Dempsey James G. 4
4 · Frontier Group Holdings, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Frontier (ULCC) CEO James G. Dempsey Receives RSUs; Shares Withheld
What Happened
James G. Dempsey, President & CEO and a director of Frontier Group Holdings (ULCC), received shares upon the vesting/conversion of Restricted Stock Units (RSUs). A total of 66,494 RSUs converted into common shares (37,082 on Feb 6; 29,412 on Feb 8). The issuer withheld 20,145 of those shares to satisfy tax withholding obligations (total withholding value reported in the filing ≈ $121,175), so Dempsey netted 46,349 shares. None of the withheld shares represent an open-market sale by the reporting person.
Key Details
- Transaction dates: February 6, 2026 and February 8, 2026; Form 4 filed February 10, 2026.
- Conversion (code M): 37,082 shares (2/6) and 29,412 shares (2/8) were issued upon RSU vesting (total 66,494).
- Tax withholding (code F): 11,690 shares withheld at $5.65 (≈ $66,049); 6,943 shares withheld at $6.52 (≈ $45,268); 1,512 shares withheld at $6.52 (≈ $9,858). Total withheld ≈ $121,175 and 20,145 shares.
- Net issued to the insider after withholding: 46,349 shares.
- Footnotes: RSU vesting was the settlement of previously granted RSUs (F1–F2); the withheld shares solely satisfy tax withholding and were not sales by the reporting person (F3–F4). Footnotes also state remaining vesting schedules (F5) and that certain RSUs fully vested as of Feb 8, 2026 (F6).
- Shares owned after the transactions were not specified in the provided data.
Context
- These transactions reflect RSU vesting and a cashless/net settlement for taxes (issuer withheld shares to cover withholding), not open-market selling or a purchase.
- For retail investors, vesting and tax-withholding events are routine compensation actions and do not, by themselves, indicate a buy or sell signal from the insider.
- No 10b5-1 plan, gift, or open-market sale was reported in the provided filing; the activity is limited to conversion of RSUs and tax withholding.
Insider Transaction Report
Form 4
Dempsey James G.
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-06+37,082→ 338,346 total - Tax Payment
Common Stock
[F3]2026-02-06$5.65/sh−11,690$66,049→ 326,656 total - Exercise/Conversion
Common Stock
[F1][F2]2026-02-08+24,150→ 350,806 total - Tax Payment
Common Stock
[F4]2026-02-08$6.52/sh−6,943$45,268→ 343,863 total - Exercise/Conversion
Common Stock
[F1][F2]2026-02-08+5,262→ 349,125 total - Tax Payment
Common Stock
[F4]2026-02-08$6.52/sh−1,512$9,858→ 347,613 total - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-02-06−37,082→ 74,166 total→ Common Stock (37,082 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-02-08−24,150→ 0 total→ Common Stock (24,150 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-02-08−5,262→ 0 total→ Common Stock (5,262 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 Diamond, as Attorney-in-fact for James Dempsey|2026-02-10