Frontier Group Holdings, Inc 10-Q for FY2025 Q3
Frontier Group Holdings, Inc. (ULCC)
10-Q
2025-11-05
For: 2025-09-30
View Original
Added on
April 07, 2026
About this 10-Q
Frontier Group Holdings, Inc filed this 10-Q on November 5, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $886M
- down 5.2% from $935M a year earlier
- Net loss
- $77M
- compared with net income of $26M a year earlier
- Diluted EPS
- -$0.34
- compared with $0.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2025
or
For the transition period from __ to __
Commission File Number: 001-40304
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(720 ) 374-4550
(Address of principal executive offices, including zip code, and Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 228,950,914 shares of common stock, $0.001 par value per share, outstanding as of October 31, 2025.
TABLE OF CONTENTS
| Page | |||||
1
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Words such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “intends,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “targets,” “predict,” “potential” and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025 (the “2024 Annual Report”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1A, “Risk Factors” and other factors set forth in other parts of this Quarterly Report on Form 10-Q, as well as those risks and uncertainties set forth from time to time under the sections captioned “Risk Factors” in our reports and other documents filed with the SEC, including our 2024 Annual Report. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
2
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FRONTIER GROUP HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(unaudited, in millions, except share data)
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Supplies, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Pre-delivery deposits for flight equipment | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Air traffic liability | |||||||||||
| Frequent flyer liability | |||||||||||
| Current maturities of long-term debt, net | |||||||||||
| Current maturities of operating leases | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term operating leases | |||||||||||
| Long-term frequent flyer liability | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
3
FRONTIER GROUP HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(unaudited, in millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Passenger | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Aircraft fuel | |||||||||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||||||||
| Aircraft rent | |||||||||||||||||||||||
| Station operations | |||||||||||||||||||||||
| Maintenance, materials and repairs | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other operating | ( | ( | |||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Capitalized interest | |||||||||||||||||||||||
| Interest income and other | |||||||||||||||||||||||
| Total other income (expense) | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Earnings (loss) per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
FRONTIER GROUP HOLDINGS, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited, in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Amortization from cash flow hedges, net of adjustment for deferred tax benefit (expense) of less than $ | |||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
FRONTIER GROUP HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in millions)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
| Deferred income taxes | |||||||||||
| Depreciation and amortization | |||||||||||
| Gains recognized on sale-leaseback transactions | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Supplies and other current assets | ( | ||||||||||
| Aircraft maintenance deposits | |||||||||||
| Other long-term assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Air traffic liability | |||||||||||
| Other liabilities | ( | ||||||||||
| Cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Pre-delivery deposits for flight equipment, net of refunds | ( | ||||||||||
| Other | ( | ||||||||||
| Cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of debt, net of issuance costs | |||||||||||
| Principal repayments on debt | ( | ( | |||||||||
| Proceeds from sale-leaseback transactions | |||||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Tax withholdings on share-based awards | ( | ( | |||||||||
| Cash provided by financing activities | |||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
FRONTIER GROUP HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited, in millions, except share data)
| Common Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares issued in connection with vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld to cover employee taxes on vested restricted stock units | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares issued in connection with vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld to cover employee taxes on vested restricted stock units | ( | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares issued in connection with vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld to cover employee taxes on vested restricted stock units | ( | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
7
FRONTIER GROUP HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(unaudited, in millions, except share data)
| Common Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares issued in connection with vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld to cover employee taxes on vested restricted stock units | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Shares issued in connection with warrant exercises, net | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares issued in connection with vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld to cover employee taxes on vested restricted stock units | ( | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares issued in connection with vesting of restricted stock units | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld to cover employee taxes on vested restricted stock units | ( | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
8
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The Company is an ultra low-cost, low-fare airline headquartered in Denver, Colorado that offers flights throughout the United States and to select international destinations in the Americas, serving approximately 100 airports.
The Company is managed as a single business unit that provides air transportation for passengers and management has concluded there is only one reportable segment. The Company has identified net income (loss) as the primary measurement of the segment’s profit or loss. Please see the Company’s “Condensed Consolidated Statements of Operations” for net income (loss), as well as other significant revenue and expense components of profit or loss, for the three and nine months ended September 30, 2025 and 2024. The Company has identified total assets as the primary measurement of the segment’s assets. Please see the Company’s “Condensed Consolidated Balance Sheets” for total assets as of September 30, 2025 and December 31, 2024.
The accompanying condensed consolidated financial statements include the accounts of the Company and reflect all normal recurring adjustments which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (the “2024 Annual Report”).
The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year. The air transportation business is subject to significant seasonal fluctuations and is volatile and highly affected by economic cycles and trends.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.
2. Revenue Recognition
As of September 30, 2025 and December 31, 2024, the Company’s air traffic liability balance was $338 million and $303 million, respectively, which includes amounts classified as other long-term liabilities on the Company’s condensed consolidated balance sheets. During the nine months ended September 30, 2025, 93 % of the air traffic liability as of December 31, 2024 was recognized as passenger revenue within the Company’s condensed
9
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
consolidated statements of operations. Of the air traffic liability balances as of September 30, 2025 and December 31, 2024, $78 million and $56 million, respectively, was related to unearned membership fees.
During the three and nine months ended September 30, 2025 and 2024, the Company recognized $20 million, $58 million, $7 million and $25 million, respectively, of revenue related to expected and actual expiration of customer rights to book future travel, in passenger revenues within the Company’s condensed consolidated statements of operations.
