UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __ to __ Commission File Number: 001-40304 Frontier Group Holdings, Inc. (Exact name of registrant as specified in its charter) (Address of principal executive off ...

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Frontier Group FY Conference Summary Industry Overview - The airline market is currently experiencing a better demand environment compared to the previous year, with constructive supply-demand dynamics noted [3][4] - The airline industry is seeing a disciplined pricing strategy, with Frontier implementing a basic fare plus bundle strategy [4] Company Performance - Frontier reported a 10%+ improvement in stage length adjusted RASM (Revenue per Available Seat Mile) year-over-year in Q1 [5] - The airline faced a $30 million loss due to a shutdown in November but recovered in December, with positive trends continuing into January and February [5] - Capacity is expected to be flat or slightly down in Q1, with a projected 10% unit revenue growth driven by both internal initiatives and industry pricing improvements [6] Strategic Priorities - The new CEO, Jimmy Dempsey, emphasized the importance of right-sizing the fleet, with 24 aircraft being removed from service to align capacity with demand [9][10] - Frontier aims for a long-term growth profile of 8%-10% and an increase in aircraft utilization from less than 9 hours to 11.5 hours over the next 18-24 months [10] - Cost discipline is a key focus, with anticipated savings of $200 million from rent reductions and operational efficiencies [11] Fleet Management - Frontier deferred the delivery of 69 Airbus aircraft, pushing growth rates to align with the 8%-10% target [13][14] - The AerCap deal involves returning A320s, which is expected to optimize maintenance costs and improve fleet utilization [24][60] Revenue and Pricing Strategy - The airline expects unit revenues to remain strong despite capacity growth, with March showing an 8% increase in capacity and unit revenues expected to rise over 10% year-over-year [29][30] - The implementation of NDC (New Distribution Capability) has improved product visibility and conversion rates on online travel agents [30][36] Loyalty Program and Customer Engagement - Frontier is investing in its loyalty program, with cash flows from loyalty assets up 30% year-over-year [39] - The introduction of a first-class seat and a new Wi-Fi provider is planned to enhance customer experience [39][57] Operational Improvements - The airline is focused on improving operational performance, particularly on-time performance and reducing cancellations [65][66] - A series of 60 projects are underway to enhance operational efficiency and customer loyalty [68] Market Position and Competitive Landscape - Frontier is capitalizing on reduced competition in markets like Atlanta and Las Vegas, where Spirit Airlines has decreased capacity [42][44] - The company is focused on building a sustainable, profitable path without relying on industry consolidation [46] Financial Outlook - The CEO aims to restore sustainable profitability and improve operating cash flows, moving away from reliance on sale and leaseback gains [71][72] - The airline is positioned to generate operating cash flows and provide low fares, with a focus on long-term growth [72]

Core Viewpoint - Frontier Airlines, a subsidiary of Frontier Group Holdings, will participate in the Barclays 43rd Annual Industrial Select Conference, highlighting its commitment to low-cost travel and operational efficiency [1]. Group 1: Company Participation - Jimmy Dempsey, President and CEO of Frontier Airlines, will engage in a moderated discussion at the conference on February 17, 2026, at 1:50 PM ET [1]. - The event will be available via webcast, which will be archived for 90 days on the company's investor relations website [1]. Group 2: Company Overview - Frontier Airlines operates the largest A320neo family fleet in the U.S., characterized as one of the youngest and most fuel-efficient [1]. - The company is focused on redefining low-fare travel through an expanding network, a rewarding loyalty program, and innovative product offerings [1].

Core Viewpoint - Frontier Group is undergoing a strategic reset aimed at achieving sustained profitability, with a focus on fleet restructuring, cost discipline, operational reliability, and customer loyalty [3][6]. Fleet Restructuring - The company has entered a non-binding agreement with AerCap to terminate 24 aircraft leases early, which is expected to enhance productivity and efficiency [1][6]. - Frontier anticipates an additional 10 sale-and-leaseback transactions in the future as part of the restructuring [1]. - The airline plans to maintain its fleet count at 176 aircraft by the end of 2026, following 24 deliveries and 24 terminations [4][16]. Cost Savings and Financial Goals - Frontier is targeting $200 million in annual run-rate cost savings by 2027, which includes approximately $90 million in rent savings from lease terminations [5][8]. - The company aims to improve operational efficiency to reduce cancellations and increase fleet utilization to about 11.5 hours from approximately 9 hours last year by summer 2027 [5][12]. Operational Reliability - The airline is focusing on improving operational reliability, with initiatives aimed at reducing cancellations and enhancing on-time performance [10]. - Management is implementing a range of measures, including optimizing airport workflows and improving communication during travel disruptions [10][11]. Revenue Initiatives - Frontier is shifting to a "basic first" product architecture with three defined bundles—economy, premium, and business—to enhance revenue management [13]. - The company is expanding its New Distribution Capability (NDC) to improve conversion rates and merchandising through online travel agencies [13]. - Loyalty cash flows have shown significant growth, with Q4 reporting an increase of over 30% [15]. Growth Strategy - The updated delivery profile with Airbus supports a long-term growth rate of approximately 10%, a moderation from previous high-growth trajectories [7]. - Management expects that about half of the anticipated growth will come from "infilling" the existing network, while the other half will be from new markets [7]. Guidance and Transition Risks - The guidance reflects the risks associated with the transition year as productivity resets and cost savings are implemented, balanced against a more favorable supply-demand environment [17]. - The AerCap lease termination deal carries no liquidity penalty in 2026, although there will be a one-time non-cash expense when final agreements are executed [18].

