Dempsey James G. 4

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.