Operating revenues are comprised of passenger revenues, which includes fare and non-fare passenger revenues, and other revenues. Disaggregated operating revenues are as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Passenger revenues: | |||||||||||||||||||||||
| Fare | $ | $ | $ | $ | |||||||||||||||||||
| Non-fare passenger revenues: | |||||||||||||||||||||||
| Service fees | |||||||||||||||||||||||
| Baggage | |||||||||||||||||||||||
| Seat selection | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total non-fare passenger revenue | |||||||||||||||||||||||
| Total passenger revenues | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | |||||||||||||||||||
The Company is managed as a single business unit that provides air transportation for passengers. Operating revenues by principal geographic region, as defined by the U.S. Department of Transportation (the “DOT”), are as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Domestic | $ | $ | $ | $ | |||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | |||||||||||||||||||
The Company attributes operating revenues by geographic region based upon the origin and destination of each passenger flight segment. The Company’s tangible assets consist primarily of flight equipment, which are mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions.
10
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
3. Other Current Assets
Other current assets consist of the following (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Supplier incentives | $ | $ | |||||||||
| Prepaid expenses | |||||||||||
| Forgivable loans | |||||||||||
| Income tax and other taxes receivable | |||||||||||
| Other | |||||||||||
| Total other current assets | $ | $ | |||||||||
4. Other Current Liabilities
Other current liabilities consist of the following (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Passenger and other taxes and fees payable | $ | $ | |||||||||
| Salaries, wages and benefits | |||||||||||
| Aircraft maintenance | |||||||||||
| Station obligations | |||||||||||
| Fuel liabilities | |||||||||||
| Leased aircraft return costs | |||||||||||
| Other current liabilities | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
5. Debt
The Company’s debt obligations are as follows (in millions):
__________________
| September 30, 2025 | December 31, 2024 | ||||||||||
| Secured debt: | |||||||||||
Pre-delivery Credit Facilities(a) | $ | $ | |||||||||
Building notes(b) | |||||||||||
Revolving Loan Facility(c) | |||||||||||
| Unsecured debt: | |||||||||||
Affinity card advance purchase of miles(d) | |||||||||||
PSP Promissory Notes(e) | |||||||||||
| Total debt | |||||||||||
| Less: current maturities of long-term debt, net | ( | ( | |||||||||
| Less: total debt acquisition costs and other discounts, net | ( | ( | |||||||||
| Long-term debt, net | $ | $ | |||||||||
(a)The Company has multiple pre-delivery credit facilities which consists of the PDP Financing Facility, the Second PDP Financing Facility and the Third PDP Financing Facility, all as defined below (together, the “Pre-delivery Credit Facilities”). The Pre-delivery Credit Facilities are for the financing of pre-delivery deposit payments (“PDPs”) for the Company’s A320neo family aircraft purchase agreement. Each facility is collateralized by the Company’s purchase agreement for the associated A320neo family aircraft deliveries through the term of the respective facilities. Total capacity (drawn or undrawn) under the Pre-delivery Credit Facilities is $476 million. See Note 8 for the Company’s commitment schedule regarding its A320neo family orderbook.
11
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
The Company, through an affiliate, entered into a PDP facility in December 2014 (as amended from time to time, the “PDP Financing Facility”) for the financing of certain aircraft PDPs. The facility consists of separate loans for each PDP aircraft. Interest is paid every 90 days based on the Secured Overnight Financing Rate (“SOFR”) plus a margin for each separate loan. Each separate loan matures upon the earlier of (i) delivery of that aircraft to the Company by Airbus S.A.S. (“Airbus”), (ii) the date one month following the last day of the scheduled delivery month of such aircraft and (iii) if there is a delay in delivery of aircraft, depending on the cause of the delivery delay, up to six months following the last day of the scheduled delivery month of such aircraft. The PDP Financing Facility will be repaid periodically according to the preceding sentence, with the facility maturing in December 2026.
In September 2024, the Company, through an affiliate, entered into a PDP facility (the “Second PDP Financing Facility”) with a lender not otherwise party to the PDP Financing Facility or Third PDP Financing Facility in connection with the financing of PDPs for certain aircraft deliveries not associated with either the PDP Financing Facility or the Third PDP Financing Facility. Interest is paid quarterly based on SOFR plus an applicable margin. Additionally, the Second PDP Financing Facility requires a commitment fee based on the level of the outstanding loan amounts compared to the committed amount. The Second PDP Financing Facility will be repaid when the facility matures in September 2027.
In September 2024, the Company entered into another PDP facility (the “Third PDP Financing Facility”) with a lender not otherwise party to the PDP Financing Facility or Second PDP Financing Facility in connection with the financing of PDPs for certain aircraft deliveries not associated with either the PDP Financing Facility or the Second PDP Financing Facility. The Third PDP Financing Facility requires commitment fees to be paid, on a quarterly basis, on each individual aircraft delivery once PDP funding begins, based on the reference amount for that aircraft at a fixed annual rate of the two-year U.S. Treasury rate plus an applicable margin. The Third PDP Financing Facility consists of separate loans for each PDP aircraft. Each separate loan matures upon the delivery of that aircraft to the Company. The Third PDP Financing Facility will be repaid periodically according to the preceding sentence, with the facility maturing in August 2026.
(b)Represents notes with a commercial bank related to the Company’s headquarters. In June 2024, the Company entered into a $6 million note maturing in June 2031 and then entered into a second agreement in September 2024 with the same lender to fund an additional $6 million note maturing in September 2031, bringing the total indebtedness to $12 million. The Company is required to make regular monthly payments on principal and unpaid interest. Interest on the notes will accrue on the unpaid principal balance at a fixed annual rate of the seven-year U.S. Treasury rate plus an applicable margin. On the maturity date, one final balloon payment will be made to cover all unpaid principal, accrued unpaid interest and any other amounts due.