Financial Data and Key Metrics Changes - The company is targeting $200 million in annual run rate cost savings by 2027, primarily from network optimization and productivity enhancements [8][39] - The revenue per available seat mile (RASM) is expected to improve by over 10% year-over-year, with positive trends observed in early bookings for the upcoming quarters [22][108] Business Line Data and Key Metrics Changes - The company has shifted back to a basic first product architecture, which has positively impacted both fare and ancillary revenue trends [80][81] - The loyalty program has seen a significant increase in engagement, with overall loyalty revenue up over 30% [104] Market Data and Key Metrics Changes - The company anticipates growth of approximately 10%, with half of this growth coming from filling existing network capacity and the other half from new markets [15][20] - The company is focusing on enhancing its operations in Atlanta, capitalizing on reduced capacity from competitors like Southwest and Spirit [87] Company Strategy and Development Direction - The strategic priorities include rightsizing the fleet, strengthening cost discipline, improving operational reliability, and enhancing customer loyalty [6][10] - The company aims to return to sustained profitability by focusing on a disciplined growth rate of around 10%, which is seen as a stable target for revenue performance [19][51] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the need for significant changes to improve operational performance and customer loyalty, emphasizing a commitment to long-term value creation [12][102] - The current economic environment is viewed as constructive, with expectations of improved revenue generation due to disciplined capacity deployment across the industry [49][90] Other Important Information - The company has entered into agreements to terminate 24 aircraft leases, which will enhance fleet productivity and reduce costs [7][58] - The delivery cadence for 2026 includes 24 aircraft, with expectations to maintain the same fleet size by the end of the year [30][32] Q&A Session Summary Question: Long-term growth plan and market opportunities - Management indicated that the 10% growth target is based on filling existing network capacity and exploring new markets, particularly in areas where competitors have reduced capacity [14][15] Question: RASM growth guidance - Management confirmed that high single-digit to double-digit RASM growth is necessary to achieve guidance, with confidence stemming from improved revenue trends [21][22] Question: Delivery cadence and fleet size - The company expects to maintain the same number of aircraft throughout 2026, focusing on productivity rather than expanding fleet size [30][32] Question: Cost savings and labor assumptions - Management clarified that the $200 million cost savings target does not include changes to crew costs, focusing instead on network efficiencies and rent savings [39][40] Question: Capacity strategy and market competition - Management emphasized the importance of a disciplined capacity deployment strategy to enhance profitability, particularly in light of reduced competition from Spirit Airlines [90][91] Question: Loyalty program performance - The loyalty program has seen significant engagement and revenue growth, driven by enhancements in product offerings and customer experience [104][106]

Financial Data and Key Metrics Changes - The company is targeting $200 million in annual run rate cost savings by 2027, primarily from network optimization and productivity enhancements [8][36] - The revenue per available seat mile (RASM) is expected to improve by over 10% year-over-year, with positive trends observed in early bookings for the upcoming quarters [22][106] Business Line Data and Key Metrics Changes - The company is focusing on rightsizing its fleet, with a non-binding agreement to terminate 24 aircraft leases, which is expected to enhance fleet productivity and efficiency [7][8] - The company has shifted back to a basic fare structure, which has positively impacted both fare and ancillary revenue trends [77][78] Market Data and Key Metrics Changes - The company anticipates a growth rate of approximately 10%, with half of this growth coming from filling existing network capacity and the other half from new markets [15][19] - The company is seeing opportunities in markets previously occupied by Spirit Airlines, particularly in the West of the United States, due to reduced capacity from competitors [86] Company Strategy and Development Direction - The strategic priorities include rightsizing the fleet, strengthening cost discipline, improving operational reliability, and enhancing customer loyalty [6][10] - The company aims to modernize its commercial offerings, including digital tools and customer experience enhancements, to attract more customers while maintaining low fares [11][12] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the need for significant changes to return to sustained profitability and is committed to creating long-term value for stakeholders [5][12] - The company is optimistic about the revenue environment, citing improved unit revenues and a disciplined capacity deployment across the industry [86][106] Other Important Information - The company has entered into a non-binding framework agreement with Airbus to revise its delivery profile, supporting a more sustainable long-term growth rate [8] - The company has seen a significant increase in loyalty program engagement, with loyalty revenue up over 30% [101] Q&A Session Summary Question: Long-term growth plan and market opportunities - The company expects growth to be concentrated in filling existing network capacity and entering new markets, with a disciplined approach to capacity deployment [15][19] Question: RASM growth guidance - Management confirmed that high single-digit to double-digit RASM growth is needed to achieve guidance, with confidence stemming from improved revenue trends [21][22] Question: Delivery cadence for aircraft - The company has 24 aircraft scheduled for delivery in 2026, with plans to maintain the same number of aircraft by the end of the year [29][30] Question: Cost savings and labor assumptions - The $200 million cost savings target does not include changes to crew costs, focusing instead on network shape and operational efficiencies [36][38] Question: Capacity and market strategy - The company is leveraging reduced competition in markets like Atlanta to enhance its operations and increase daily departures [83][86] Question: Loyalty program performance - The loyalty program has seen significant engagement, with revenue from co-brand cards and subscription programs contributing to overall growth [101][102]

