Mitchell Mark Christopher 4

4 · Frontier Group Holdings, Inc. · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 9, 2026

Frontier (ULCC) CFO Mitchell Christopher Receives Stock Award

What Happened

Mitchell Mark Christopher, Senior Vice President & Chief Financial Officer of Frontier Group Holdings (ULCC), received equity awards reported on Feb 5–6, 2026. The filing shows 2,536 shares issued on vesting of Performance Stock Units (PSUs) and a separate grant of 88,496 Restricted Stock Units (RSUs). To satisfy tax withholding on the vested PSUs, 1,109 shares were withheld/disposed on Feb 6, 2026 at $5.65 per share (total $6,266). The awards themselves were recorded at $0.00 per share as grant/vesting transactions.

Key Details

Transaction dates and amounts:
- Feb 5, 2026: 2,536 shares issued on PSU vesting (code A), and 88,496 RSUs granted (derivative/code A).
- Feb 6, 2026: 1,109 shares withheld/disposed for tax withholding (code F) at $5.65/share, proceeds $6,266.
Shares owned after transaction: total beneficial ownership after these transactions is not provided in the supplied data.
Notable footnotes from the filing:
- F1: PSUs were granted Feb 6, 2025 and partially vested Feb 5, 2026 based on total shareholder return vs. a peer group.
- F2: The 1,109-share disposition represents shares withheld to satisfy taxes on vested PSUs.
- F3/F4: Each RSU equals a right to one share; RSUs have no expiration and vest in three roughly equal annual installments beginning Feb 5, 2027.
Filing date: Form 4 filed Feb 9, 2026, covering transactions on Feb 5–6, 2026 (no late-filing flag noted in the provided info).

Context

PSUs vest based on performance metrics (here, relative total shareholder return) and are different from purchases — they reflect compensation. RSUs are a deferred award that will convert into shares according to the stated vesting schedule. The 1,109-share disposition was a routine tax-withholding action, not an open-market sale indicating a change in investment view.

Form 4

Period: 2026-02-05

SVP & CFO

Transactions

Award
Common Stock
[F1]
2026-02-05+2,536→ 168,334 total
Tax Payment
Common Stock
[F2]
2026-02-06$5.65/sh−1,109$6,266→ 167,225 total
Award
Restricted Stock Units
[F3][F4]
2026-02-05+88,496→ 88,496 total
→ Common Stock (88,496 underlying)

Footnotes (4)

[F1]On February 6, 2025, the reporting person was granted an award of Performance Stock Units ("PSUs"), which vest in the form of Common Stock based upon the Issuer's achievement of certain levels of total shareholder return relative to a pre-determined industry peer group. On February 5th, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the performance goals had been partially met, resulting in the vesting of these shares.
[F2]Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein.
[F3]Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date.
[F4]The Restricted Stock Units vest in three substantially equal annual installments beginning on February 5, 2027.

Signature

/s/ Howard Diamond, as Attorney-in-fact for Mark C. Mitchell|2026-02-09

1 file