(c)In September 2024, the Company entered into a revolving line of credit available for general corporate purposes (the “Revolving Loan Facility”). The Revolving Loan Facility provides $205 million of commitments secured by the Company’s loyalty programs and brand-related assets. The Revolving Loan Facility will bear interest at a rate of SOFR plus an applicable margin, payable in quarterly installments, on any outstanding balance as well as a quarterly commitment fee at an applicable margin on the undrawn amounts. The Revolving Loan Facility matures in September 2027.
(d)The Company entered into an agreement with Barclays Bank Delaware (“Barclays”) in 2003, as amended from time to time, which provides for joint marketing, grants certain benefits to co-branded credit cardholders (“Cardholders”) and allows Barclays to market using the Company’s customer database, through 2029. Cardholders earn miles under the FRONTIER Miles program and the Company sells miles at agreed-upon rates to Barclays and earns fees from Barclays for the acquisition, retention and use of the co-branded credit card by Cardholders. In addition, Barclays will pre-purchase miles if the Company so requests and meets certain conditions precedent. The pre-purchased miles facility amount available to the Company is to be reset on January 15 of each calendar year through 2028, based on the aggregate amount of fees payable by Barclays to the Company on a calendar year basis and subject to certain other conditions, up to an aggregate maximum facility amount of $200 million. The Company pays interest on a monthly basis, which is based on a one-month Effective Federal Funds Rate (“EFFR”) plus a margin. Beginning December 2028, the facility is scheduled to be repaid in 12 equal monthly installments.
(e)As a result of the Company’s participation in the payroll support programs offered by the U.S. Department of the Treasury (the “Treasury”), the Company obtained a series of 10-year , low-interest loans from the Treasury (collectively, the “PSP Promissory Notes”) that are due between 2030 and 2031. The PSP Promissory Notes include an annual interest rate of 1.00 % for the first five years and SOFR plus 2.00 % in the final five years , with bi-annual interest payments. The loans can be prepaid at par at any time without incurring a penalty.
In connection with the term loan facility entered into with the Treasury in September 2020, which was repaid in full in February 2022, and the PSP Promissory Notes, the Company issued warrants to purchase 3,117,940 shares of FGHI common stock at a weighted-average price of $6.95 per share. During the nine months ended September 30, 2025, 1,244,608 warrants were exercised. The Company settled the exercises through a net share settlement of 248,893 shares of FGHI common stock and cash of less than $1 million. During the nine months ended September 30, 2025, 1,636,058 warrants expired. As of September 30, 2025, warrants to purchase 237,274 shares of FGHI common stock were outstanding. The remainder of the warrants will expire between March 2026 and June 2026.
12
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Cash payments for interest related to debt were $31 million and $25 million for the nine months ended September 30, 2025 and 2024, respectively.
The Company has caused standby letters of credit and surety bonds to be issued to various airport authorities and vendors that are collateralized by a portion of the Company’s property and equipment and, as of September 30, 2025 and December 31, 2024, the Company did not
As of September 30, 2025, future maturities of debt were payable as follows (in millions):
| Total | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total debt principal payments | $ | ||||
The Company continues to monitor covenant compliance with various parties, including, but not limited to, its lenders and credit card processors. As of September 30, 2025, the Company was in compliance with all of its covenants.
6. Operating Leases
Aircraft
As of September 30, 2025, the Company leased 166 aircraft with remaining terms ranging from 1 year to 12 years, all of which are under operating leases and are included within operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. In addition, as of September 30, 2025, the Company leased 51 spare engines, all of which are under operating leases, with the remaining terms ranging from 1 month to 12 years. As of September 30, 2025, the lease rates for 17 of the engines depended on usage-based metrics which are variable and, as such, these leases were not recorded on the Company’s condensed consolidated balance sheets as operating lease right-of-use assets or as operating lease liabilities.
During the three and nine months ended September 30, 2025 and 2024, the Company completed sale-leaseback transactions with third-party lessors for 2 , 9 , 5 , and 17 new Airbus A320neo family aircraft, respectively. Additionally, during the three and nine months ended September 30, 2025 and 2024, the Company completed six , eight , one , and three sale-leaseback transactions with third-party lessors for engines, respectively. All of the leases from the sale-leaseback transactions are accounted for as operating leases. The Company recognized gains on sale-leaseback transactions of $67 million, $157 million, $70 million and $218 million during the three and nine months ended September 30, 2025 and 2024, respectively, which are included as a component of other operating expenses within the Company’s condensed consolidated statements of operations.
Aircraft Rent Expense and Maintenance Obligations
During the three and nine months ended September 30, 2025 and 2024, aircraft rent expense was $181 million, $536 million, $177 million and $483 million, respectively. Aircraft rent expense includes supplemental rent, which is made up of probable lease return condition obligations. The portion of supplemental rent expense (benefit) related to probable lease return condition obligations was $(1 ) million, $2 million, $14 million, and $28 million for the three and nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, the Company’s total leased aircraft and spare engine return cost liability was $6 million and $49 million,
13
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
respectively, which are reflected in accounts payable, other current liabilities and other long-term liabilities on the Company’s condensed consolidated balance sheets.