Financial Data and Key Metrics Changes - The company is targeting $200 million in annual run rate cost savings by 2027, with approximately $90 million expected from early termination of 24 aircraft leases [8][10][39] - The company anticipates a growth rate of approximately 10%, which is a moderation from previous higher growth trajectories [7][14] - The revenue per available seat mile (RASM) is expected to improve by over 10% year-over-year, indicating a positive trend in revenue performance [23][111] Business Line Data and Key Metrics Changes - The company is focusing on rightsizing its fleet and increasing fleet productivity, which includes the early termination of aircraft leases to enhance operational efficiency [6][10] - The loyalty program has seen a significant increase in engagement, with loyalty revenue up over 30% [106] Market Data and Key Metrics Changes - The company is capitalizing on reduced capacity from competitors like Spirit Airlines, allowing it to fill in existing network gaps and expand in markets such as Atlanta [88][91] - The company is seeing improved revenue generation due to disciplined pricing strategies and enhanced distribution capabilities [92] Company Strategy and Development Direction - The company has outlined four strategic priorities: rightsizing the fleet, strengthening cost discipline, improving operational reliability, and enhancing customer loyalty [5][12] - The company aims to modernize its commercial offerings, including digital tools and customer experience enhancements, to attract more customers while maintaining low fares [11][12] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the need for significant changes to return to sustained profitability and is committed to creating long-term value for stakeholders [5][12] - The company is optimistic about the revenue environment and believes that the current strategies will lead to improved performance throughout the year [23][92] Other Important Information - The company has entered into agreements with AerCap and Airbus to optimize its fleet and delivery schedules, which supports a more sustainable growth rate [6][7] - The company is focused on improving operational reliability by reducing cancellations and enhancing on-time performance [9][10] Q&A Session Summary Question: Where will the 10% growth be concentrated? - Management indicated that growth will be approximately 50% from filling existing network gaps and 50% from new markets, driven by changes in capacity across the industry [14][15][16] Question: What gives confidence in achieving RASM growth? - Management noted that they are seeing a trend above 10% in RASM improvement and are encouraged by early booking trends [23][24] Question: What is the delivery cadence for 2026? - The company has 24 aircraft scheduled for delivery in 2026, with a plan to maintain the same number of aircraft throughout the year [31][32] Question: What are the labor assumptions behind the $200 million cost savings? - Management confirmed that the cost savings do not include changes to crew costs, focusing instead on efficiencies from a more stable flying schedule [39][40] Question: How does the company view its growth strategy in Atlanta? - The company is expanding in Atlanta due to reduced capacity from competitors and positive commercial performance [88][91] Question: What metrics are being used to measure success? - Management emphasized the focus on operational performance and customer loyalty as key metrics for success [104][105]

Core Viewpoint - Frontier Group Holdings, Inc. has announced a non-binding agreement with AerCap Holdings N.V. for the early return of 24 A320neo aircraft and plans for 10 future sale-leaseback transactions [1] Group 1: Aircraft Returns - The agreement involves the early return of 24 A320neo aircraft currently in operation [1] - All aircraft have lease agreements that are scheduled to expire within the next two to eight years [1] Group 2: Future Transactions - The company plans to engage in 10 future sale-leaseback transactions as part of the agreement with AerCap [1]

Core Insights - Frontier Airlines' stock has emerged as one of the best-performing airline shares in recent months, challenging the notion that the low-cost and ultralow-cost airline business model is failing [1] Company Performance - The performance of Frontier Airlines' stock indicates a strong market position despite broader industry challenges [1]