Diamond Howard 4

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.