During the nine months ended September 30, 2025, the Company extended the term for certain aircraft operating leases that were slated to expire in 2026 and 2027. For the three and nine months ended September 30, 2025, the Company recorded a benefit of $7 million and $27 million, respectively, to aircraft rent in the Company’s condensed consolidated statements of operations related to previously accrued lease return costs. During the nine months ended September 30, 2024, the Company extended the term for certain aircraft operating leases that were slated to expire between 2025 and 2027. For the three and nine months ended September 30, 2024, the Company recorded no benefit and a benefit of $14 million, respectively, to aircraft rent in the Company’s condensed consolidated statements of operations related to previously accrued lease return costs. These costs were variable in nature and associated with the anticipated utilization and condition of the airframes and engines at the original return date. Given the extension of these aircraft operating leases, such variable return costs are no longer probable of occurring.
During the nine months ended September 30, 2024, the Company reached an agreement with one of its aircraft lessors which eliminated requirements to pay maintenance reserves held as collateral in advance of the Company’s required performance of major maintenance activities on its aircraft leases. As a result of the agreement, the lessor disbursed back to the Company previously paid aircraft maintenance deposits of approximately $104 million. As a result, the Company no longer has any aircraft maintenance deposits with any of its lessors.
Airport Facilities
The Company’s facility leases are primarily for space at approximately 100 airports, primarily in the United States. These leases are classified as operating leases and reflect the use of airport terminals, ticket counters, office space, and maintenance facilities. Generally, this space is leased from government agencies that control the use of the airport. The majority of these leases are short-term in nature and renew on an evergreen basis. For these leases, the contractual term is used as the lease term. As of September 30, 2025, the remaining lease terms vary from 1 month to 13 years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually, and because of the variable nature of the rates, these leases are not recorded on the Company’s condensed consolidated balance sheets as right-of-use assets and lease liabilities.
Other Property and Equipment
The Company leases certain other assets such as flight training equipment, building space, and various other equipment. Certain of the Company’s leases for other assets are deemed to contain fixed rental payments and, as such, are classified as operating leases and are recorded on the Company’s condensed consolidated balance sheets as a right-of-use asset and liability. The remaining lease terms range from one month to ten years as of September 30, 2025.
14
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Lease Costs
The table below presents certain information related to lease costs for operating leases during the three and nine months ended September 30, 2025 and 2024 (in millions):
_________________
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Operating lease cost(a) | $ | $ | $ | $ | |||||||||||||||||||
Variable lease cost(a) | |||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | |||||||||||||||||||
(a) Expenses are included within aircraft rent, station operations, maintenance, materials and repairs, and other operating within the Company’s condensed consolidated statements of operations.
During the three and nine months ended September 30, 2025 and 2024, the Company acquired, through new or modified operating leases, operating lease assets totaling $167 million, $725 million, $232 million and $1,058 million, respectively, which are included in operating lease right-of-use assets on the Company’s condensed consolidated balance sheets. During the three and nine months ended September 30, 2025 and 2024, the Company paid cash of $184 million, $540 million, $156 million and $458 million, respectively, for amounts included in the measurement of lease liabilities.
7. Stock-Based Compensation
During the three and nine months ended September 30, 2025 and 2024, the Company recognized $5 million, $16 million, $3 million and $12 million, respectively, in stock-based compensation expense, which is included as a component of salaries, wages and benefits within the Company’s condensed consolidated statements of operations.
Stock Options
There were no stock options granted during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, 1,582,483 vested stock options were exercised with a weighted-average exercise price of $3.57 per share. As of September 30, 2025, the weighted-average exercise price of outstanding stock options was $9.32 per share.
Restricted Stock Units
During the nine months ended September 30, 2025, 2,639,095 restricted stock units were issued with a weighted-average grant date fair value of $6.57 per share. During the nine months ended September 30, 2025, 1,266,114 restricted stock units vested, of which 308,425 restricted stock units were withheld to cover employees’ tax withholding obligations, with a weighted-average grant date fair value of $8.41 and $9.11 per share, respectively.
15
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Performance Stock Units
During the nine months ended September 30, 2025, 1,199,038 performance stock units (“PSUs”) were issued, of which 710,136 PSUs were issued with a non-market-based performance condition and a weighted-average grant date fair value of $8.09 per share, and the remaining 488,902 PSUs were issued with a market-based condition and a weighted-average grant date fair value of $11.75 per share. During the nine months ended September 30, 2025, no PSUs vested.
Stockholders’ Equity
As of September 30, 2025 and December 31, 2024, the Company had authorized common stock (voting), common stock (non-voting) and preferred stock of 750,000,000 150,000,000 10,000,000 0.001
8. Commitments and Contingencies
Flight Equipment Commitments
As of September 30, 2025, the Company’s firm aircraft and engine purchase orders consisted of the following:
__________________
| A320neo | A321neo | Total Aircraft(a) | Engines | ||||||||||||||||||||
Year Ending | |||||||||||||||||||||||
| Remainder of 2025 | |||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||
| 2029 | |||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
(a) The schedule presented reflects the contractual delivery dates as of September 30, 2025 and does not reflect the notification of aircraft delivery delays communicated by Airbus during October 2025. Pursuant to the notification received from Airbus, one A321neo aircraft delivery expected in 2025 shifted into 2026. Such delays in the scheduled deliveries of Airbus aircraft may persist in future periods.
