 31, 2024 was recognized as passenger revenue within the Company’s condensed consolidated

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

~~consolidated~~ statements of operations. Of the air traffic liability balances as of ~~March~~June 3130, 2025 and December 31, 2024, $5150 million and $56 million, respectively, was related to unearned membership fees.

During the three and six months ended ~~March~~June 3130, 2025 and 2024, the Company recognized $1820 million, $38 million, $10 million and $818 million, respectively, of revenue related to expected and actual expiration of customer rights to book future travel, ~~respectively,~~ in passenger revenues within the Company’s condensed consolidated statements of operations.

Operating revenues are comprised of passenger revenues, which includes fare and non-fare passenger revenues, and other revenues. Disaggregated operating revenues are as follows (in millions):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Passenger revenues:
Fare	$	~~350~~348	$	~~324~~355	$	698	$	679
Non-fare passenger revenues:
Service fees	~~234~~252		~~216~~266		486		482
Baggage	~~205~~186		~~204~~233		391		437
Seat selection	6981		6467		150		131
Other	2631		3729		57		66
Total non-fare passenger revenue	~~534~~550		~~521~~595		1,084		1,116
Total passenger revenues	~~884~~898		~~845~~950		1,782		1,795
Other revenues	2831		2023		59		43
Total operating revenues	$	~~912~~929	$	~~865~~973	$	1,841	$	1,838

The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by principal geographic region, as defined by the U.S. Department of Transportation (the “DOT”), are as follows (in millions):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Domestic	$	~~868~~874	$	~~802~~904	$	1,742	$	1,706
Latin America	4455		6369		99		132
Total operating revenues	$	~~912~~929	$	~~865~~973	$	1,841	$	1,838

The Company attributes operating revenues by geographic region based upon the origin and destination of each passenger flight segment. The Company’s tangible assets consist primarily of flight equipment, which are mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions.

~~3. Other Current Assets~~10

	March 31, 2025		December 31, 2024
Supplier incentives	$	53	$	56
Prepaid expenses	22		18
Forgivable loans	16		16
Income tax and other taxes receivable	3		4
Other	3		4
Total other current assets	$	97	$	98

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

3. Other Current Assets

Other current assets consist of the following (in millions):


	June 30, 2025		December 31, 2024
Supplier incentives	$	41	$	56
Prepaid expenses	20		18
Forgivable loans	15		16
Income tax and other taxes receivable	4		4
Other	5		4
Total other current assets	$	85	$	98

4. Other Current Liabilities

Other current liabilities consist of the following (in millions):

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Passenger and other taxes and fees payable	$	~~161~~144	$	141
Salaries, wages and benefits	~~115~~117		120
Station obligations	79		80
Aircraft maintenance	76		51
Aircraft maintenance	51		51
Station obligations	75		80
Fuel liabilities	3032		39
Leased aircraft return costs	1517		20
Other current liabilities	4647		49
Total other current liabilities	$	~~497~~508	$	500

5. Debt

The Company’s debt obligations are as follows (in millions):

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Secured debt:
Pre-delivery Credit Facilities(a)	$	~~333~~386	$	329
Building notes(b)	12		12
Revolving loan facility(c)	—		—
Unsecured debt:
Affinity card advance purchase of miles(d)	101		100
PSP promissory notes(e)	66		66
Total debt	~~512~~565		507
Less: current maturities of long-term debt, net	(~~263~~326)		(261)
Less: total debt acquisition costs and other discounts, net	(5)		(5)
Long-term debt, net	$	~~244~~234	$	241

__________________

(a)The Company has multiple pre-delivery credit facilities which consists of the PDP Financing Facility, the Second PDP Financing Facility and the Third PDP Financing Facility, all as defined below (together, the “Pre-delivery Credit Facilities”). The Pre-delivery Credit Facilities are for the financing of pre-delivery deposit payments (“PDPs”) for the Company’s A320neo family aircraft purchase agreement. Each facility is collateralized by the Company’s purchase agreement for the associated A320neo family aircraft deliveries through the term of the respective facilities. Total capacity (drawn or undrawn) under the Pre-delivery Credit Facilities is $~~478~~476 million. See Note 8 for the Company’s commitment schedule regarding its A320neo family orderbook.

The Company, through an affiliate, entered into a PDP facility in December 2014 (as amended from time to time, the “PDP Financing Facility”) for the financing of certain aircraft PDPs. The facility consists of separate loans for each PDP aircraft. Interest is paid every 90 days based on the Secured Overnight Financing Rate (“SOFR”) plus a margin for each separate loan. Each separate loan matures upon the earlier of (i) delivery of that aircraft to the Company by Airbus, (ii) the date one month following the last day of the scheduled delivery month of such aircraft and (iii) if there is a delay in delivery of aircraft, depending on the cause of the delivery delay, up to six months following the last day of the scheduled delivery month of such aircraft. The PDP Financing Facility will be repaid periodically according to the preceding sentence, with the facility maturing in December 2026.11

In September 2024, the Company, through an affiliate, entered into a PDP facility (the “Second PDP Financing Facility”) with a lender not otherwise party to the PDP Financing Facility or Third PDP Financing Facility in connection with the financing of PDPs for certain aircraft deliveries not associated with either the PDP Financing Facility or the Third PDP Financing Facility. Interest is paid quarterly based on SOFR plus an applicable margin. Additionally, the Second PDP Financing Facility requires a commitment fee based on the level of the outstanding loan amounts compared to the committed amount. The Second PDP Financing Facility will be repaid when the facility matures in September 2027.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

~~commitment~~The ~~fees~~Company, tothrough bean ~~paid~~affiliate, onentered into a ~~quarterly~~PDP ~~basis,~~facility onin ~~each~~December ~~individual~~2014 ~~aircraft~~(as ~~delivery~~amended ~~once~~from ~~PDP~~time ~~funding~~to ~~begins~~time, ~~based on~~ the ~~reference~~“PDP ~~amount~~Financing Facility”) for ~~that~~the ~~aircraft~~financing atof acertain ~~fixed~~aircraft ~~annual~~PDPs. ~~rate~~The facility consists of ~~the~~separate ~~two-year~~loans Ufor each PDP aircraft.S. ~~Treasury~~Interest ~~Rate~~is ~~plus~~paid anevery ~~applicable~~90 ~~margin.~~days ~~The~~based ~~facility~~on ~~consists~~the ofSecured ~~separate~~Overnight ~~loans~~Financing Rate (“SOFR”) plus a margin for each ~~PDP~~separate ~~aircraft~~loan. Each separate loan matures upon the earlier of (i) delivery of that aircraft to the Company by Airbus S.A.S. ~~The~~(“Airbus”), ~~Third~~(ii) the date one month following the last day of the scheduled delivery month of such aircraft and (iii) if there is a delay in delivery of aircraft, depending on the cause of the delivery delay, up to six months following the last day of the scheduled delivery month of such aircraft. The PDP Financing Facility will be repaid periodically according to the preceding sentence, with the facility maturing in ~~August~~December 2026.

~~(b)Represents~~In ~~notes~~September ~~with~~2024, ~~a commercial bank related to~~ the Company’s, ~~headquarters.~~through Inan ~~June 2024~~affiliate, ~~the Company~~ entered into a $6PDP ~~million~~facility ~~note~~(the ~~maturing~~“Second inPDP ~~June~~Financing ~~2031~~Facility”) ~~and~~with ~~then entered into~~ a ~~second~~lender ~~agreement~~not inotherwise ~~September~~party ~~2024~~to ~~with~~ the ~~same~~PDP ~~lender~~Financing toFacility ~~fund~~or anThird ~~additional~~PDP $6Financing ~~million~~Facility ~~bringing~~in ~~the~~connection ~~total indebtedness to $12 million,~~ with the ~~second~~financing $6of ~~million~~PDPs ~~note~~for ~~maturing~~certain inaircraft ~~September~~deliveries ~~2031.~~not ~~The~~associated ~~Company~~with iseither ~~required~~the toPDP ~~make~~Financing ~~regular~~Facility ~~monthly~~or ~~payments~~the onThird ~~principal~~PDP ~~and~~Financing ~~unpaid interest~~Facility. Interest onis ~~the~~paid ~~new~~quarterly ~~notes~~based ~~will accrue~~ on ~~the~~SOFR ~~unpaid~~plus ~~principal~~an ~~balance~~applicable atmargin. aAdditionally, ~~fixed~~the ~~annual~~Second ~~rate~~PDP ofFinancing ~~the~~Facility ~~seven-year~~requires ~~U.S.~~a ~~Treasury~~commitment ~~Rate~~fee ~~plus~~based anon ~~applicable~~the ~~margin.~~level Onof the ~~maturity~~outstanding ~~date,~~loan ~~one~~amounts ~~final~~compared ~~balloon~~to ~~payment~~the ~~will~~committed beamount. ~~made~~The toSecond ~~cover~~PDP ~~all~~Financing ~~unpaid~~Facility ~~principal,~~will ~~accrued~~be ~~unpaid~~repaid ~~interest~~when ~~and~~the ~~any~~facility ~~other~~matures ~~amounts~~in ~~due~~September 2027.

In September 2024, the Company entered into another PDP facility (the “Third PDP Financing Facility”) with a lender not otherwise party to the PDP Financing Facility or Second PDP Financing Facility in connection with the financing of PDPs for certain aircraft deliveries not associated with either the PDP Financing Facility or the Second PDP Financing Facility. The Third PDP Financing Facility requires commitment fees to be paid, on a quarterly basis, on each individual aircraft delivery once PDP funding begins, based on the reference amount for that aircraft at a fixed annual rate of the two-year U.S. Treasury rate plus an applicable margin. The Third PDP Financing Facility consists of separate loans for each PDP aircraft. Each separate loan matures upon the delivery of that aircraft to the Company. The Third PDP Financing Facility will be repaid periodically according to the preceding sentence, with the facility maturing in August 2026.

(b)Represents notes with a commercial bank related to the Company’s headquarters. In June 2024, the Company entered into a $6 million note maturing in June 2031 and then entered into a second agreement in September 2024 with the same lender to fund an additional $6 million note maturing in September 2031, bringing the total indebtedness to $12 million. The Company is required to make regular monthly payments on principal and unpaid interest. Interest on the notes will accrue on the unpaid principal balance at a fixed annual rate of the seven-year U.S. Treasury rate plus an applicable margin. On the maturity date, one final balloon payment will be made to cover all unpaid principal, accrued unpaid interest and any other amounts due.

(c)In September 2024, the Company entered into a revolving line of credit available for general corporate purposes (the “Revolving Loan Facility”). The Revolving Loan Facility was undrawn at closing and provided $205 million of commitments secured by the Company’s loyalty programs and brand-related assets. The Revolving Loan Facility will bear interest at a rate of SOFR plus an applicable margin, payable in quarterly installments, on any outstanding balance as well as a quarterly commitment fee at an applicable margin on the undrawn amounts. The Revolving Loan Facility matures in September 2027.

(d)The Company entered into an agreement with Barclays Bank Delaware (“Barclays”) in 2003, as amended from time to time, which provides for joint marketing, grants certain benefits to co-branded credit cardholders (“Cardholders”) and allows Barclays to market using the Company’s customer database, through 2029. Cardholders earn miles under the FRONTIER Miles program and the Company sells miles at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders. In addition, Barclays will pre-purchase miles if the Company so requests and meets certain conditions precedent. The pre-purchased miles facility amount available to the Company is to be reset on January 15 of each calendar year through 2028, based on the aggregate amount of fees payable by Barclays to the Company on a calendar year basis and subject to certain other conditions, up to an aggregate maximum facility amount of $200 million. The Company pays interest on a monthly basis, which is based on a one-month Effective Federal Funds Rate (“EFFR”) plus a margin. Beginning December 2028, the facility is scheduled to be repaid in 12 equal monthly installments.

(e)As a result of the Company’s participation in the payroll support programs offered by the U.S. Department of the Treasury (the “Treasury”), the Company obtained a series of 10-year, low-interest loans from the Treasury (collectively, the “PSP Promissory Notes”) that are due between 2030 and 2031. The PSP Promissory Notes include an annual interest rate of 1.00% for the first five years and ~~the~~ SOFR plus 2.00% in the final five years, with bi-annual interest payments. The loans can be prepaid at par at any time without incurring a penalty.

In connection with the term loan facility entered into with the Treasury in September 2020, which was repaid in full in February 2022, and the PSP Promissory Notes, the Company issued warrants to purchase 3,117,940 shares of FGHI common stock at a weighted-average price of $6.95 per share. ~~These warrants will expire between May 2025 and June 2026.~~ During the ~~three~~six months ended ~~March~~June 3130, 2025, 1,244,608 warrants were exercised. The Company settled the exercises through a net share settlement of 248,893 shares of FGHI common stock and cash of less than $1 million. As of ~~March~~June 3130, 2025, warrants to purchase 1,873,332 shares of FGHI common stock were outstanding. The remainder of the warrants will expire between September 2025 and June 2026.

