James G. Dempsey, President and CEO of Frontier Group Holdings, Inc., filed a Form 4 on October 27, 2026, reporting the vesting and partial tax-withholding settlement of 156,250 Restricted Stock Units on October 25, 2026.

Key Highlights

  • RSU vesting: 156,250 Restricted Stock Units fully vested on October 25, 2026, and were settled in shares of Frontier Group Holdings common stock.
  • Tax withholding: 68,359 shares were withheld by the issuer at $4.94 per share solely to satisfy tax withholding obligations; the filing states this "does not represent a sale by the Reporting Person."
  • No open-market sale: The filing notes that "no shares were sold by the Reporting Person" in connection with the RSU settlement.
  • Post-transaction ownership: Following the transactions, Dempsey directly beneficially owns 472,126 shares of common stock.
  • Derivative securities remaining: The RSUs reported are now fully vested, with 0.00 derivative securities remaining after settlement.
  • Roles: Dempsey is identified as both a Director and Officer (President and CEO) of Frontier Group Holdings, Inc., trading on NASDAQ:ULCC.

RSU Settlement and Tax Withholding Details for Frontier CEO James Dempsey

According to the filing, James G. Dempsey's 156,250 Restricted Stock Units vested in full on October 25, 2026. Each RSU represented a contingent right to receive one share of Frontier Group Holdings common stock, and the filing states the units carried no expiration date. The settlement of these units is recorded as an acquisition (transaction code M) of 156,250 shares, bringing Dempsey's total direct beneficial ownership to 540,485 shares immediately after settlement.

Following the settlement, the issuer withheld 68,359 shares at a price of $4.94 per share to cover tax obligations associated with the net share issuance. The filing describes this as shares "withheld by the Issuer solely to satisfy tax withholding obligations" and explicitly states the withholding "does not represent a sale by the Reporting Person." This transaction is recorded under code F (payment of exercise price or tax liability by delivering or withholding securities). After the withholding, Dempsey's direct beneficial ownership stood at 472,126 shares of common stock, per the filing.

The Form 4 was signed on October 27, 2026, by Howard Diamond as attorney-in-fact for James Dempsey. No derivative securities remain outstanding following the full vesting of the RSUs reported in Table II of the filing. No shares were sold on the open market in connection with these transactions, according to the filing's explanatory notes.

What Was Disclosed

Frontier Group Holdings CEO James G. Dempsey reported the October 25, 2026, vesting of 156,250 RSUs and the withholding of 68,359 shares at $4.94 for tax purposes, leaving him with direct beneficial ownership of 472,126 common shares.