Diamond Howard 4

4 · Frontier Group Holdings, Inc. · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 10, 2026

Frontier (ULCC) EVP Diamond Howard Receives RSU Vesting

What Happened

Diamond Howard, EVP, Legal & Corporate Affairs at Frontier Group Holdings (ULCC), had Restricted Stock Units (RSUs) convert into 36,105 shares on February 6 and February 8, 2026. The issuer withheld 15,795 of those shares to satisfy tax withholding obligations (total withholding value disclosed as $96,005), resulting in a net issuance of 20,310 shares to the Reporting Person.
The filing shows the RSU-to-share conversions as derivative conversions (transaction code M) with a reported $0 exercise price for the conversion itself; the withheld shares are reported under code F (tax withholding) at per-share rates of $5.65 (8,021 shares; $45,319) and $6.52 (4,956 shares; $32,313 and 2,818 shares; $18,373). These withholdings are routine tax settlements, not open-market sales.

Key Details

Transaction dates: Feb 6, 2026 and Feb 8, 2026. Withholding prices: $5.65 and $6.52 per share as noted above.
Shares converted (acquired): 36,105 total (18,335 + 11,328 + 6,442). Shares withheld for taxes (disposed only to issuer for tax): 15,795 total (8,021 + 4,956 + 2,818). Net shares issued to insider: 20,310.
Total cash value withheld for taxes (per filing): $45,319 + $32,313 + $18,373 = $96,005.
Important footnotes: F3/F4 state the withheld shares were retained by the issuer solely to satisfy tax withholding and do not represent a sale by the Reporting Person. F2 notes each RSU equals one share; F6 states the RSUs have fully vested as of Feb 8, 2026 (another footnote mentions vesting schedules for remaining awards—see filing for full detail).
Shares owned after the transactions are not disclosed in the provided summary of the filing.
Filing date: Feb 10, 2026. The filing does not indicate a late-report flag in the provided data.

Context

This was a vesting/conversion of RSUs, not an open-market purchase or sale. Reporting shows a cashless-like settlement where the company withheld shares to satisfy tax obligations rather than the insider selling shares on the market.
Such tax-withholding transactions are routine and generally do not signal an insider's view on the stock; they reflect compensation vesting and tax obligations.

Form 4

Period: 2026-02-06

EVP, Legal & Corporate Affairs

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-06+18,335→ 155,346 total
Tax Payment
Common Stock
[F3]
2026-02-06$5.65/sh−8,021$45,319→ 147,325 total
Exercise/Conversion
Common Stock
[F1][F2]
2026-02-08+11,328→ 158,653 total
Tax Payment
Common Stock
[F4]
2026-02-08$6.52/sh−4,956$32,313→ 153,697 total
Exercise/Conversion
Common Stock
[F1][F2]
2026-02-08+6,442→ 160,139 total
Tax Payment
Common Stock
[F4]
2026-02-08$6.52/sh−2,818$18,373→ 157,321 total
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-02-06−18,335→ 36,671 total
→ Common Stock (18,335 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-02-08−11,328→ 0 total
→ Common Stock (11,328 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-02-08−6,442→ 0 total
→ Common Stock (6,442 underlying)

Footnotes (6)

[F1]Relates solely to the settlement of previously granted Restricted Stock Units upon vesting. No shares were sold by the Reporting Person.
[F2]Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date.
[F3]Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting on February 6, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
[F4]Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting Person on February 8, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
[F5]The remaining Restricted Stock Units vest in two substantially equal annual installments beginning on February 6, 2027.
[F6]The Restricted Stock Units have fully vested as of February 8, 2026.

Signature

/s/ Howard M. Diamond|2026-02-10

1 file