~~As of March 31, 2025, the Company had no outstanding borrowings under the Revolving Loan Facility as the entirety of the $205 million was undrawn.~~12

Cash payments for interest related to debt were $9 million for each of the three months ended March 31, 2025 and 2024.

The Company has caused standby letters of credit and surety bonds to be issued to various airport authorities and vendors that are collateralized by a portion of the Company’s property and equipment and, as of March 31, 2025 and December 31, 2024, the Company did not have any outstanding letters of credit that were drawn upon.

	Total
Remainder of 2025	$	209
2026	120
2027	4
2028	9
2029	93
Thereafter	77
Total debt principal payments	$	512

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

~~The~~As ~~Company~~of ~~continues to monitor covenant compliance with various parties~~June 30, ~~including~~2025, ~~but~~the ~~not~~Company ~~limited~~had ~~to,~~no ~~its~~outstanding ~~lenders~~borrowings ~~and~~under ~~credit~~the ~~card~~Revolving ~~processors.~~Loan AsFacility ofas ~~March 31, 2025,~~ the ~~Company~~entirety ~~was~~of inthe ~~compliance~~$205 ~~with~~million ~~all~~was ~~of its covenants~~undrawn.

Cash payments for interest related to debt were $18 million and $17 million for the six months ended June 30, 2025 and 2024, respectively.

The Company has caused standby letters of credit and surety bonds to be issued to various airport authorities and vendors that are collateralized by a portion of the Company’s property and equipment and, as of June 30, 2025 and December 31, 2024, the Company did not have any outstanding letters of credit that were drawn upon.

As of June 30, 2025, future maturities of debt were payable as follows (in millions):


	Total
Remainder of 2025	$	182
2026	191
2027	13
2028	9
2029	93
Thereafter	77
Total debt principal payments	$	565

The Company continues to monitor covenant compliance with various parties, including, but not limited to, its lenders and credit card processors. As of June 30, 2025, the Company was in compliance with all of its covenants.

6. Operating Leases

Aircraft

As of ~~March~~June 3130, 2025, the Company leased ~~163~~164 aircraft with remaining terms ranging from 1 ~~month~~year to 12 years, all of which are under operating leases and are included within operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. In addition, as of ~~March~~June 3130, 2025, the Company leased 3842 spare engines, all of which are under operating leases, with the remaining terms ranging from 1 month to 12 years. As of ~~March~~June 3130, 2025, the lease rates for 1014 of the engines depended on usage-based metrics which are variable and, as such, these leases were not recorded on the Company’s condensed consolidated balance sheets as operating lease right-of-use assets or as operating lease liabilities.

During the three and six months ended ~~March~~June 3130, 2025 and 2024, the Company completed sale-leaseback transactions with third-party lessors for ~~four~~three, ~~and~~seven, six, and twelve new Airbus A320neo family aircraft, respectively. Additionally, during the three and six months ended June 30, 2025 and 2024, the Company completed zero, two, two, and two sale-leaseback transactions with third-party lessors for ~~two~~ engines ~~during the three months ended March 31~~, ~~2025~~respectively. All of the leases from the sale-leaseback transactions are accounted for as operating leases. The Company recognized gains on sale-leaseback transactions of $5634 million, $90 million, $77 million and $71148 million during the three and six months ended ~~March~~June 3130, 2025 and 2024, respectively, which are included as a component of other operating expenses within the Company’s condensed consolidated statements of operations.

Aircraft Rent Expense and Maintenance Obligations

During the three and six months ended ~~March~~June 3130, 2025 and 2024, aircraft rent expense was $~~161~~194 million, $355 million, $147 million and $~~159~~306 million, respectively. Aircraft rent expense includes supplemental rent, which is made up of probable lease return condition obligations. The portion of supplemental rent expense related to probable lease return condition obligations was $~~(12)~~15 million, ~~and~~ $133 million ~~for the three months ended March 31~~, ~~2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the Company’s total leased aircraft and spare engine return cost liability was~~ $221 million, and $4914 million, ~~respectively,~~for ~~which~~the ~~are~~three ~~reflected in other current liabilities~~ and ~~other long-term liabilities on the Company’s condensed consolidated balance sheets.~~

During the three months ended March 31, 2025, the Company extended the term for certain aircraft operating leases that were slated to expire in 2026 and 2027. For the three months ended March 31, 2025, the Company recorded a $20 million benefit to aircraft rent in the Company’s condensed consolidated statement of operations related to previously accrued lease return costs that were variable in nature and associated with the anticipated utilization and condition of the airframes and engines at the original return date. Given the extension of these aircraft operating leases, such variable return costs are no longer probable of occurring.13

Airport Facilities

The Company’s facility leases are primarily for space at approximately 110 airports, primarily in the United States. These leases are classified as operating leases and reflect the use of airport terminals, ticket counters, office space and maintenance facilities. Generally, this space is leased from government agencies that control the use of the airport. The majority of these leases are short-term in nature and renew on an evergreen basis. For these leases, the contractual term is used as the lease term. As of March 31, 2025, the remaining lease terms vary from 1 month to 14 years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually, and because of the variable nature of the rates, these leases are not recorded on the Company’s condensed consolidated balance sheets as right-of-use assets and lease liabilities.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, the Company’s total leased aircraft and spare engine return cost liability was $31 million and $49 million, respectively, which are reflected in accounts payable, other current liabilities and other long-term liabilities on the Company’s condensed consolidated balance sheets.

During the six months ended June 30, 2025, the Company extended the term for certain aircraft operating leases that were slated to expire in 2026 and 2027. For the three and six months ended June 30, 2025, the Company recorded no benefit and a benefit of $20 million, respectively, to aircraft rent in the Company’s condensed consolidated statements of operations related to previously accrued lease return costs. During the six months ended June 30, 2024, the Company extended the term for certain aircraft operating leases that were slated to expire between 2025 and 2027. For the three and six months ended June 30, 2024, the Company recorded a benefit of $11 million and $14 million, respectively, to aircraft rent in the Company’s condensed consolidated statements of operations related to previously accrued lease return costs. These costs were variable in nature and associated with the anticipated utilization and condition of the airframes and engines at the original return date. Given the extension of these aircraft operating leases, such variable return costs are no longer probable of occurring.

During the six months ended June 30, 2024, the Company reached an agreement with one of its aircraft lessors which eliminated requirements to pay maintenance reserves held as collateral in advance of the Company’s required performance of major maintenance activities on its aircraft leases. As a result of the agreement, the lessor disbursed back to the Company previously paid aircraft maintenance deposits of approximately $104 million. As a result, the Company no longer has any aircraft maintenance deposits with any of its lessors.

Airport Facilities

The Company’s facility leases are primarily for space at approximately 110 airports, primarily in the United States. These leases are classified as operating leases and reflect the use of airport terminals, ticket counters, office space and maintenance facilities. Generally, this space is leased from government agencies that control the use of the airport. The majority of these leases are short-term in nature and renew on an evergreen basis. For these leases, the contractual term is used as the lease term. As of June 30, 2025, the remaining lease terms vary from 1 month to 14 years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually, and because of the variable nature of the rates, these leases are not recorded on the Company’s condensed consolidated balance sheets as right-of-use assets and lease liabilities.

Other Property and Equipment

The Company leases certain other assets such as flight training equipment, building space, and various other equipment. Certain of the Company’s leases for other assets are deemed to contain fixed rental payments and, as such, are classified as operating leases and are recorded on the Company’s condensed consolidated balance sheets as a right-of-use asset and liability. The remaining lease terms range from one month to ~~seven~~ten years as of ~~March~~June 3130, 2025.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Lease Costs

The table below presents certain information related to lease costs for operating leases during the three and six months ended June 30, 2025 and 2024 (in millions):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating lease cost(a)	$	181	$	~~147~~155	$	362	$	302
Variable lease cost(a)	~~104~~122		7994		226		173
Total lease costs	$	~~285~~303	$	~~226~~249	$	588	$	475

_________________

(a) Expenses are included within aircraft rent, station operations, maintenance, materials and repairs and other operating within the Company’s condensed consolidated statements of operations.

During the three and six months ended ~~March~~June 3130, 2025 and 2024, the Company acquired, through new or modified operating leases, operating lease assets totaling $~~428~~130 million, $558 million, $571 million and $~~255~~826 million, respectively, which are included in operating lease right-of-use assets on the Company’s condensed consolidated balance sheets. During the three and six months ended ~~March~~June 3130, 2025 and 2024, the Company paid cash of $~~176~~180 million, $356 million, $155 million and $~~147~~302 million, respectively, for amounts included in the measurement of lease liabilities.

7. Stock-Based Compensation

During the three and six months ended ~~March~~June 3130, 2025 and 2024, the Company recognized $6 million, $11 million, $5 million and $49 million, respectively, in stock-based compensation expense, which is included as a component of salaries, wages and benefits within the Company’s condensed consolidated statements of operations.

Stock Options

There were no stock options granted during the ~~three~~six months ended ~~March~~June 3130, 2025. During the ~~three~~six months ended ~~March~~June 3130, 2025, 1,~~542~~562,~~583~~533 vested stock options were exercised with a weighted-average exercise price of $3.6259 per share. As of ~~March~~June 3130, 2025, the weighted-average exercise price of outstanding stock options was $89.8508 per share.

Restricted Stock Units

During the ~~three~~six months ended ~~March~~June 3130, 2025, 12,~~720~~417,~~398~~732 restricted stock units were issued with a weighted-average grant date fair value of $86.0977 per share. During the ~~three~~six months ended ~~March~~June 3130, 2025, ~~732~~1,~~422~~157,071 restricted stock units vested, of which ~~224~~274,~~187~~445 restricted stock units were withheld to cover employees’ tax withholding obligations, with a weighted-average grant date fair value of $108.2467 and $109.1553 per share, respectively.

1315

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Performance Stock Units

During the ~~three~~six months ended ~~March~~June 3130, 2025, 1,199,038 performance stock units (“PSUs”) were issued, of which 710,136 PSUs were issued with a non-market-based performance condition and a weighted-average grant date fair value of $8.09 per share, and the remaining 488,902 PSUs were issued with a market-based condition and a weighted-average grant date fair value of $11.75 per share. During the ~~three~~six months ended ~~March~~June 3130, 2025, no PSUs vested.

Stockholders’ Equity

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had authorized common stock (voting), common stock (non-voting) and preferred stock of 750,000,000, 150,000,000 and 10,000,000 shares, respectively, of which only common stock (voting) were issued and outstanding. All classes of equity have a par value of $0.001 per share.

8. Commitments and Contingencies

Flight Equipment Commitments

As of June 30, 2025, the Company’s firm aircraft and engine purchase orders consisted of the following:

	A320neo	A321neo	TotalAircraft(a)	Engines
Year Ending
Remainder of 2025	7	96	1613	—
2026	8	15	23	4
2027	8	26	34	3
2028	4	30	34	2
2029	—	36	36	—
Thereafter	—	40	40	—
Total	27	~~156~~153	~~183~~180	9

__________________

(a) While the schedule presented above reflects the contractual delivery dates as of ~~March~~June 3130, 2025, the Company has recently experienced delays in the deliveries of Airbus aircraft which may persist in future periods.

The Company is party to certain aircraft purchase agreements with Airbus (as amended from time to time, the “Airbus Purchase Agreements”) pursuant to which, as of ~~March~~June 3130, 2025, the Company had commitments to purchase an aggregate of 27 A320neo and ~~156~~153 A321neo aircraft, with deliveries expected through 2031 per the latest delivery schedule.

The Airbus Purchase Agreements also provide for, among other things, varying purchase incentives for each aircraft type (e.g., A320neo versus A321neo), which are allocated proportionally by aircraft and engine type over the remaining aircraft to be delivered so that each aircraft’s capitalized cost upon induction would be equal. Therefore, as cash paid for deliveries is greater than the capitalized cost due to the allocation of these purchase incentives, a deferred purchase incentive is recognized, which will ultimately be offset by future deliveries of aircraft with lower cash payments than their associated capitalized cost. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had $97100 million and $95 million, respectively, of deferred purchase incentives recognized within other assets on the Company’s condensed consolidated balance sheets.