The Company is party to certain aircraft and engine purchase agreements that provide for, among other things, varying purchase incentives. These purchase incentives are allocated proportionally by aircraft or engine type over the remaining aircraft or engines to be delivered so that each aircraft’s or engine’s capitalized cost upon induction would be equal. Therefore, as cash paid for deliveries is greater than the capitalized cost due to the allocation of these purchase incentives, a deferred purchase incentive is recognized, which will ultimately be offset by future deliveries of aircraft or engines with lower cash payments than their associated capitalized cost. As of September 30, 2025 and December 31, 2024, the Company had $99 million and $95 million, respectively, of deferred purchase incentives recognized within other assets on the Company’s condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the Company had $24 million and less than $1 million, respectively, of deferred purchase incentives recognized within other long-term liabilities on the Company’s condensed consolidated balance sheets.
16
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
As of September 30, 2025, purchase commitments for these aircraft and engines, including estimated amounts for contractual price escalations and PDPs, consisted of the following (in millions):
| Total | |||||
| Year Ending | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Litigation and Other Contingencies
The Company is subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. During 2023, the DOT sent the Company a request for information to assist in its investigation into whether the Company cared for its customers as required by law during Winter Storm Elliott, which caused significant operational disruptions and spanned from December 21, 2022 to January 2, 2023, including providing adequate customer service assistance, prompt flight status notifications, and proper and timely refunds. The Company is fully cooperating with the DOT request.
Following a federal excise tax audit by the Internal Revenue Service covering the first quarter of 2021 to the second quarter of 2023, in June 2025, the Company received a revised preliminary assessment in the amount of $133 million related to the applicability of federal excise tax to certain optional ancillary products and services. The Company established an estimated liability for certain fees subject to the assessment where it believes a loss for this matter is probable and reasonably estimable. The Company is contesting the updated assessment. The Company could be subject to further excise tax assessments.
The Company regularly evaluates the status of such matters to assess whether a loss is probable and reasonably estimable in determining whether an accrual is appropriate. Further, in determining whether disclosure is appropriate, the Company evaluates each matter to assess if there is at least a reasonable possibility that a loss or additional losses may have been incurred and whether an estimate of possible loss or range of loss can be made.
The ultimate outcomes of legal actions are unpredictable and can be subject to significant uncertainties, and it is difficult to determine whether any loss is probable or even possible. Additionally, it is also difficult to estimate the amount of loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Thus, actual losses may be in excess of any recorded liability or the range of reasonably possible loss. The Company believes the ultimate outcome of any potential lawsuits, proceedings and reviews will likely not, individually or in the aggregate, have a material adverse effect on its condensed consolidated financial position, liquidity or results of operations and that the Company’s current accruals cover matters where loss is deemed probable and can be reasonably estimated.
17
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Employees
The Company has seven union-represented employee groups that together represented approximately 86 % of all employees as of September 30, 2025. The table below sets forth the Company’s employee groups and status of the collective bargaining agreements as of September 30, 2025:
| Percentage of Workforce | ||||||||||||||||||||
| Employee Group | Representative | Amendable Date(a) | September 30, 2025 | |||||||||||||||||
| Pilots | Air Line Pilots Association (“ALPA”) | January 2024(b) | ||||||||||||||||||
| Flight Attendants | Association of Flight Attendants (“AFA-CWA”) | May 2024(c) | ||||||||||||||||||
| Aircraft Technicians | International Brotherhood of Teamsters (“IBT”) | May 2025(d) | ||||||||||||||||||
| Aircraft Appearance Agents | IBT | July 2030(e) | ||||||||||||||||||
| Dispatchers | Transport Workers Union (“TWU”) | August 2028 | ||||||||||||||||||
| Material Specialists | IBT | March 2022(d) | ||||||||||||||||||
| Maintenance Controllers | IBT | October 2023(d) | < | |||||||||||||||||
__________________
(a) Subject to standard early opener provisions.
(b) ALPA filed for mediation through the National Mediation Board (the “NMB”) in January 2024, and the parties are meeting regularly as part of the mediation process. Pursuant to the U.S. Railway Labor Act (the “RLA”), the parties continue to be bound by the existing agreements as negotiations continue.
(c) AFA-CWA filed for mediation through the NMB in October 2024, and the parties are meeting monthly as part of the mediation process, with the first meeting held in February 2025. Pursuant to the RLA, the parties continue to be bound by the existing agreements as negotiations continue.
(d) The Company’s collective bargaining agreements with its material specialists, maintenance controllers and aircraft technicians, each represented by IBT, were still amendable as of September 30, 2025. Pursuant to the RLA, the parties continue to be bound by the existing agreements as negotiations continue.
(e) Effective as of July 11, 2025, a new five-year contract with the Company’s aircraft appearance agents was executed.
The Company is self-insured for health care claims, subject to a stop-loss policy, for eligible participating employees and qualified dependent medical and dental claims, subject to deductibles and limitations. The Company’s liabilities for claims incurred but not reported are determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company had accrued $7 million and $6 million for health care claims estimated to be incurred but not yet paid, as of September 30, 2025 and December 31, 2024, respectively, which are included as a component of other current liabilities on the Company’s condensed consolidated balance sheets.
General Indemnifications
The Company has various leases with respect to real property as well as various agreements among airlines relating to fuel consortia or fuel farms at airports. Under some of these contracts, the Company is party to joint and several liability regarding environmental damages. Under others, where the Company is a member of an LLC or other entity that contracts directly with the airport operator, liabilities are borne through the fuel consortia structure.
The Company’s aircraft, services, equipment lease and sale and financing agreements typically contain provisions requiring the Company, as the lessee, obligor or recipient of services, to indemnify the other parties to those agreements, including certain of those parties’ related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or such other equipment. The Company believes that its insurance would cover most of its exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft, services, equipment lease and sale and financing agreements described above.
