Wetzel Josh A 4

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

AI-generated summary of this filing

Updated Feb 9, 2026

Frontier (ULCC) VP & CAO Josh Wetzel Receives Awards, Exercises Derivatives

What Happened

Josh Wetzel, Vice President & Chief Accounting Officer of Frontier Group Holdings (ULCC), had equity awards vest and converted/exercised derivatives. Reported activity shows 4,619 shares from a derivative exercise/conversion plus grant/award issuances of 815 RSUs and 22,124 PSUs (total reported gross issuance 27,558 shares). The company withheld 1,874 shares to cover tax obligations (1,593 shares at $5.85 = $9,319; 281 shares at $5.65 = $1,588), resulting in a net issuance of about 25,684 shares to Wetzel. No open-market sale by the reporting person was indicated.

Key Details

Dates: Transactions reported for Feb 5, 2026 (primary vesting/conversion) and Feb 6, 2026 (tax withholding on 281 shares).
Exercise/conversion: 4,619 shares (derivative conversion/exercise).
Awards/grants: 815 RSUs and 22,124 PSUs reported as acquired/awarded.
Tax withholding (dispositions reported as "F"): 1,593 shares @ $5.85 (=$9,319) and 281 shares @ $5.65 (=$1,588); total tax withholding ≈ $10,907.
Net shares received (approx): 27,558 gross − 1,874 withheld = 25,684 shares.
Footnotes of note:
- RSUs settled upon vesting; each RSU equals one share (no sale by the reporting person).
- PSUs granted Feb 6, 2025 partially vested per the Compensation Committee’s determination (performance-based).
- Withheld shares represent tax withholding, not open-market sales.
Shares owned after the transaction: Not specified in the filing.
Filing timeliness: Form filed Feb 9, 2026; this appears to be within the two-business-day window and thus timely.

Context

These transactions reflect compensation-related vesting and derivative conversion/settlement rather than an open-market purchase or deliberate sale; withheld shares were used to satisfy tax obligations (common in net share settlement). Performance Stock Units (PSUs) vested only to the extent performance goals were met, per the footnotes. Such insider award vesting is routine compensation and should not be taken alone as a buy/sell signal.

Form 4

Period: 2026-02-05

VP & CAO

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-05+4,619→ 18,187 total
Tax Payment
Common Stock
[F3]
2026-02-05$5.85/sh−1,593$9,319→ 16,594 total
Award
Common Stock
[F4]
2026-02-05+815→ 17,409 total
Tax Payment
Common Stock
[F5]
2026-02-06$5.65/sh−281$1,588→ 17,128 total
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-02-05−4,619→ 0 total
→ Common Stock (4,619 underlying)
Award
Restricted Stock Units
[F2][F7]
2026-02-05+22,124→ 22,124 total
→ Common Stock (22,124 underlying)

Footnotes (7)

[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 5, 2026, from the vesting of Restricted Stock Units, and does not represent a sale by the Reporting Person.
[F4]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, results in the vesting of these shares.
[F5]Represents shares withheld in satisfaction of taxes due upon the vesting of PSUs reported herein.
[F6]The Restricted Stock Units have fully vested as of February 5, 2026.
[F7]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 Josh A. Wetzel|2026-02-09

1 file