1416

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

As of June 30, 2025, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and PDPs, consisted of the following (in millions):

As of March 31, 2025, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and PDPs, consisted of the following (in millions):


	Total
Year Ending
Remainder of 2025	$	753
2026	1,384
2027	2,058
2028	2,114
2029	2,265
Thereafter	2,549
Total	$	11,123

	Total
Year Ending
Remainder of 2025	$	937
2026	1,383
2027	2,056
2028	2,113
2029	2,263
Thereafter	2,548
Total	$	11,300

Litigation and Other Contingencies

The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. During 2023, the DOT sent the Company a request for information to assist in its investigation into whether the Company cared for its customers as required by law during Winter Storm Elliott, which caused significant operational disruptions and spanned from December 21, 2022 to January 2, 2023, including providing adequate customer service assistance, prompt flight status notifications, and proper and timely refunds. The Company is fully cooperating with the DOT request.

Following a federal excise tax audit by the Internal Revenue Service covering the first quarter of 2021 to the second quarter of 2023, in December 2024, the Company received a preliminary assessment in the amount of $149 million related to the applicability of federal excise tax to certain optional ancillary products and services. In June 2025, the Company received a revised assessment in the amount of $133 million. The Company established an estimated liability for certain fees subject to the assessment where it believes a loss for this matter is probable and reasonably estimable. The Company ~~intends~~is tocontesting ~~contest~~ the updated assessment. The Company could be subject to further excise tax assessments.

The Company regularly evaluates the status of such matters to assess whether a loss is probable and reasonably estimable in determining whether an accrual is appropriate. Further, in determining whether disclosure is appropriate, the Company evaluates each matter to assess if there is at least a reasonable possibility that a loss or additional losses may have been incurred and whether an estimate of possible loss or range of loss can be made.

The ultimate ~~outcome~~outcomes of legal actions isare unpredictable and can be subject to significant uncertainties, and it is difficult to determine whether any loss is probable or even possible. Additionally, it is also difficult to estimate the amount of loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Thus, actual losses may be in excess of any recorded liability or the range of reasonably possible loss. The Company believes the ultimate outcome of any potential lawsuits, proceedings and reviews will likely not, individually or in the aggregate, have a material adverse effect on its condensed consolidated financial position, liquidity or results of operations and that the Company’s current accruals cover matters where loss is deemed probable and can be reasonably estimated.

In situations where the Company may be a plaintiff and receives, or expects to receive, a favorable ruling related to litigation, the Company follows the accounting standards codification guidance for gain contingencies. The Company does not recognize a gain contingency within its consolidated financial statements prior to the settlement of the underlying events or contingencies associated with the gain contingency. As a result, the consideration related to a gain contingency is recorded in the Company’s condensed consolidated financial statements during the period in which all underlying events or contingencies are resolved and the gain is realized.17

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Employees

The Company has seven union-represented employee groups that together represented approximately 87% of all employees as of ~~March~~June 3130, 2025. The table below sets forth the Company’s employee groups and status of the collective bargaining agreements as of ~~March~~June 3130, 2025:

Percentage of Workforce

Employee Group

Representative

Amendable Date(a)

~~March~~June 3130, 2025

Pilots

Air Line Pilots Association (“ALPA”)

January 2024(b)

2829%

Flight Attendants

Association of Flight Attendants (“AFA-CWA”)

May 2024(c)

50%

Aircraft Technicians

International Brotherhood of Teamsters (“IBT”)

May 2025(d)

Aircraft Appearance Agents

IBT

October 2023(de)

Dispatchers

Transport Workers Union (“TWU”)

August 2028

Material Specialists

IBT

March 2022(d)

<1%

Maintenance Controllers

IBT

October 2023(d)

<1%

__________________

(a) Subject to standard early opener provisions.

(b) ALPA filed for mediation through the National Mediation Board (the “NMB”) in January 2024, and the parties are meeting regularly as part of the mediation process. Pursuant to the ~~United~~U.S. ~~States~~ Railway Labor Act (the “RLA”), the parties continue to be bound by the existing agreements as negotiations continue.

(c) AFA-CWA filed for mediation through the NMB in October 2024, and the parties are meeting monthly as part of the mediation process, with the first meeting held in February 2025. Pursuant to the RLA, the parties continue to be bound by the existing agreements as negotiations continue.

(d) The Company’s collective bargaining agreements with its ~~aircraft appearance agents,~~ material specialists, maintenance controllers, and aircraft technicians, each represented by IBT, were still amendable as of ~~March~~June 3130, 2025. Pursuant to the RLA, the parties continue to be bound by the existing agreements as negotiations continue.

~~The~~(e) Effective Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical and dental claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as ~~necessary. The Company had accrued $6 million for health care claims estimated to be incurred but not yet paid, as~~ of ~~March~~July 3111, 2025 ~~and December 31~~, ~~2024, which are included as~~ a ~~component~~new offive-year ~~other~~contract ~~current~~with ~~liabilities on~~ the Company’s ~~condensed~~aircraft ~~consolidated~~appearance ~~balance~~agents ~~sheets~~was ratified.

The Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical and dental claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company had accrued $7 million and $6 million for health care claims estimated to be incurred but not yet paid, as of June 30, 2025 and December 31, 2024, respectively, which are included as a component of other current liabilities on the Company’s condensed consolidated balance sheets.

General Indemnifications

The Company has various leases with respect to real property as well as various agreements among airlines relating to fuel consortia or fuel farms at airports. Under some of these contracts, the Company is party to joint and several liability regarding environmental damages. Under others, where the Company is a member of an LLC or other entity that contracts directly with the airport operator, liabilities are borne through the fuel consortia structure.

The Company’s aircraft, services, equipment lease and sale and financing agreements typically contain provisions requiring the Company, as the lessee, obligor or recipient of services, to indemnify the other parties to those agreements, including certain of those parties’ related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or such other equipment. The Company believes that its insurance would cover most of its exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft, services, equipment lease and sale and financing agreements described above.

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Certain of the Company’s aircraft and other financing transactions include provisions that require payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of these financing transactions and other agreements, the Company also bears the risk of certain changes in tax laws that would subject payments to non-U.S. entities to withholding taxes.

Certain of these indemnities survive the length of the related financing or lease. The Company cannot reasonably estimate the potential future payments under the indemnities and related provisions described above because it cannot predict (i) when and under what circumstances these provisions may be triggered, and (ii) the amount that would be payable if the provisions were triggered because the amounts would be based on facts and circumstances existing at such time.

9. Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed pursuant to the two-class method. Under the two-class method, the Company attributes net income to common stock and other participating rights (including those with vested share-based awards). Basic earnings per share is calculated by taking net income, less earnings allocated to participating rights, divided by the basic weighted-average common stock outstanding. Loss per share is calculated by taking net loss divided by basic weighted-average common stock outstanding as participating rights do not share in losses. In accordance with the two-class method, diluted earnings per share is calculated using the more dilutive impact of the treasury-stock method or from reducing net income for the earnings allocated to participating rights.

The following table sets forth the computation of earnings (loss) per share on a basic and diluted basis pursuant to the two-class method for the periods indicated (in millions, except for share and per share data):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Basic:
Net income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Less: net income attributable to participating rights	—		—		—		—
Net income (loss) attributable to common stockholders	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Weighted-average common shares outstanding, basic	~~226~~227,~~990~~941,~~750~~534		~~223~~224,~~428~~214,~~610~~030		227,307,480		223,822,565
Earnings (loss) per share, basic	$	(0.1931)	$	(0.~~12)~~14	$	(0.50)	$	0.02
Diluted:
Net income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Less: net income attributable to participating rights	—		—		—		—
Net income (loss) attributable to common stockholders	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Weighted-average common shares outstanding, basic	~~226~~227,~~990~~941,~~750~~534		~~223~~224,~~428~~214,~~610~~030		227,307,480		223,822,565
Effect of dilutive potential common shares	—		—2,389,768		—		2,380,811
Weighted-average common shares outstanding, diluted	~~226~~227,~~990~~941,~~750~~534		~~223~~226,~~428~~603,~~610~~798		227,307,480		226,203,376
Earnings (loss) per share, diluted	$	(0.1931)	$	(0.~~12)~~14	$	(0.50)	$	0.02

Due to the net loss for each of the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~, diluted weighted-average shares outstanding are equal to basic weighted-average shares outstanding because the effect of all equity awards is anti-dilutive. Approximately 5,007,745 and 5,154,621 shares were excluded from the computation of diluted weighted-average shares for the three and six months ended June 30, 2024, respectively, due to anti-dilutive effects.

1719

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

10. Income Taxes

When a reliable estimate cannot be made, the Company computes the interim income tax provision based on the actual effective tax rate for the year-to-date period by applying the discrete method. The Company has calculated its effective tax rate using the discrete method for the three and six months ended ~~March~~June 3130, 2025 and 2024.

The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences between the tax and financial statement reporting ~~bases~~basis of assets and liabilities. Quarterly, the Company assesses whether it is more likely than not that sufficient taxable income will be generated to realize deferred income tax assets, and a valuation allowance is recorded when it is more likely than not that some portion, or all, of the Company’s deferred tax assets, will not be realized. The Company considers sources of taxable income from prior period carryback periods, future reversals of existing taxable temporary differences, tax planning strategies and future projected taxable income when assessing the future realization of deferred tax assets.

The Company’s effective tax rate for the three and six months ended ~~March~~June 3130, 2025 was an expense of 0% and ~~2024~~2.7%, ~~was~~respectively, on pre-tax losses, compared to an expense of 73.51% and 837.35%, respectively, on pre-tax ~~losses~~income for the three and six months ended June 30, 2024. The effective tax rate for the three and six months ended ~~March~~June 3130, 2025 was lower than the statutory rate primarily due to nonrecognition of current period tax benefits due to ~~the~~a valuation allowance recorded for U.S. federal and state net operating losses as well as the non-deductibility of certain executive compensation and other employee benefits partially offset by net windfalls related to the vesting and exercise of the Company’s share-based awards. The Company’s effective tax rate for the three months ended ~~March~~June 3130, 2024 was lower than the statutory rate primarily due to ~~nonrecognition~~a ofdecrease ~~current~~in ~~period tax benefits due to~~ the Company’s valuation allowance ~~established~~relating ~~for~~to U.S. federal and state net operating losses. asThe ~~well~~effective astax rate for the ~~impact~~six ofmonths ended June 30, 2024 was higher than the statutory rate primarily due to the non-deductibility of certain executive compensation costs and other employee benefits, inas ~~addition~~well toas ~~net~~ shortfalls related to the vesting and exercise of the Company’s share-based awards offset by a decrease in the valuation allowance.

In assessing the sources of taxable income and the need for a valuation allowance, the Company considers all available positive and negative evidence, which includes a recent history of cumulative losses. As of ~~March~~June 3130, 2025, it iswas more likely than not that the benefit from a portion of its federal, state and foreign deferred tax assets will not be realized. Accordingly, as of ~~March~~June 3130, 2025, the Company had a valuation allowance of $3145 million against its deferred tax assets for U.S. federal and state net operating loss carryforwards, which included increases in the Company’s valuation allowance of $1214 million and $26 million, respectively, recorded during the three and six months ended ~~March 31~~June 30, 2025.

11. Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures, disclosures relating to how fair value is determined for assets and liabilities are required, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between ~~market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities.~~

1820

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash are comprised of liquid money market funds, time deposits and cash, and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value.

Debt

The estimated fair value of the Company’s debt agreements has been determined to be a Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes a discounted cash flow method to estimate the fair value of the Level 3 debt.

The carrying amounts and estimated fair values of the Company’s debt are as follows (in millions):

	March 31, 2025				December 31, 2024
	June 30, 2025				December 31, 2024
	CarryingValue		EstimatedFair Value		CarryingValue		EstimatedFair Value
Secured debt:
Pre-delivery Credit Facilities	$	~~333~~386	$	~~335~~391	$	329	$	333
Building notes	12		12		12		12
Unsecured debt:
Affinity card advance purchase of miles	101		9399		100		98
PSP Promissory Notes	66		5863		66		62
Total debt	$	~~512~~565	$	~~498~~565	$	507	$	505

The tables below present disclosures about the fair value of assets and liabilities measured at fair value on a recurring basis on the Company’s condensed consolidated balance sheets (in millions):

Fair Value Measurements as of March 31, 2025

Fair Value Measurements as of June 30, 2025

Description

Balance ~~Sheet Classification~~SheetClassification

Total

Level 1

Level 2

Level 3

Cash, cash equivalents and restricted cash

Cash and cash equivalents

~~686~~563

—


		Fair Value Measurements as of December 31, 2024
Description	Balance Sheet Classification	Total		Level 1		Level 2		Level 3
Cash, cash equivalents and restricted cash	Cash and cash equivalents	$	740	$	740	$	—	$	—

The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2024 and ~~March~~June 3130, 2025.

