Dempsey James G. 4

What Happened

• James G. Dempsey, President & CEO and Director of Frontier Group Holdings (ULCC), received stock awards that vested on Feb 5, 2026. The Form 4 reports acquisition of 6,521 shares (PSUs that vested) and an award of 309,735 Restricted Stock Units (RSUs). To satisfy tax withholding on the vested PSUs, 1,874 shares were disposed on Feb 6, 2026 at $5.65 per share for a total of $10,588.
• These transactions are award/vesting events (code A) with a small disposition (code F) for taxes—this is not an open‑market purchase or sell motivated by trading, but routine vesting and tax withholding.

Key Details

• Transaction dates: Feb 5, 2026 (awards/vesting); Feb 6, 2026 (shares withheld/sold for taxes).
• Prices and values: 1,874 shares disposed at $5.65 each = $10,588 (tax withholding). Awards reported at $0.00 acquisition price (standard for vested awards).
• Shares acquired: 6,521 shares vested (PSUs) and 309,735 RSUs granted (derivative award).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: The PSUs were granted Feb 6, 2025 and partially vested Feb 5, 2026 based on relative total shareholder return vs. peers.
  • F2: 1,874 shares were withheld to satisfy tax liabilities on the vested PSUs.
  • F3: Each RSU represents a contingent right to one share; RSUs have no expiration.
  • F4: RSUs vest in three substantially equal annual installments beginning Feb 5, 2027.
• Filing timeliness: Form filed Feb 9, 2026 for transactions dated Feb 5–6, 2026; filing appears timely (within required business-day window).

Context

• These entries reflect compensation vesting (awards) and routine tax withholding—not an open‑market buy or discretionary sale signal. The large RSU grant is a multi-year restricted award that vests starting in 2027; the PSU vesting reflects partial achievement of performance goals set by the compensation committee.