18
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Certain of the Company’s aircraft and other financing transactions include provisions that require payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of these financing transactions and other agreements, the Company also bears the risk of certain changes in tax laws that would subject payments to non-U.S. entities to withholding taxes.
Certain of these indemnities survive the length of the related financing or lease. The Company cannot reasonably estimate the potential future payments under the indemnities and related provisions described above because it cannot predict (i) when and under what circumstances these provisions may be triggered, and (ii) the amount that would be payable if the provisions were triggered because the amounts would be based on facts and circumstances existing at such time.
9. Earnings (Loss) per Share
Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the respective period. Diluted earnings per share are calculated using the treasury-stock method.
The following table sets forth the computation of earnings (loss) per share on a basic and diluted basis for the periods indicated (in millions, except for share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted-average common shares outstanding, basic | |||||||||||||||||||||||
| Earnings (loss) per share, basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted-average common shares outstanding, basic | |||||||||||||||||||||||
| Effect of dilutive potential common shares | |||||||||||||||||||||||
| Weighted-average common shares outstanding, diluted | |||||||||||||||||||||||
| Earnings (loss) per share, diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Due to the net loss for each of the three and nine months ended September 30, 2025, diluted weighted-average shares outstanding are equal to basic weighted-average shares outstanding because the effect of all equity awards is anti-dilutive. Approximately 7,729,362 and 5,229,528 shares were excluded from the computation of diluted weighted-average shares for the three and nine months ended September 30, 2024, respectively, due to anti-dilutive effects.
19
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
10. Income Taxes
When a reliable estimate cannot be made, the Company computes the interim income tax provision based on the actual effective tax rate for the year-to-date period by applying the discrete method. The Company has calculated its effective tax rate using the discrete method for the three and nine months ended September 30, 2025 and 2024.
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences between the tax and financial statement reporting basis of assets and liabilities. Quarterly, the Company assesses whether it is more likely than not that sufficient taxable income will be generated to realize deferred income tax assets, and a valuation allowance is recorded when it is more likely than not that some portion, or all, of the Company’s deferred tax assets, will not be realized. The Company considers sources of taxable income from prior period carryback periods, future reversals of existing taxable temporary differences, tax planning strategies and future projected taxable income when assessing the future realization of deferred tax assets, as applicable.
The Company’s effective tax rate for the three and nine months ended September 30, 2025 was an expense of 1.3 % and 2.2 %, respectively, on pre-tax losses, compared to an expense of 3.7 % and 11.4 %, respectively, on pre-tax income for the three and nine months ended September 30, 2024. The effective tax rate for the three and nine months ended September 30, 2025 was lower than the statutory rate primarily due to nonrecognition of current period tax benefits due to a valuation allowance recorded for U.S. federal and state net operating losses. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was lower than the statutory rate primarily due to a decrease in the Company’s valuation allowance relating to U.S. federal and state net operating losses, partially offset by the non-deductibility of certain executive compensation and other employee benefits.
In assessing the sources of taxable income and the need for a valuation allowance, the Company considers all available positive and negative evidence, which includes a recent history of cumulative losses. As of September 30, 2025, it was more likely than not that the benefit from a portion of its federal, state and foreign deferred tax assets will not be realized. Accordingly, as of September 30, 2025, the Company had a valuation allowance of $62 million against its deferred tax assets for U.S. federal and state net operating loss carryforwards, which included increases in the Company’s valuation allowance of $17 million and $43 million, respectively, recorded during the three and nine months ended September 30, 2025.
On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. Among other changes, the OBBBA modifies key business tax provisions, including, but not limited to, 100% bonus depreciation, reverting to the higher, EBITDA-based, business interest expense limitation and modifying certain international tax provisions. The Company continues to analyze these provisions, but does not believe these provisions will have a material impact on its condensed consolidated financial statements.
11. Fair Value Measurements
Under ASC 820, Fair Value Measurements and Disclosures, disclosures relating to how fair value is determined for assets and liabilities are required, and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
20
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities.
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash are comprised of liquid money market funds, time deposits, and cash, and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value.
Debt
The estimated fair value of the Company’s debt agreements has been determined to be a Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company utilizes a discounted cash flow method to estimate the fair value of the Level 3 debt.
The carrying amounts and estimated fair values of the Company’s debt are as follows (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||
| Secured debt: | |||||||||||||||||||||||
| Pre-delivery Credit Facilities | $ | $ | $ | $ | |||||||||||||||||||
| Revolving Loan Facility | |||||||||||||||||||||||
| Building notes | |||||||||||||||||||||||
| Unsecured debt: | |||||||||||||||||||||||
| Affinity card advance purchase of miles | |||||||||||||||||||||||
| PSP Promissory Notes | |||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||||||||
The tables below present disclosures about the fair value of assets and liabilities measured at fair value on a recurring basis on the Company’s condensed consolidated balance sheets (in millions):
| Fair Value Measurements as of September 30, 2025 | ||||||||||||||||||||||||||||||||
| Description | Balance Sheet Classification | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash | Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Fair Value Measurements as of December 31, 2024 | ||||||||||||||||||||||||||||||||
| Description | Balance Sheet Classification | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash | Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||||||||||
The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2024 and September 30, 2025.
21
FRONTIER GROUP HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
12. Related Parties
Management Services
Certain substantial stockholders of the Company are affiliates of Indigo Partners LLC (“Indigo Partners”), which provides management services to the Company, for which the Company is assessed a quarterly fee. The Company recorded less than $1 1
Codeshare Arrangement
The Company entered into a codeshare agreement with Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (an airline based in Mexico doing business as “Volaris”) during 2018. Two of the Company’s directors are members of the board of directors of Volaris and one is an honorary director.