1921

FRONTIER GROUP HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

12. Related Parties

Management Services

Certain substantial stockholders of the Company are affiliates of Indigo Partners LLC (“Indigo Partners”) and Indigo Partners provides management services to the Company, for which the Company is assessed a quarterly fee. The Company recorded ~~less than~~ $1 million for each of the three and six months ended ~~March 31~~June 30, 2025 and 2024, which are included as other operating expenses within the Company’s condensed consolidated statements of operations.

Codeshare Arrangement

The Company entered into a codeshare agreement with Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (an airline based in Mexico doing business as “Volaris”) during 2018. Two of the Company’s directors are members of the board of directors of Volaris and one is an honorary director.

In August 2018, the Company and Volaris began operating scheduled codeshare flights. Each party bears its own costs and expenses of performance under the codeshare agreement. The codeshare agreement is subject to automatic renewals and may be terminated by either party at any time upon the satisfaction of certain conditions.

2013. Subsequent Events

Flight Equipment Commitments

In July 2025, the Company executed an agreement with Pratt & Whitney to have their PW1100 Geared Turbo Fan (“GTF”) engines power 91 Airbus A321neo aircraft, with the first of these aircraft scheduled for delivery in the fourth quarter of 2026. This agreement also includes a long-term service contract for engine maintenance. In addition, the Company will add 28 spare engine commitments to its future orderbook.

These changes are reflected in the table below and reflect one aircraft delivered in July 2025:


	A320neo	A321neo	Total Aircraft	Engines(a)
Year Ending
Remainder of 2025	7	5	12	16
2026	8	15	23	2
2027	8	26	34	3
2028	4	30	34	2
2029	—	36	36	5
Thereafter	—	40	40	9
Total	27	152	179	37

__________________

(a) The planned deliveries for the third and fourth quarter of 2025 are 5 and 11, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8. “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (the “2024 Annual Report”).

Recent Developments

Macroeconomic Conditions. The Trump Administration is in the process of expanding the scope of tariffs, ~~and~~which has significantly ~~increasing~~increased the rates on goods imported into the United States. In response, foreign governments have imposed, and are expected to impose, retaliatory measures against the United States.

These or additional changes in U.S. or international trade policies, along with continued uncertainty surrounding such policies, could lead to further weakened business conditions for the transportation industry, which may adversely impact our operations through increased supply chain challenges, commodity price volatility and a decline in discretionary spending and consumer confidence, among others. We continue to monitor the situation.

Labor. We are currently in negotiations with the unions which represent our pilots, ~~and~~ flight attendants, material specialist and maintenance controllers regarding their next labor contracts. Additionally, a new five-year contract with our aircraft appearance agents became effective as of July 11, 2025. Please refer to “Notes to Condensed Consolidated Financial Statements — 8. Commitments and Contingencies” for additional information.

Legal. During 2024, we received a preliminary assessment in the amount of $149 million related to the applicability of federal excise tax to certain optional ancillary products and services. In June 2025, we received an updated assessment in the amount of $133 million. We established an estimated liability for certain fees subject to the assessment where we believe a loss for this matter is probable and reasonably estimable. We ~~intend~~are tocontesting ~~contest~~ the updated assessment.

~~Product~~Pratt & Whitney. AsSince ~~part~~2022, ofwe ~~The~~have ~~New~~introduced ~~Frontier,~~aircraft ininto ~~March~~our ~~2025~~fleet that use the Pratt & Whitney PW1100 Geared Turbo Fan (“GTF”) engine, and we ~~announced~~have aselected ~~limited-time~~this ~~promotion~~engine for ~~customers~~our ~~that~~planned ~~included~~future ~~free~~deliveries. ~~ancillary~~During ~~products~~2023, ~~during~~Pratt ~~bookings~~& Whitney announced the requirement, mandated by the U.S. Federal Aviation Administration, that certain engines be removed for inspection due to a possible condition in the powdered metal used to manufacture certain ~~flights~~engine ~~such~~parts. asThis ~~carry-on~~will ~~bags,~~require ~~seat~~accelerated ~~selections~~inspection of the PW1100 GTF engine, ~~flight~~which ~~changes~~we use for certain of our A320neo family aircraft, and ~~checked~~could ~~bags.~~result ~~The~~in ~~New~~lengthy ~~Frontier~~turnaround ~~enhancements~~times to perform these inspections, including any resulting repairs or other modifications that ~~will~~may be ~~rolled~~identified. ~~out~~Although ~~during~~our ~~the~~operations ~~remainder~~have not been materially impacted as of June 30, 2025, ~~include~~this ~~First~~inspection ~~Class~~program ~~Seating,~~may ~~free~~have ~~seat~~an ~~upgrades~~adverse ~~for~~impact ~~certain~~on ~~benefit~~our ~~holders~~operations, ~~options~~particularly when we are required to ~~redeem~~temporarily ~~miles~~take ~~for~~aircraft ~~bundles,~~out ~~and~~of ~~unlimited~~service. ~~free~~We ~~companion~~continue ~~travel~~to ~~for~~assess ~~top-tier~~the ~~benefit~~impact ~~loyalty~~on ~~members~~our future capacity plans.

~~Pratt~~In &July ~~Whitney. Since 2022~~2025, we ~~have~~executed ~~introduced~~an ~~aircraft~~agreement ~~into~~with ~~our fleet that use the~~ Pratt & Whitney ~~PW1100~~to ~~Geared~~have ~~Turbo~~their ~~Fan (“~~GTF”) ~~engine,~~engines ~~and~~power we91 ~~have~~Airbus ~~selected~~A321neo ~~this~~aircraft ~~engine~~as ~~for~~well ~~most~~as ofestablishing ~~our~~28 ~~planned~~additional ~~future~~spare ~~deliveries. During 2023, Pratt & Whitney announced the requirement, mandated by the FAA, that certain~~ engines ~~be removed for inspection due~~ to abe ~~possible~~delivered ~~condition~~throughout in the ~~powdered metal used to manufacture certain engine parts~~orderbook. ~~This~~Please ~~will~~refer ~~require accelerated inspection of the PW1100 GTF engine, which we use for certain of our A320neo family aircraft, and could result in lengthy turnaround times~~ to ~~perform~~“Notes these inspections including any resulting repairs or other modifications that may be identified. Although our operations have not been materially impacted as of March 31, 2025, this inspection program may have an adverse impact on our operations, particularly when we are required to ~~temporarily~~Condensed ~~take~~Consolidated ~~aircraft~~Financial ~~out~~Statements of— ~~service~~13. WeSubsequent ~~continue~~Events” tofor ~~assess~~additional ~~the impact on our future capacity plans and we are in communication with Pratt & Whitney regarding compensation related to this matter~~information.

Overview

The following table provides select financial and operational information for the three and six months ended ~~March~~June 3130, 2025 and 2024, respectively (in millions, except for per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total operating revenues	$	929	$	973	$	1,841	$	1,838
Total operating expenses	$	1,004	$	948	$	1,962	$	1,844
Income (loss) before income taxes	$	(70)	$	32	$	(110)	$	8
Available seat miles (“ASMs”)	10,313		10,552		20,262		19,998
Earnings (loss) per share, diluted	$	(0.31)	$	0.14	$	(0.50)	$	0.02

	Three Months Ended March 31,				Change
	2025		2024
Total operating revenues	$	912	$	865	5	%
Total operating expenses	$	958	$	896	7	%
Income (loss) before income taxes	$	(40)	$	(24)	67	%
Available seat miles (“ASMs”)	9,949		9,446		5	%

Revenues

Total operating revenues for the three months ended ~~March~~June 3130, 2025 totaled $~~912~~929 million, ana ~~increase~~decrease of 5% compared to the three months ended ~~March~~June 3130, 2024. This was primarily due to a 52% ~~increase~~moderation in capacity, as measured by ASMs., ~~Revenue~~as part of strategic initiatives to stabilize pricing, and a 2% decrease in revenue per available seat mile (“RASM”) ~~was flat~~ for the three months ended ~~March~~June 3130, 2025, as compared to the three months ended ~~March~~June 3130, 2024,. ~~primarily~~The RASM decrease was driven by a 5% higher average stage length supported by 9% fewer departures, which also contributed to the 124% ~~increase~~decrease in ~~passengers~~passenger enplanements, partly offset by 6%the ~~decline~~1.2-point increase in ~~revenue~~load ~~per~~factor ~~passenger~~on a higher capacity fleet mix as compared to the corresponding prior year period.

Total operating revenues for the six months ended June 30, 2025 totaled $1,841 million, which is consistent with the six months ended June 30, 2024. This was primarily due to the 1% increase in capacity, as measured by ASMs, offset by a RASM decrease of 1% for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Operating Expenses

Total operating expenses during the three months ended ~~March~~June 3130, 2025 increased to $~~958~~1,004 million, resulting in a cost per available seat mile (“CASM”) of 9.6373¢, an increase of 18%, as compared to the three months ended ~~March~~June 3130, 2024. Fuel expense for the three months ended ~~March~~June 3130, 2025 was $2558 million lower than ~~for~~ the corresponding prior year period. ~~This~~The 1020% decrease in fuel expense for the three months ended ~~March~~June 3130, 2025 was primarily driven by the 1317% decrease in fuel cost per gallon, ~~partially~~as ~~offset~~well byas the 4% ~~increase~~decrease in fuel gallons consumed, as a result of our 52% capacity ~~increase~~reduction.

Our non-fuel expenses increased by 1417% during the three months ended ~~March~~June 3130, 2025, as compared to the corresponding prior year period, driven primarily by increased ~~operations~~aircraft ~~resulting~~rent ~~from~~due ~~increased~~to ~~passengers,~~a ~~capacity,~~larger ~~departures~~fleet size and ~~station~~higher ~~costs~~lease ~~during~~return ~~the same period~~costs, asdecreased ~~well as a decrease in~~ sale-leaseback ~~gains~~transactions, ~~partially~~and ~~offset~~increased bystation acosts ~~decrease~~due into ~~aircraft~~station ~~lease~~mix ~~return~~and ~~costs~~rate ~~resulting~~inflation, ~~from~~partly ~~lease~~offset ~~extension~~by ~~events~~decreased ~~that~~operations ~~occurred~~from ~~during~~fewer ~~the~~passengers ~~three~~and ~~months ended March 31, 2025~~departures. CASM (excluding fuel), a non-GAAP measure, increased 820% to 7.2450¢, on a 52% ~~increase~~decrease in capacity for the three months ended ~~March~~June 3130, 2025, as compared to the corresponding prior year period, ~~due~~based toon the aforementioned ~~drivers of non-fuel expenses~~factors.

Total operating expenses during the six months ended June 30, 2025 increased to $1,962 million, resulting in a CASM of 9.68¢, an increase of 5% compared to the six months ended June 30, 2024. Fuel expense for the six months ended June 30, 2025 was $83 million lower than the corresponding prior year period. The 15% decrease in fuel expense for the six months ended June 30, 2025 was primarily driven by the 15% decrease in fuel cost per gallon while consumption held flat.

Our non-fuel expenses increased 16% during the six months ended June 30, 2025, as compared to the corresponding prior year period, driven primarily by a decrease in sale-leaseback transactions, increased station operations due to station mix and rate inflation and increased aircraft rent due to a larger fleet, partly offset by lower

lease return costs during the same period. CASM (excluding fuel), a non-GAAP measure, increased 14% to 7.37¢, on a 1% increase in capacity for the six months ended June 30, 2025, as compared to the corresponding prior year based on the aforementioned factors.

Net Income (Loss)

We generated a net loss of $4370 million during the three months ended ~~March~~June 3130, 2025, compared to a net ~~loss~~income of $2631 million for the three months ended ~~March~~June 3130, 2024. ~~Our~~There ~~adjusted~~were ~~net~~no ~~loss, a~~ non-GAAP ~~measure,~~adjustments ~~was $43 million and $21 million~~ for each of the three months ended ~~March~~June 3130, 2025 and 2024~~, respectively~~.

