Schuller Steve 4

What Happened
Steve Schuller, Senior Vice President of Human Resources at Frontier Group Holdings (ULCC), reported a small open‑market sale and the vesting of equity awards. On Feb 6, 2026 he sold 5,000 shares at $6.00 each for $30,000 under a pre‑existing 10b5‑1 plan. In connection with the partial vesting of Performance Stock Units (PSUs) on Feb 5, 2026, 2,536 shares were issued to him (no purchase price) and 1,109 shares were withheld to satisfy taxes (treated as a disposition valued at $5.65 per share, ~$6,266). The filing also shows 61,947 Restricted Stock Units (RSUs) reported as a derivative award.

Key Details

• Transaction dates: Feb 5–6, 2026; Form 4 filed Feb 9, 2026 (timely).
• Sales: 5,000 shares sold open market at $6.00 → $30,000 total (sold under a Rule 10b5‑1 plan adopted May 19, 2024).
• Tax withholding: 1,109 shares withheld at $5.65 → ~$6,266 to cover taxes upon PSU vesting.
• Awards: 2,536 shares issued from vested PSUs (no cash paid). 61,947 RSUs reported as derivative awards (no cash consideration).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1—PSUs granted Feb 6, 2025 partially vested Feb 5, 2026; F2—shares withheld satisfied tax liability; F4/F5—each RSU equals one share and vests in three equal annual installments starting Feb 5, 2027.

Context
This filing combines routine insider activity: vesting of performance awards (resulting in issuance and tax withholding) and a planned open‑market sale under a 10b5‑1 plan. The sale is relatively small ($30k) and does not by itself imply a change in company outlook. The RSUs are contingent awards that vest over future years.