In August 2018, the Company and Volaris began operating scheduled codeshare flights. Each party bears its own costs and expenses of performance under the codeshare agreement. The codeshare agreement is subject to automatic renewals and may be terminated by either party at any time upon the satisfaction of certain conditions.
13. Subsequent Events
Series 2025-1 EETC Offering
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8. “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 18, 2025 (the “2024 Annual Report”).
Recent Developments
Macroeconomic Conditions. The Trump Administration is in the process of expanding the scope of tariffs, which has significantly increased the rates on goods imported into the United States. In response, foreign governments have imposed, and are expected to impose, retaliatory measures against the United States. These or additional changes in U.S. or international trade policies, along with continued uncertainty surrounding such policies, could lead to further weakened business conditions for the transportation industry, which may adversely impact our operations through increased supply chain challenges, commodity price volatility and a decline in discretionary spending and consumer confidence, among other impacts.
Effective September 2025, the United States and European Union reached a trade agreement. The agreement, among other changes, included an exemption on tariffs for aircrafts and aircraft parts. We continue to monitor the situation and the related impacts to our business.
In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. We will continue to monitor the situation but do not believe this legislation will have a material impact on our income tax expense or materially change our effective income tax rate for 2025. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.
Beginning October 1, 2025, the most recent federal government shutdown began. The government shutdown is not expected to impede the eventual operation of our incoming aircraft, however there could be unforeseen delays as a result. Further, the shutdown may cause operational issues at airports resulting from lower attendance by air traffic controllers and Transportation Security Administration officers. We continue to monitor the situation and the related impacts to our business.
Labor. We are currently in negotiations with the unions which represent our pilots, flight attendants, material specialists, aircraft technicians and maintenance controllers regarding their next labor contracts. Please refer to “Notes to Condensed Consolidated Financial Statements — 8. Commitments and Contingencies” for additional information.
Pratt & Whitney. Since 2022, we have introduced aircraft into our fleet that use the Pratt & Whitney PW1100 Geared Turbo Fan (“GTF”) engine, and we have selected this engine for our planned future deliveries. During 2023, Pratt & Whitney announced the requirement, mandated by the U.S. Federal Aviation Administration, that certain engines be removed for inspection due to a possible condition in the powdered metal used to manufacture certain engine parts. This will require accelerated inspection of the PW1100 GTF engine, which we use for certain of our A320neo family aircraft, and could result in lengthy turnaround times to perform these inspections, including any resulting repairs or other modifications that may be identified. Although our operations have not been materially impacted as of September 30, 2025, this inspection program may have an adverse impact on our operations, particularly when we are required to temporarily take aircraft out of service. We continue to assess the impact on our future capacity plans.
23
Overview
The following table provides select financial and operational information for the three and nine months ended September 30, 2025 and 2024 (in millions, except for per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total operating revenues | $ | 886 | $ | 935 | $ | 2,727 | $ | 2,773 | |||||||||||||||
| Total operating expenses | $ | 963 | $ | 916 | $ | 2,925 | $ | 2,760 | |||||||||||||||
| Income (loss) before income taxes | $ | (76) | $ | 27 | $ | (186) | $ | 35 | |||||||||||||||
| Available seat miles (“ASMs”) | 9,689 | 10,075 | 29,951 | 30,073 | |||||||||||||||||||
| Earnings (loss) per share, diluted | $ | (0.34) | $ | 0.11 | $ | (0.84) | $ | 0.14 | |||||||||||||||
Revenues
Total operating revenues for the three months ended September 30, 2025 totaled $886 million, a decrease of 5% compared to the three months ended September 30, 2024. This was primarily due to a 4% moderation in capacity, as measured by ASMs, as part of our disciplined capacity deployment, and a 2% decrease in revenue per available seat mile (“RASM”) for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The RASM decrease was driven by a 7% higher average stage length supported by 12% fewer departures, which also contributed to the 6% decrease in passenger enplanements, partly offset by the 2.7-point increase in load factor and 1% increase in total revenue per passenger, as compared to the corresponding prior year period.
Total operating revenues for the nine months ended September 30, 2025 totaled $2,727 million, a decrease of 2% compared to the nine months ended September 30, 2024. This was primarily due to a decrease in RASM of 1% driven by a 1% decrease in total revenue per passenger, as compared to the corresponding prior year period.
Operating Expenses
Total operating expenses during the three months ended September 30, 2025 increased to $963 million, resulting in a cost per available seat mile (“CASM”) of 9.95¢, an increase of 9%, as compared to the three months ended September 30, 2024. Fuel expense for the three months ended September 30, 2025 was $27 million lower than the corresponding prior year period. The 10% decrease in fuel expense for the three months ended September 30, 2025 was primarily driven by the 6% decrease in fuel gallons consumed as a result of our 4% capacity reduction, as well as the 5% decrease in fuel cost per gallon.
Our non-fuel expenses increased by 11% during the three months ended September 30, 2025, as compared to the corresponding prior year period, driven primarily by the benefit from a legal settlement in the prior period, higher employee benefit and incentive costs, and increased station costs due to station mix and rate inflation, partly offset by decreased operations from fewer departures and passengers. CASM (excluding fuel), a non-GAAP measure, increased 16% to 7.53¢, on a 4% decrease in capacity for the three months ended September 30, 2025, as compared to the corresponding prior year period based on the aforementioned factors.