~~For~~We ~~the~~generated ~~reconciliation~~a tonet ~~the~~loss ~~corresponding~~of ~~GAAP~~$113 ~~measures~~million ofduring the ~~aforementioned~~six ~~non-GAAP~~months ~~adjusted~~ended ~~measures~~June 30, ~~see~~2025, ~~“Results~~compared ofto ~~Operations—Reconciliation~~net income of ~~CASM~~$5 tomillion ~~CASM~~for ~~(excluding~~the ~~fuel),~~six ~~Adjusted~~months ~~CASM~~ended ~~(excluding~~June ~~fuel)~~30, ~~Adjusted~~2024. ~~CASM,~~There ~~Adjusted~~were ~~CASM~~no ~~including~~non-GAAP ~~net~~adjustments ~~interest~~during ~~and~~the ~~CASM~~six ~~including~~months ~~net~~ended ~~interest”~~June ~~and~~30, ~~“Results~~2025. ofFor ~~Operations~~the —six ~~Reconciliation~~months ofended ~~Net~~June ~~Income~~30, ~~(Loss)~~2024, toour ~~Adjusted~~adjusted ~~Net~~net ~~Income (Loss)~~income, ~~and~~a ~~Net~~non-GAAP ~~Income~~measure, ~~(Loss)~~was to$10 ~~EBITDA~~million, ~~EBITDAR,~~due ~~Adjusted~~to ~~EBITDA,~~the ~~and~~$5 ~~Adjusted~~million ~~EBITDAR~~valuation allowance.”

For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Results of Operations — Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest” and “Results of Operations — Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Net Income (Loss) to EBITDA, EBITDAR, Adjusted EBITDA, and Adjusted EBITDAR”.

Liquidity

As of ~~March~~June 3130, 2025, our total available liquidity was $~~889~~766 million, made up of unrestricted cash and cash equivalents, including $205 million of funds available to be drawn under our revolving line of credit available for general corporate purposes (the “Revolving Loan Facility”).

Results of Operations

Three Months Ended ~~March~~June 3130, 2025 Compared to Three Months Ended ~~March~~June 3130, 2024

Operating Revenues

	Three Months Ended March 31,						Change
	Three Months Ended June 30,						Change
	2025			2024
Operating revenues ($ in millions):
Passenger	$	~~884~~898		$	~~845~~950		$	39(52)	(5)	%
Other	2831			2023			8		4035	%
Total operating revenues	$	~~912~~929		$	~~865~~973		$	47(44)	(5)	%
Operating statistics:
ASMs (millions)	910,~~949~~313			910,~~446~~552			~~503~~(239)		5(2)	%
Revenue passenger miles (“RPMs”) (millions)	78,~~454~~182			68,~~869~~238			~~585~~(56)		9(1)	%
Average stage length (miles)	~~925~~942			~~956~~899			~~(31)~~43		~~(3)~~5	%
Load factor	7479.9%3		%	7278.7%1		%	21.2 pts		N/A
RASM (¢)	9.1701			9.1621			(0.0120)		—(2)	%
Total ancillary revenue per passenger ($)	7168.7233			7769.3234			(51.6001)		(71)	%
Total revenue per passenger ($)	~~116~~109.3327			~~123~~109.5325			(70.~~20)~~02		~~(6)~~—	%
Passengers (thousands)	78,~~839~~499			78,~~005~~899			~~834~~(400)		12(4)	%

Total operating revenue increased $47 million, or 5%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. While capacity grew by 5%, as measured by ASMs, RASM was flat due to a 12% increase in passengers on a 3% reduction in stage length and a 2.2-point increase in load factor, offset by a 6% decline in total revenue per passenger as compared to the corresponding prior year period. The increase in capacity was driven by the 14% increase in average aircraft in service during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, partially offset by an 8% decrease in average daily aircraft utilization for the corresponding prior year period due primarily to our disciplined capacity deployment focused on peak days of the week.25

23Total operating revenue decreased $44 million, or 5%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Capacity, as measured by ASMs, and RASM each decreased 2%, with the decrease in RASM driven by a 5% higher average stage length supported by 9% fewer departures, which also contributed to the 4% decrease in passenger enplanements, partly offset by the 1.2-point increase in load factor with total revenue per passenger remaining flat, as compared to the corresponding period. Strategic initiatives to stabilize pricing resulted in a moderation of capacity, which was driven by a 13% decrease in average daily aircraft utilization during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, partly offset by the 12% increase in average aircraft in service.

Operating Expenses

	Three Months Ended March 31,				Change				Cost per ASM				Change
	Three Months Ended June 30,				Change				Cost per ASM				Change
	2025		2024						2025		2024
Operating expenses ($ in millions):(a)
Aircraft fuel	$	~~238~~230	$	~~263~~288	$	(2558)	(1020)	%	2.3923	¢	2.7874	¢	(1419)	%
Salaries, wages and benefits	~~249~~254		~~233~~244		1610		74	%	2.5046		2.4731		16	%
Aircraft rent	~~161~~194		~~159~~147		247		132	%	1.6288		1.6839		~~(4)~~35	%
Station operations	~~180~~178		~~137~~163		4315		319	%	1.8173		1.4554		2512	%
Maintenance, materials and repairs	5147		4942		25		412	%	0.5146		0.5240		~~(2)~~15	%
Sales and marketing	4139		4047		1(8)		3(17)	%	0.4138		0.4245		(216)	%
Depreciation and amortization	2021		1618		43		2517	%	0.20		0.17		18	%
Other operating	1841		(1)		1942		N/M		0.1939		—(0.02)		N/M
Total operating expenses	$	~~958~~1,004	$	~~896~~948	$	6256	76	%	9.6373	¢	98.4998	¢	18	%
Operating statistics:
ASMs (millions)	910,~~949~~313		910,~~446~~552		~~503~~(239)		5(2)	%
Average stage length (miles)	~~925~~942		~~956~~899		~~(31)~~43		~~(3)~~5	%
Passengers (thousands)	78,~~839~~499		78,~~005~~899		~~834~~(400)		12(4)	%
Departures	5152,~~358~~147		4857,~~666~~176		2(5,~~692~~029)		6(9)	%
CASM (excluding fuel) (¢) (b)	7.24		6.71		0.53		8	%
CASM (excluding fuel) (¢)(b)	7.50		6.24		1.26		20	%
Adjusted CASM (excluding fuel) (¢) (b)	7.24		6.71		0.53		8	%
Adjusted CASM (excluding fuel) (¢)(b)	7.50		6.24		1.26		20	%
Fuel cost per gallon ($)	2.5536		2.9384		(0.3848)		(1317)	%
Fuel gallons consumed (thousands)	9397,~~212~~427		89101,~~657~~690		3(4,~~555~~263)		(4)	%

__________________

N/M = Not meaningful

(a)Cost per ASM figures may not recalculate due to rounding.

(b)This metric is not calculated in accordance with GAAP. For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest”.

Aircraft Fuel. Aircraft fuel expense decreased by $58 million, or 20%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was primarily due to the 17% decrease in fuel cost per gallon, as well as the 4% decrease in fuel gallons consumed, driven by lower capacity.

Salaries, Wages and Benefits. Salaries, wages and benefits expense increased by $10 million, or 4%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was primarily due to higher employee benefit costs as compared to the corresponding prior year period.

Aircraft Rent. Aircraft rent expense increased by $47 million, or 32%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to a larger fleet and higher lease return

costs in the current period due to aircraft lease extension events and the corresponding benefit that occurred in the comparable three months ended June 30, 2024.

Station Operations. Station operations expense increased by $15 million, or 9%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to an increase in station mix and rate inflation, offset by a 4% decrease in passengers and 9% decrease in departures.

Maintenance, Materials and Repairs. Maintenance, materials and repair expense increased by $5 million, or 12%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. This increase was primarily due to the 12% increase in average aircraft in service, which resulted in higher aircraft repairs and materials costs, partially offset by lower engine repair costs.

Sales and Marketing. Sales and marketing expense decreased by $8 million, or 17%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to the decrease in third-party distribution channel fees, media advertising and credit card fees as a result of a 5% decrease in revenue. The following table presents our distribution channel mix:


	Three Months Ended June 30,				Change
Distribution Channel	2025		2024
Our website, mobile app and other direct channels	70	%	72	%	(2)	pts
Third-party channels	30	%	28	%	2	pts

Depreciation and Amortization. Depreciation and amortization expense increased by $3 million, or 17%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to an increase in capitalized maintenance depreciation due to our growing fleet.

Other Operating. Other operating resulted in an expense of $41 million during the three months ended June 30, 2025, compared to a net gain of $1 million during the three months ended June 30, 2024. This movement was primarily driven by a decrease in sale-leaseback gains, as a result of three aircraft inductions subject to sale-leaseback transactions in the current period, compared to six aircraft inductions and two engine inductions subject to sale-leaseback transactions in the corresponding prior year period.

Other Income (Expense). Other income decreased by $2 million, or 29%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was primarily due to increased interest expense and lower interest income from lower balances in interest-bearing cash accounts, driven by higher principal balances on our debt, partially offset by greater capitalized interest.

Income Taxes. Our effective tax rate for the three months ended June 30, 2025 was 0% on a pre-tax loss, compared to an expense of 3.1% on pre-tax income for the three months ended June 30, 2024. The primary difference between the effective tax rate and the federal statutory rate was related to an increase in our valuation allowance relating to federal and state net operating losses. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.

Results of Operations

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Operating Revenues


	Six Months Ended June 30,				Change
	2025		2024
Operating revenues ($ in millions):
Passenger	$	1,782	$	1,795	$	(13)	(1)	%
Other	59		43		16		37	%
Total operating revenues	$	1,841	$	1,838	$	3	—	%

Operating statistics:
ASMs (millions)	20,262		19,998		264		1	%
RPMs (millions)	15,636		15,107		529		4	%
Average stage length (miles)	933		925		8		1	%
Load factor	77.2%		75.5%		1.7 pts		N/A
RASM (¢)	9.08		9.19		(0.11)		(1)	%
Total ancillary revenue per passenger ($)	69.96		72.86		(2.90)		(4)	%
Total revenue per passenger ($)	112.66		115.54		(2.88)		(2)	%
Passengers (thousands)	16,338		15,904		434		3	%

Total operating revenue increased $3 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. While capacity grew by 1%, as measured by ASMs, revenue was unfavorably impacted by the 1% decrease in RASM driven by a 2% decline in total revenue per passenger, partly offset by 1.7-point increase in load factor and a 1% increase in average stage length, as compared to the corresponding prior year period. The increase in capacity was driven by the 12% increase in average aircraft in service during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, offset by an 11% decrease in average daily aircraft utilization for the corresponding prior year period.

Operating Expenses


	Six Months Ended June 30,				Change				Cost per ASM				Change
	2025		2024						2025		2024
Operating expenses ($ in millions):(a)
Aircraft fuel	$	468	$	551	$	(83)	(15)	%	2.31	¢	2.76	¢	(16)	%
Salaries, wages and benefits	503		477		26		5	%	2.48		2.39		4	%
Aircraft rent	355		306		49		16	%	1.75		1.53		14	%
Station operations	358		300		58		19	%	1.77		1.50		18	%
Maintenance, materials and repairs	98		91		7		8	%	0.48		0.46		4	%
Sales and marketing	80		87		(7)		(8)	%	0.39		0.44		(11)	%
Depreciation and amortization	41		34		7		21	%	0.20		0.17		18	%
Other operating	59		(2)		61		N/M		0.30		(0.03)		N/M
Total operating expenses	$	1,962	$	1,844	$	118	6	%	9.68	¢	9.22	¢	5	%

Operating statistics:
ASMs (millions)	20,262		19,998		264		1	%
Average stage length (miles)	933		925		8		1	%
Passengers (thousands)	16,338		15,904		434		3	%
Departures	103,505		105,842		(2.337)		(2)	%
CASM (excluding fuel) (¢) (b)	7.37		6.46		0.91		14	%
Adjusted CASM (excluding fuel) (¢) (b)	7.37		6.46		0.91		14	%
Fuel cost per gallon ($)	2.45		2.88		(0.43)		(15)	%
Fuel gallons consumed (thousands)	190,639		191,347		(708)		—	%

__________________

N/M = Not meaningful

(a)Cost per ASM figures may not recalculate due to rounding.

(b)These metrics are not calculated in accordance with GAAP. For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest.”

Aircraft Fuel. Aircraft fuel expense decreased by $2583 million, or 1015%, during the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to the ~~three~~six months ended ~~March~~June 3130, 2024. The decrease was primarily due to athe 1315% decrease in fuel cost per gallon~~, partially offset by the 4% increase in fuel gallons consumed, driven by higher capacity~~.

Salaries, Wages and Benefits. Salaries, wages and benefits expense increased by $1626 million, or 75%, during the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to the ~~three~~six months ended ~~March~~June 3130, 2024. The increase was due to higher crew costs, ~~driven primarily by the growth in the business~~ and higher employee benefit costs, as compared to the corresponding prior year period.

Aircraft Rent. Aircraft rent expense increased by $249 million, or 116%, during the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to the ~~three~~six months ended ~~March~~June 3130, 2024, primarily due to a larger fleet, partially offset by alower ~~decrease in~~ aircraft lease return costs ~~resulting from aircraft lease extensions that occurred in the current period~~.

