Frontier Group Holdings, Inc.

Series 2025-1 EETC Offering

The information set forth below is included in this Quarterly Report on Form 10-Q instead of a Current Report on Form 8-K under “Item 1.01 - Entry into a Material Definitive Agreement” and “Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.”

On November 4, 2025, we issued approximately $105 million in aggregate face amount of class A-1 enhanced equipment trust certificates (the “2025-1 EETCs”) through a pass-through trust in a private placement. The pass-through trust holds series A-1 equipment notes with a coupon rate of 6.75% and final payment due October 30, 2032, that are issued by the Company and guaranteed by Frontier Airlines Holdings, Inc. and Frontier Group Holdings, Inc. The equipment notes are secured by liens on substantially all of the Company’s spare parts and tooling. Principal and interest on the issued and outstanding certificates is payable semi-annually on April 30 and October 30 of each year, commencing on April 30, 2026. The Company is subject to covenants that require it to obtain semi-annual appraisals, and to ensure that a specified percentage of its spare parts (by appraisal value) are pledged to secure the equipment notes and that the loan-to-value ratio does not exceed a specified percentage. Optional prepayment of some or all of the 2025-1 EETCs outstanding is permitted, with a make whole provision due through the third anniversary, a 1% premium thereafter until the fourth anniversary and without premium or penalty in the years subsequent. The net proceeds from the offering will be used for general corporate purposes.

The 2025-1 EETCs were offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The 2025-1 EETCs have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The summary of the foregoing transactions is qualified in its entirety by reference to the material transaction documents relating to the 2025-1 EETCs, a copy of which will be filed as exhibits to the Company's next Annual Report on Form 10-K for the year ended December 31, 2025.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended September 30, 2025, none of our directors or officers adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other “non-Rule 10b5-1 trading arrangement” except as follows:

On August 8, 2025, Barry Biffle, our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1(c) trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 800,000 shares of our common stock until February 10, 2027.

On September 2, 2025, Trevor Stedke, our Senior Vice President of Operations, adopted a Rule 10b5-1(c) trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 191,436 shares of our common stock, plus an indeterminable number of shares to be acquired upon the future vesting of restricted and performance stock units, until August 15, 2026.