Station Operations. Station operations expense increased by $4358 million, or 3119%, during the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to the ~~three~~six months ended ~~March~~June 3130, 2024, primarily due to station mix and rate inflation as well as increased airport operations ~~as a result of the 12% increase in passengers and 6% increase in departures~~.

24Maintenance, Materials and Repairs. Maintenance, materials and repair expense increased by $7 million, or 8%, during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. This increase

Maintenance, Materials and Repairs. Maintenance, materials and repair expense increased by $2 million, or 4%, during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. This increase was primarily due to the 14% increase in average aircraft in service, which resulted in higher aircraft repair and maintenance costs, partially offset by lower engine repair costs.29

	Three Months Ended March 31,				Change
Distribution Channel	2025		2024
Our website, mobile app and other direct channels	74	%	71	%	3	pt
Third-party channels	26	%	29	%	(3)	pt

was primarily due to the 12% increase in average aircraft in service, which resulted in higher aircraft repair and materials costs, offset by lower engine repair costs.

Sales and Marketing. Sales and marketing expense decreased by $7 million, or 8%, during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to the decrease in distribution channel fees, media advertising and credit card fees. The following table presents our distribution channel mix:

Depreciation and Amortization. Depreciation and amortization expense increased by $4 million, or 25%, during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, primarily due to an increase in capitalized maintenance depreciation due to our growing fleet.


	Six Months Ended June 30,				Change
Distribution Channel	2025		2024
Our website, mobile app and other direct channels	72	%	72	%	—	pt
Third-party channels	28	%	28	%	—	pt

~~Other~~Depreciation ~~Operating~~and Amortization. ~~Other~~Depreciation ~~operating~~and ~~resulted~~amortization ~~in an~~ expense ofincreased by $187 million, or 21%, during the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to ~~a net gain of $1 million during~~ the ~~three~~six months ended ~~March~~June 3130, 2024., ~~This movement was~~ primarily ~~driven~~due byto ~~the~~our ~~decrease~~growing infleet ~~sale-leaseback gains as a result of four aircraft inductions~~ and ~~two~~increased ~~engine~~capital ~~inductions~~maintenance ~~subject to sale-leaseback transactions in the current period, compared to six aircraft inductions subject to sale-leaseback transactions in the corresponding prior year period~~events.

Other ~~Income (Expense)~~Operating. Other ~~income~~operating ~~decreased~~resulted byin $1an ~~million,~~expense orof ~~14%,~~$59 million during the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to a net gain of $2 million during the ~~three~~six months ended ~~March~~June 3130, 2024. This movement was primarily driven by the decrease in sale-leaseback gains as a result of seven aircraft inductions and two engine inductions subject to sale-leaseback transactions in the current period, ~~due~~compared to ~~lower~~twelve ~~capitalized~~aircraft ~~interest~~inductions and two engine inductions subject to sale-leaseback transactions in the corresponding prior year period.

Other Income ~~Taxes~~(Expense). ~~Our~~Other ~~effective~~income ~~tax~~decreased ~~rate~~by ~~for~~$3 ~~the three months ended March 31~~million, ~~2025~~or ~~was an expense of 7.5~~21%, ~~compared~~during ~~to an expense of 8.3% for~~ the ~~three~~six months ended ~~March~~June 3130, ~~2024~~2025, onas ~~pre-tax~~compared ~~loss~~to ~~for both periods. The primary difference between~~ the ~~effective~~six ~~tax rate and the federal statutory rate for the three~~ months ended ~~March~~June 3130, ~~2025~~2024, isdue ~~related~~ to anincreased ~~increase~~interest inexpense ~~our~~driven ~~valuation~~by ~~allowance~~higher ~~relating~~principal todebt ~~federal~~balances and ~~state~~lower ~~net~~interest ~~operating~~income ~~losses~~from aslower ~~well~~cash asbalances ~~the~~in ~~impact of non~~interest-~~deductibility~~bearing ofcash ~~certain executive compensation and other employee benefits, partially offset by net windfalls related to the vesting and exercise of share-based awards~~accounts. ~~Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.~~

25Income Taxes. Our effective tax rate for the six months ended June 30, 2025 was an expense of 2.7%, compared to an expense of 37.5% for the six months ended June 30, 2024, on pre-tax loss and pre-tax income for each of the respective periods. The primary difference between the effective tax rate and the federal statutory rate for the six months ended June 30, 2025 was related to an increase in our valuation allowance relating to federal and state net operating losses. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.

	Three Months Ended March 31,
	2025		2024
	($ in millions)	Per ASM (¢)	($ in millions)	Per ASM (¢)
Non-GAAP financial data:(a)
CASM		9.63		9.49
Aircraft fuel	(238)	(2.39)	(263)	(2.78)
CASM (excluding fuel)(b)		7.24		6.71
Adjusted CASM (excluding fuel)(b)(c)		7.24		6.71
Aircraft fuel	238	2.39	263	2.78
Adjusted CASM(c)(d)		9.63		9.49
Net interest expense (income)	(6)	(0.07)	(7)	(0.07)
Adjusted CASM + net interest(e)		9.56		9.42
CASM		9.63		9.49
Net interest expense (income)	(6)	(0.07)	(7)	(0.07)
CASM + net interest(e)		9.56		9.42

Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest


	Three Months Ended June 30,
	2025		2024
	($ in millions)	Per ASM (¢)	($ in millions)	Per ASM (¢)
Non-GAAP financial data:(a)
CASM		9.73		8.98
Aircraft fuel	(230)	(2.23)	(288)	(2.74)
CASM (excluding fuel)(b)		7.50		6.24

Adjusted CASM (excluding fuel)(b)(c)		7.50		6.24
Aircraft fuel	230	2.23	288	2.74
Adjusted CASM(c)(d)		9.73		8.98
Net interest expense (income)	(5)	(0.05)	(7)	(0.08)
Adjusted CASM + net interest(e)		9.68		8.90

CASM		9.73		8.98
Net interest expense (income)	(5)	(0.05)	(7)	(0.08)
CASM + net interest(e)		9.68		8.90

__________________

(a)Cost per ASM figures may not recalculate due to rounding.

(b)CASM (excluding fuel) and Adjusted CASM (excluding fuel) are included as supplemental disclosures because we believe that excluding aircraft fuel is useful to investors as it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. The price of fuel, over which we have limited control, impacts the comparability of period-to-period financial performance, and excluding the price of fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance, and increases comparability with other airlines that also provide a similar metric. CASM (excluding fuel) and Adjusted CASM (excluding fuel) are not determined in accordance with GAAP and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

(c)For each of the three months ended ~~March 31~~June 30, 2025 and 2024, there were no non-GAAP ~~operating~~pre-tax adjustments.

(d)Adjusted CASM is included as supplemental disclosure because we believe it is a useful metric to properly compare our cost management and performance to other peers, as derivations of Adjusted CASM are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in the airline industry. Additionally, we believe this metric is useful because it removes certain items that may not be indicative of our base operating performance or future results. Adjusted CASM is not determined in accordance with GAAP, may not be comparable across all carriers and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

(e)Adjusted CASM including net interest and CASM including net interest are included as supplemental disclosures because we believe they are useful metrics to properly compare our cost management and performance to other peers that may have different capital structures and financing strategies, particularly as it relates to financing primary operating assets such as aircraft and engines. Additionally, we believe these metrics are useful because they remove certain items that may not be indicative of our base operating performance or future results. Adjusted CASM including net interest and CASM including net interest are not determined in accordance with GAAP, may not be comparable across all carriers and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

2631

Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest

	Three Months Ended March 31,
	Six Months Ended June 30, 2025
	2025		~~2024~~		2024
	(in millions)
	($ in millions)		Per ASM (¢)		($ in millions)	Per ASM (¢)
Non-GAAP financial data (unaudited):
Non-GAAP financial data:(a)
Adjusted net income (loss)(a)	$	(43)	$	(21)
CASM			9.68			9.22
EBITDA(a)	$	(26)	$	(15)
Aircraft fuel	(468)		(2.31)		(551)	(2.76)
EBITDAR(b)	$	135	$	144
CASM (excluding fuel)(b)			7.37			6.46
Adjusted EBITDA(a)	$	(26)	$	(15)
Adjusted CASM (excluding fuel)(b)(c)			7.37			6.46
Adjusted EBITDAR(b)	$	135	$	144
Aircraft fuel	468		2.31		551	2.76
Adjusted CASM(c)(d)			9.68			9.22
Net interest expense (income)	(11)		(0.06)		(14)	(0.07)
Adjusted CASM + net interest(e)			9.62			9.15
CASM			9.68			9.22
Net interest expense (income)	(11)		(0.06)		(14)	(0.07)
CASM + net interest(e)			9.62			9.15

__________________

(a)Cost per ASM figures may not recalculate due to rounding.

(c)For each of the six months ended June 30, 2025 and 2024, there were no non-GAAP pre-tax adjustments.

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Net Income (Loss) to EBITDA, EBITDAR, Adjusted EBITDA, and Adjusted EBITDAR


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in millions)				(in millions)
Non-GAAP financial data (unaudited):
Adjusted net income (loss)(a)	$	(70)	$	31	$	(113)	$	10
EBITDA(a)	$	(54)	$	43	$	(80)	$	28
EBITDAR(b)	$	140	$	190	$	275	$	334
Adjusted EBITDA(a)	$	(54)	$	43	$	(80)	$	28
Adjusted EBITDAR(b)	$	140	$	190	$	275	$	334

__________________

(a)Adjusted net income (loss), EBITDA and adjusted EBITDA are included as supplemental disclosures because we believe they are useful indicators of our operating performance. Derivations of net income (loss) and EBITDA are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry.

Adjusted net income (loss), EBITDA and adjusted EBITDA have limitations as analytical tools. Some of the limitations applicable to these measures include: adjusted net income (loss), EBITDA and adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; adjusted net income (loss), EBITDA and adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; EBITDA, and adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness or possible cash requirements related to our warrants; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements; and other companies in our industry may calculate adjusted net income (loss), EBITDA and adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. Because of these limitations, adjusted net income (loss), EBITDA and adjusted EBITDA should not be considered in isolation from or as a substitute for performance measures calculated in accordance with GAAP. In addition, because derivations of adjusted net income (loss), EBITDA and adjusted EBITDA are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of net income (loss) and EBITDA, including adjusted net income (loss) and adjusted EBITDA, as presented may not be directly comparable to similarly titled measures presented by other companies.

For the foregoing reasons, each of adjusted net income (loss), EBITDA and adjusted EBITDA has significant limitations which affect its use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information.

(b)EBITDAR and adjusted EBITDAR are included as a supplemental ~~disclosure~~disclosures because we believe them to be useful solely as valuation metrics for airlines as their calculations isolate the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft, which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes), and income taxes, which may vary significantly between periods and for different airlines for reasons unrelated to the underlying value of a particular airline. However, EBITDAR and adjusted EBITDAR are not determined in accordance with GAAP, are susceptible to varying calculations and not all companies calculate the measure in the same manner. As a result, EBITDAR and adjusted EBITDAR, as presented, may not be directly comparable to similarly titled measures presented by other companies. In addition, EBITDAR and adjusted EBITDAR should not be viewed as ameasures ~~measure~~ of overall performance since they exclude aircraft rent, which is a normal, recurring cash operating expense that is necessary to operate our business. Accordingly, you are cautioned not to place undue reliance on this information.

2733

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in millions)				(in millions)
Adjusted net income (loss) reconciliation (unaudited):
Net income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Valuation allowance(a)	—		5—		—		5
Adjusted net income (loss)(b)	$	(4370)	$	~~(21)~~31	$	(113)	$	10
EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR reconciliation (unaudited):
Net income (loss)	$	(4370)	$	~~(26)~~31	$	(113)	$	5
Plus (minus):
Interest expense	910		98		19		17
Capitalized interest	(8)		(97)		(16)		(16)
Interest income and other	(7)		(78)		(14)		(15)
Income tax expense (benefit)	3—		21		3		3
Depreciation and amortization	2021		1618		41		34
EBITDA	(2654)		~~(15)~~43		(80)		28
Plus: Aircraft rent	~~161~~194		~~159~~147		355		306
EBITDAR	$	~~135~~140	$	~~144~~190	$	275	$	334
Adjusted EBITDA(b)	$	(2654)	$	~~(15)~~43	$	(80)	$	28
Plus: Aircraft rent	~~161~~194		~~159~~147		355		306
Adjusted EBITDAR(b)	$	~~135~~140	$	~~144~~190	$	275	$	334

___________________

(a)During the ~~three~~six months ended ~~March~~June 3130, 2024, we recorded a $5 million non-cash valuation allowance against our U.S. federal and state net operating loss deferred tax assets, which largely do not expire, mainly as a result of being in a three-year historical cumulative pre-tax loss position and due to the loss ~~for~~generated during the three months ended March 31, 2024, which ~~has~~had no impact on cash taxes and is not reflective of our effective tax rate for deductible net operating losses generated or actual cash tax obligations created. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.

(b)For each of the three and six months ended ~~March~~June 3130, 2025 and 2024, there were no non-GAAP ~~operating~~pre-tax adjustments.

2834

Comparative Operating Statistics

The following table sets forth our operating statistics for the three and six months ended June 30, 2025 and 2024. These operating statistics are provided because they are commonly used in the airline industry and, as such, allow readers to compare our performance against our results for the corresponding prior year period, as well as against the performance of our peers.

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
	2025		2024				2025		2024
Operating statistics (unaudited)(a)
Available seat miles (“ASMs”) (millions)	910,~~949~~313		910,~~446~~552		5(2)	%	20,262		19,998		1	%
Departures	5152,~~358~~147		4857,~~666~~176		6(9)	%	103,505		105,842		(2)	%
Average stage length (miles)	~~925~~942		~~956~~899		~~(3)~~5	%	933		925		1	%
Block hours	~~136~~140,~~736~~149		~~132~~147,~~057~~506		4(5)	%	276,885		279,563		(1)	%
Average aircraft in service	~~156~~163		~~137~~145		1412	%	158		141		12	%
Aircraft – end of period	~~163~~164		~~142~~148		1511	%	164		148		11	%
Average daily aircraft utilization (hours)	9.7		1011.62		(813)	%	9.7		10.9		(11)	%
Passengers (thousands)	78,~~839~~499		78,~~005~~899		12(4)	%	16,338		15,904		3	%
Average seats per departure	208		~~202~~204		32	%	208		203		2	%
RPMs (millions)	78,~~454~~182		68,~~869~~238		9(1)	%	15,636		15,107		4	%
Load Factor	7479.93	%	7278.71	%	21.2	pts	77.2	%	75.5	%	1.7	pts
Fare revenue per passenger ($)	4440.6194		4639.2191		(3)	%	42.70		42.68		—	%
Non-fare passenger revenue per passenger ($)	6864.1577		7466.4180		(83)	%	66.39		70.15		(5)	%
Other revenue per passenger ($)	3.5756		2.9154		2340	%	3.57		2.71		32	%
Total ancillary revenue per passenger ($)	7168.7233		7769.3234		(71)	%	69.96		72.86		(4)	%
Total revenue per passenger ($)	~~116~~109.3327		~~123~~109.5325		~~(6)~~—	%	112.66		115.54		(2)	%
Total revenue per available seat mile (“RASM”) (¢)	9.1701		9.1621		—(2)	%	9.08		9.19		(1)	%
Cost per available seat mile (“CASM”) (¢)	9.63		9.49		1	%
RASM, stage-length adjusted to 1,000 miles (¢) (c)	8.74		8.73		—	%	8.78		8.84		(1)	%
CASM (excluding fuel) (¢) (b)	7.24		6.71		8	%
Cost per available seat mile (“CASM”) (¢)	9.73		8.98		8	%	9.68		9.22		5	%
CASM + net interest (¢) (b)	9.56		9.42		1	%
CASM (excluding fuel) (¢) (b)	7.50		6.24		20	%	7.37		6.46		14	%
Adjusted CASM (¢) (b)	9.63		9.49		1	%
CASM + net interest (¢) (b)	9.68		8.90		9	%	9.62		9.15		5	%
Adjusted CASM (excluding fuel) (¢) (b)	7.24		6.71		8	%
Adjusted CASM (¢) (b)	9.73		8.98		8	%	9.68		9.22		5	%
Adjusted CASM (excluding fuel), stage-length adjusted to 1,000 miles (¢) (b)(c)	6.96		6.56		6	%
Adjusted CASM (excluding fuel) (¢) (b)	7.50		6.24		20	%	7.37		6.46		14	%
Adjusted CASM + net interest (¢) (b)	9.56		9.42		1	%
Adjusted CASM (excluding fuel), stage-length adjusted to 1,000 miles (¢) (b)(c)	7.28		5.92		23	%	7.12		6.21		15	%
Adjusted CASM + net interest, stage-length adjusted to 1,000 miles (¢) (b)(c)	9.20		9.21		—	%
Adjusted CASM + net interest (¢) (b)	9.68		8.90		9	%	9.62		9.15		5	%
Fuel cost per gallon ($)	2.55		2.93		(13)	%
Adjusted CASM + net interest, stage-length adjusted to 1,000 miles (¢) (b)(c)	9.40		8.44		11	%	9.30		8.80		6	%
Fuel gallons consumed (thousands)	93,212		89,657		4	%
Fuel cost per gallon ($)	2.36		2.84		(17)	%	2.45		2.88		(15)	%
Full-time equivalent employees	7,906		7,675		3	%
Fuel gallons consumed (thousands)	97,427		101,690		(4)	%	190,639		191,347		—	%
Full-time equivalent employees	7,766		8,100		(4)	%	7,766		8,100		(4)	%

_______________

(a)Figures may not recalculate due to rounding. See “Glossary of Airline Terms” for definitions of terms used in this table.

(b)These metrics are not calculated in accordance with GAAP. For the reconciliation to corresponding GAAP measures, see “Results of Operations—Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest.”

(c)Stage-Length Adjusted (SLA) to 1,000 miles: Applicable Operating Statistic * Square root (stage length / 1,000).

2935

Liquidity and Capital Resources

Overview

As of ~~March~~June 3130, 2025, we had $~~889~~766 million of total available liquidity, consisting of $~~684~~561 million in unrestricted cash and cash equivalents and $205 million in total undrawn capacity on our Revolving Loan Facility. We had $~~507~~560 million of total debt, net, of which $~~263~~326 million is short-term and consists primarily of amounts outstanding under our Pre-delivery Credit Facilities. Our total debt, net is comprised of $~~333~~386 million outstanding under our Pre-delivery Credit Facilities, $101 million outstanding under our pre-purchased miles facility with Barclays Bank Delaware (“Barclays”), $66 million in 10-year, low-interest loans (collectively, the “PSP Promissory Notes”) from the U.S. Department of the Treasury (the “Treasury”) and $12 million in secured indebtedness for our headquarters building, partially offset by $5 million in deferred debt acquisition costs.

In connection with the term loan facility entered into with the Treasury in September 2020, which was repaid in full in February 2022, and the PSP Promissory Notes, we issued warrants (the “Warrants”) to purchase 3,117,940 shares of FGHI common stock at a weighted-average price of $6.95 per share. These Warrants will expire ~~between~~during ~~May~~ 2025 and ~~June~~ 2026. In June 2024, the Treasury sold all such Warrants to a financial institution. During the ~~three~~six months ended ~~March~~June 3130, 2025, 1,244,608 Warrants were exercised. We settled the exercises through a net share settlement of 248,893 shares of FGHI common stock and cash of less than $1 million. As of ~~March~~June 3130, 2025, Warrants to purchase 1,873,332 shares of FGHI common stock were outstanding.

During the six months ended June 30, 2024, we reached an agreement with one of our aircraft lessors which eliminated requirements to pay maintenance reserves held as collateral in advance of our required performance of major maintenance activities on our aircraft leases. As a result of the agreement, the lessor disbursed back to us previously paid aircraft maintenance deposits of approximately $104 million. As a result, we no longer have any aircraft maintenance deposits with any of our lessors.

We continue to monitor our covenant compliance with various parties, including, but not limited to, our lenders and credit card processors. As of the date of this report, we are in compliance with all of our covenants.

The following table presents the major indicators of our financial condition and liquidity as of:

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
	($ in millions)
Cash and cash equivalents	$	~~686~~563		$	740
Total current assets, excluding cash and cash equivalents	$	~~267~~269		$	250
Total current liabilities, excluding current maturities of long-term debt, net and operating leases	$	~~993~~1,019		$	927
Current maturities of long-term debt, net	$	~~263~~326		$	261
Long-term debt, net	$	~~244~~234		$	241
Stockholders’ equity	$	~~570~~506		$	604
Debt to capital ratio	4753		%	45		%
Debt to capital ratio, including operating lease obligations	8991		%	88		%

Use of Cash and Future Obligations

We expect to meet our cash requirements for the next twelve months through use of our available cash and cash equivalents, our ~~Pre-delivery~~debt ~~Credit Facilities~~facilities, and cash flows from operating activities and sale-leaseback financing. We expect to meet our long-term cash requirements with cash flows from operating and financing activities, including, but not limited to, potential future borrowings under the Pre-delivery Credit Facilities, our undrawn Revolving Loan Facility and/or potential issuances of debt or equity. The Revolving Loan Facility also permits us to enter into additional indebtedness secured by our loyalty program and brand-related assets, to the extent such indebtedness is pari passu ~~to that of the Revolving Loan Facility. Our primary uses of cash are for working capital, aircraft PDPs, debt repayments and capital expenditures.~~

Our single largest capital commitment relates to the acquisition of aircraft. As of March 31, 2025, we operated all of our 163 aircraft under operating leases. PDPs relating to future deliveries under our agreement with Airbus are required at various times prior to each aircraft’s delivery date. As of March 31, 2025, our Pre-delivery Credit Facilities, which allow us to draw up to an aggregate of $478 million, had $333 million outstanding. As of 36

30to that of the Revolving Loan Facility. Our primary uses of cash are for working capital, aircraft PDPs, debt repayments and capital expenditures.

~~March~~Our single largest capital commitment relates to the acquisition of aircraft. As of June 3130, 2025, we operated all of our 164 aircraft under operating leases. PDPs relating to future deliveries under our agreement with Airbus are required at various times prior to each aircraft’s delivery date. As of June 30, 2025, our Pre-delivery Credit Facilities, which allow us to draw up to an aggregate of $476 million, had $~~415~~386 million outstanding. As of June 30, 2025, we had $466 million of PDPs held by Airbus which have been partially financed by our Pre-delivery Credit Facilities.

As of ~~March~~June 3130, 2025, we had a firm obligation to purchase ~~183~~180 A320neo family aircraft and 9 additional spare engines to be delivered by 2031. Of our aircraft commitments, 2522 had committed operating leases for deliveries occurring between 2025 and 2026. We intend to evaluate financing options for the remaining aircraft.

The following table summarizes current and long-term material cash requirements as of June 30, 2025, which we expect to fund primarily with operating and financing cash flows (in millions):

	Material Cash Requirements
	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Debt obligations(a)	$	~~209~~182	$	~~120~~191	$	413	$	9	$	93	$	77	$	~~512~~565
Interest commitments(b)	2315		1518		12		1011		68		34		6968
Operating lease obligations(c)	~~532~~363		~~701~~720		~~693~~712		~~638~~657		~~563~~582		2,~~571~~696		5,~~698~~730
Flight equipment purchase obligations(d)	~~937~~753		1,~~383~~384		2,~~056~~058		2,~~113~~114		2,~~263~~265		2,~~548~~549		11,~~300~~123
Total	$	1,~~701~~313	$	2,~~219~~313	$	2,~~765~~795	$	2,~~770~~791	$	2,~~925~~948	$	5,~~199~~326	$	17,~~579~~486

__________________

(a)Includes principal commitments only associated with our Pre-delivery Credit Facilities with borrowings as of ~~March~~June 3130, 2025, our affinity card unsecured debt due through 2029, our building notes due through ~~September~~ 2031 and the PSP Promissory Notes due through 2031. See “Notes to Condensed Consolidated Financial Statements — 5. Debt.”

(b)Represents interest and commitment fees on debt obligations and our undrawn Revolving Loan Facility.

(c)Represents gross cash payments related to our operating fixed lease obligations that are not subject to discount as compared to the obligations measured on our condensed consolidated balance sheets. See “Notes to Condensed Consolidated Financial Statements — 6. Operating Leases.”

(d)Represents purchase commitments for aircraft and engines. See “Notes to Condensed Consolidated Financial Statements — 8. Commitments and Contingencies.”

3137

Cash Flows

The following table presents information regarding our cash flows in the six months ended June 30, 2025 and 2024 (in millions):

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Net cash used in operating activities	$	(86219)	$	(2213)
Net cash used in investing activities	(29113)		(734)
Net cash provided by financing activities	61155		4296
Net increase (decrease) in cash, cash equivalents and restricted cash	(54177)		1349
Cash, cash equivalents and restricted cash at beginning of period	740		609
Cash, cash equivalents and restricted cash at end of period	$	~~686~~563	$	~~622~~658

Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, net cash used in operating activities totaled $86219 million, which was driven by a $43113 million net loss, $2871 million of ~~non-cash adjustments and $15 million of~~ outflows from changes in operating assets and liabilities, and $35 million of non-cash adjustments.

The $1571 million of outflows from changes in operating assets and liabilities included:

•$49103 million in increases in other long-term assets primarily driven by increases in capital maintenance and prepaid maintenance;

•$2432 million in decreases in other liabilities primarily driven by leased aircraft return accruals and other operational related accruals ~~offset by increased passenger taxes payable~~; and

•$1625 million in increases in accounts receivable; partially offset by

•$6451 million in increases in ~~our~~accounts ~~air traffic liability primarily driven by increased bookings on higher average fares~~payable;

•$630 million in ~~decreases~~increases in ~~supplies~~our air traffic liability primarily driven by increased bookings on higher average fares and ~~other~~an ~~current~~increase ~~assets~~in non-refundable customer flight credits for future travel; and

•$48 million in ~~increases~~decreases in ~~accounts~~supplies ~~payable~~and other current assets.

Our net loss of $43113 million was also adjusted by the following non-cash items to arrive at cash used in operating activities:

•$5690 million in gains recognized on sale-leaseback transactions; partially offset by

•$2041 million in depreciation and amortization;

•$511 million in stock-based compensation expense; and

•$3 million in deferred income tax expense.

During the ~~three~~six months ended ~~March~~June 3130, 2024, net cash used in operating activities totaled $2213 million, which was driven by ~~a $26 million net loss, and~~ non-cash adjustments ~~totaling~~of $49 102 million, partially offset by $535 million of net income and $84 million of inflows from changes in operating assets and liabilities.

3238

The $5384 million of inflows from changes in operating assets and liabilities included:

•$75 82 million in ~~increases~~decreases in our ~~air~~capitalized ~~traffic~~aircraft ~~liability~~maintenance ~~driven by increased bookings~~deposits;

•$2570 million in increases in ~~other~~our ~~liabilities~~air ~~primarily~~traffic liability driven by ~~passenger~~increased ~~taxes payable~~bookings;

•$528 million in increases in ~~accounts~~other liabilities primarily driven by passenger taxes payable; ~~and~~

•$49 million in ~~decreases~~increases in ~~supplies~~accounts ~~and other current assets~~payable; ~~partially offset by~~and

•$481 million in ~~increases~~decreases in supplies and other ~~long-term~~current assets; ~~driven~~partially byoffset ~~increases in prepaid maintenance, capitalized maintenance and deferred purchase incentives;~~by

•$4105 million in increases in ~~accounts~~other ~~receivable~~long-term assets primarily driven by increases in prepaid maintenance, capitalized maintenance and supplier incentives; and

•$41 million in increases in ~~aircraft~~accounts ~~maintenance deposits~~receivable.

Our net ~~loss~~income of $265 million was also adjusted by the following non-cash items to arrive at cash used in operating activities:

•$71148 million in gains recognized on sale-leaseback transactions; partially offset by

•$1634 million in depreciation and amortization;

•$49 million in stock-based compensation expense; and

•$23 million in deferred income tax expense.

Investing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, net cash used in investing activities totaled $29113 million, driven by:

•$1862 million in ~~cash~~net outflows for ~~capital~~PDP ~~expenditures~~activity; and

•$1151 million in ~~net~~cash outflows for ~~PDP~~capital ~~activity~~expenditures.

During the ~~three~~six months ended ~~March~~June 3130, 2024, net cash used in investing activities totaled $734 million, driven by:

•$1748 million in cash outflows for capital expenditures; and

•$31 million in cash outflows relating to other investing activity; partially offset by

•$1315 million in net proceeds for PDP activity.

Financing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, net cash provided by financing activities was $61155 million, driven by:

•$52101 million in ~~net~~cash proceeds ~~received~~ from ~~sale~~debt issuances, consisting of $100 million drawn on our Pre-~~leaseback~~delivery ~~transactions;~~Credit Facilities and $1 million drawn on our Barclays facility;

•$3393 million in ~~cash~~net proceeds received from ~~debt issuances, consisting of $32 million of net borrowings on our Pre~~sale-~~delivery~~leaseback ~~Credit~~transactions; ~~Facilities~~ and ~~$1 million in draws on our Barclays facility;~~

•$6 million in proceeds from the exercise of stock options; partially offset by

•$2843 million in cash outflows from principal repayments on the Pre-delivery Credit Facilities; and

•$2 million in cash outflows for payments related to tax withholdings of share-based awards.

~~During the three months ended March 31, 2024, net cash provided by financing activities was $42 million, primarily driven by:~~39

~~•$69~~During ~~million~~the insix ~~cash~~months ~~proceeds~~ended ~~from~~June ~~debt issuances~~30, ~~consisting of $66 million drawn on our Pre-delivery Credit Facilities~~2024, net ofcash ~~issuance~~provided ~~costs~~by ~~and~~financing aactivities was $396 million, ~~draw~~primarily ondriven ~~our Barclays facility;~~by:

•$48142 million in ~~net~~cash proceeds ~~received~~ from ~~sale~~debt issuances, consisting of $133 million drawn on our Pre-~~leaseback~~delivery ~~transactions;~~Credit Facilities, $6 million in new borrowing on our building note and $3 million drawn on our Barclays facility;

•$116 million in net proceeds received from sale-leaseback transactions; and

•$1 million in proceeds from the exercise of stock options; partially offset by

33•$161 million in cash outflows from principal repayments on debt, which includes $145 million on our PDP Financing Facility and $16 million on our building note that reached maturity; and

•$74 million in cash outflows from principal repayments on our Pre-delivery Credit Facilities; and

•$2 million in cash outflows for payments related to tax withholdings of share-based awards.

As of ~~March~~June 3130, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our results of operations, financial condition or cash flows.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates during the ~~three~~six months ended ~~March~~June 3130, 2025. For information regarding our critical accounting policies and estimates, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in Part II, Item 7 of our 2024 Annual Report.

Recently Adopted Accounting Pronouncements

See “Notes to Consolidated Financial Statements —1. Summary of Significant Accounting Policies” included in Part II, Item 8 of our 2024 Annual Report for a discussion of recent accounting pronouncements.

3440

GLOSSARY OF AIRLINE TERMS

Set forth below is a glossary of industry terms:

“A320neo family” means, collectively, the Airbus series of single-aisle aircraft that feature the new engine option, including the A320neo and A321neo aircraft.

“Adjusted CASM” is a non-GAAP measure and means operating expenses, excluding special items, divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

“Adjusted CASM including net interest” or “Adjusted CASM + net interest” is a non-GAAP measure and means the sum of Adjusted CASM and net interest expense (income) excluding special items divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

“Adjusted CASM (excluding fuel)” is a non-GAAP measure and means operating expenses less aircraft fuel expense, excluding special items, divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

“Air traffic liability” means the value of tickets, unearned membership fees and other related fees sold in advance of travel.

“Ancillary revenue” means the sum of non-fare passenger revenue and other revenue.

“Available seat miles” or “ASMs” means seats (empty or full) multiplied by miles the seats are flown.

“Average aircraft in service” means the average number of aircraft used in flight operations, as calculated on a daily basis.

“Average daily aircraft utilization” means block hours divided by number of days in the period divided by average aircraft in service.

“Average stage length” means the average number of miles flown per flight segment.

“Block hours” means the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.

“CASM” or “unit costs” means operating expenses divided by ASMs.

“CASM (excluding fuel)” is a non-GAAP measure and means operating expenses less aircraft fuel expense, divided by ASMs.

“CASM including net interest” or “CASM + net interest” is a non-GAAP measure and means the sum of CASM and net interest expense (income) divided by ASMs.

“DOT” means the ~~United~~U.S. ~~States~~ Department of Transportation.

3541

“Fare revenue” consists of base fares for air travel, including miles redeemed under our frequent flyer program, unused and expired passenger credits, other redeemed or expired travel credits and revenue derived from charter flights.

“Fare revenue per passenger” means fare revenue divided by passengers.

“Load factor” means the percentage of aircraft seat miles actually occupied on a flight (RPMs divided by ASMs).

“Non-fare passenger revenue” consists of fees related to certain ancillary items such as baggage, service fees, seat selection, and other passenger-related revenue that is not included as part of base fares for travel.

“Non-fare passenger revenue per passenger” means non-fare passenger revenue divided by passengers.

“Other revenue” consists primarily of services not directly related to providing transportation, such as the advertising, marketing and brand elements of the FRONTIER Miles affinity credit card program and commissions revenue from the sale of items such as rental cars and hotels.

“Other revenue per passenger” means other revenue divided by passengers.

“Passengers” means the total number of passengers flown on all flight segments.

“Passenger revenue” consists of fare revenue and non-fare passenger revenue.

“PDP” means pre-delivery deposit payments, which are payments required by aircraft manufacturers in advance of delivery of the aircraft.

“RASM” or “unit revenue” means total revenue divided by ASMs.

“Revenue passenger miles” or “RPMs” means the number of miles flown by passengers.

“Total ancillary revenue per passenger” means ancillary revenue divided by passengers.

“Total revenue per passenger” means the sum of fare revenue, non-fare passenger revenue, and other revenue (collectively, “Total Revenue”) divided by passengers.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes in market risk from the information provided in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk”, in our 2024 Annual Report.

3642

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~March~~June 3130, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”), refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of ~~March~~June 3130, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the three months ended ~~March~~June 3130, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3743

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we have been and will continue to be subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained. We believe the ultimate outcome of such lawsuits, proceedings and reviews is not reasonably likely, individually or in the aggregate, to have a material adverse effect on our business, results of operations and financial condition.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A “Risk Factors” contained in our 2024 Annual Report. Investors are urged to review all such risk factors carefully.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

~~Warrant Exercise~~None.

On March 4, 2025, the holder of our Warrants exercised Warrants covering 1,039,864 shares of FGHI common stock, which we elected to net share settle pursuant to the terms of the respective warrant agreements. As a result of the exercise and net share settlement, we issued a total of 248,893 shares of FGHI common stock on March 7, 2025. We received no proceeds in connection with the exercise of the Warrants.

The warrants were issued pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions not involving a public offering. The FGHI common stock issued upon exercise of the Warrants was issued in reliance on an exemption provided by Section 3(a)(9) of the Securities Act.

Use of Proceeds

None.

Issuer Purchases of Equity Securities

We do not have a share repurchase program and no shares were repurchased during the ~~first~~second quarter of 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended ~~March~~June 3130, 2025, none of our directors or officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other “non-Rule 10b5-1 trading arrangement” except as follows:

38On May 12, 2025, Barry Biffle, our Chief Executive Officer and a member of our board of directors, terminated a Rule 10b5-1(c) trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c), which was originally adopted on August 14, 2024 for the sale of up to 2,164,580 shares of our common stock until August 8, 2025.

~~satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other “non-Rule 10b5-1 trading arrangement” except as follows:~~44

ITEM 6. EXHIBITS

On March 10, 2025, Trevor Stedke, our Senior Vice President, Operations, adopted a Rule 10b5-1(c) trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 191,436 shares of our common stock until September 15, 2025.

Incorporated by Reference

Filed Herewith

Exhibit Number

Exhibit Description

Form

File Number

Date

Number

3.1

Amended and Restated Certificate of Incorporation of Frontier Group Holdings, Inc.

8-K

001-40304

5/16/2025

3.1

3.2

Amended and Restated Bylaws of Frontier Group Holdings, Inc.

8-K

001-40304

7/25/2024

3.1

4.1

Form of Common Stock Certificate.

S-1

333-254004

3/8/2021

4.2

Form of Common Stock Warrant.

10-Q

001-40304

8/8/2024

4.2

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Incorporated by Reference

Filed Herewith

Exhibit Number

Exhibit Description

Form

File Number

Date

Number

3.1

Amended and Restated Certificate of Incorporation of Frontier Group Holdings, Inc.

8-K

001-40304

4/6/2021

3.1

3.2

Amended and Restated Bylaws of Frontier Group Holdings, Inc.

8-K

001-40304

7/25/2024

3.1

4.1

Form of Common Stock Certificate.

S-1

333-254004

3/8/2021

4.2

Form of Common Stock Warrant.

10-Q

001-40304

8/8/2024

4.2

10.1#

Form of Performance Stock Unit and Grant Agreement under the 2021 Equity Incentive Plan.

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________________

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

# Indicates management contract or compensatory plan.

4045

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		FRONTIER GROUP HOLDINGS, INC.
Date: May 1, 2025	By:	/s/ Mark C. Mitchell
Date: August 5, 2025	By:	/s/ Mark C. Mitchell
		Mark C. Mitchell
		Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

4146

Filing Compare · Frontier Group Holdings, Inc.