Adjusted CASM (excluding fuel), a non-GAAP measure, increased from 6.89¢ for the three months ended September 30, 2024 to 7.53¢ for the three months ended September 30, 2025. There were no adjustments for the three months ended September 30, 2025. For the three months ended September 30, 2024, this excludes the impact of $38 million relating to the legal settlement.
Total operating expenses during the nine months ended September 30, 2025 increased to $2,925 million, resulting in a CASM of 9.77¢, an increase of 6% compared to the nine months ended September 30, 2024. Fuel expense for the nine months ended September 30, 2025 was $110 million lower than the corresponding prior year period. The 14% decrease in fuel expense for the nine months ended September 30, 2025 was driven by the 12% decrease in fuel cost per gallon and a 2% decrease in fuel gallons consumed.
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Our non-fuel expenses increased 14% during the nine months ended September 30, 2025, as compared to the corresponding prior year period, driven primarily by increased aircraft rent due to a larger fleet, increased station costs due to station mix and rate inflation, a decrease in sale-leaseback transactions, increased employee costs, as well as the benefit from a legal settlement in the prior period, partly offset by lower lease return costs during the same period. CASM (excluding fuel), a non-GAAP measure, increased 15% to 7.42¢, while capacity remained consistent for the nine months ended September 30, 2025, as compared to the corresponding prior year based on the aforementioned factors.
Adjusted CASM (excluding fuel), a non-GAAP measure, increased from 6.60¢ for the nine months ended September 30, 2024 to 7.42¢ for the nine months ended September 30, 2025. There were no adjustments for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, this excludes the impact of the $38 million relating to the legal settlement.
Net Income (Loss)
We generated a net loss of $77 million during the three months ended September 30, 2025, compared to net income of $26 million for the three months ended September 30, 2024. There were no non-GAAP adjustments for the three months ended September 30, 2025. Considering the aforementioned non-GAAP adjustments, as well as the write-off of $1 million in unamortized deferred financing costs, our adjusted net loss, a non-GAAP measure, was $11 million for the three months ended September 30, 2024.
We generated a net loss of $190 million during the nine months ended September 30, 2025, compared to net income of $31 million for the nine months ended September 30, 2024. There were no non-GAAP adjustments for the nine months ended September 30, 2025. Considering the aforementioned non-GAAP adjustments, as well as the $5 million valuation allowance and the write-off of $1 million in unamortized deferred financing costs, our adjusted net loss, a non-GAAP measure, was $1 million for the nine months ended September 30, 2024.
For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Results of Operations — Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest” and “Results of Operations — Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss), Pre-Tax Income (Loss) to Adjusted Pre-Tax Income (Loss), and Net Income (Loss) to EBITDA, EBITDAR, Adjusted EBITDA, and Adjusted EBITDAR.”
Liquidity
As of September 30, 2025, our total available liquidity was $691 million, consisting of $561 million of unrestricted cash and cash equivalents and availability under our revolving line of credit (the “Revolving Loan Facility”).
25
Results of Operations
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Operating Revenues
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Operating revenues ($ in millions): | |||||||||||||||||||||||
| Passenger | $ | 854 | $ | 910 | $ | (56) | (6) | % | |||||||||||||||
| Other | 32 | 25 | 7 | 28 | % | ||||||||||||||||||
| Total operating revenues | $ | 886 | $ | 935 | $ | (49) | (5) | % | |||||||||||||||
| Operating statistics: | |||||||||||||||||||||||
| ASMs (millions) | 9,689 | 10,075 | (386) | (4) | % | ||||||||||||||||||
| Revenue passenger miles (“RPMs”) (millions) | 7,815 | 7,855 | (40) | (1) | % | ||||||||||||||||||
| Average stage length (miles) | 917 | 856 | 61 | 7 | % | ||||||||||||||||||
| Load factor | 80.7 | % | 78.0 | % | 2.7 pts | N/A | |||||||||||||||||
| RASM (¢) | 9.14 | 9.28 | (0.14) | (2) | % | ||||||||||||||||||
| Total ancillary revenue per passenger ($) | 66.70 | 67.13 | (0.43) | (1) | % | ||||||||||||||||||
| Total revenue per passenger ($) | 106.44 | 105.83 | 0.61 | 1 | % | ||||||||||||||||||
| Passengers (thousands) | 8,325 | 8,834 | (509) | (6) | % | ||||||||||||||||||
Total operating revenue decreased $49 million, or 5%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily driven by 4% lower capacity, as measured by ASMs, and a 2% decrease to RASM. Strategic initiatives to stabilize pricing resulted in a moderation of capacity, which was driven by a 15% decrease in average daily aircraft utilization during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, partially offset by the 9% increase in average aircraft in service. The decrease in RASM was driven by 7% higher average stage length, supported by 12% fewer departures, partially offset by the 2.7-point increase in load factor and a 1% increase in total revenue per passenger, as compared to the corresponding prior year period.
26
Operating Expenses
__________________
| Three Months Ended September 30, | Change | Cost per ASM | Change | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
Operating expenses ($ in millions):(a) | |||||||||||||||||||||||||||||||||||||||||
| Aircraft fuel | $ | 234 | $ | 261 | $ | (27) | (10) | % | 2.42 | ¢ | 2.59 | ¢ | (7) | % | |||||||||||||||||||||||||||
| Salaries, wages and benefits | 251 | 236 | 15 | 6 | % | 2.59 | 2.34 | 11 | % | ||||||||||||||||||||||||||||||||
| Aircraft rent | 181 | 177 | 4 | 2 | % | 1.87 | 1.76 | 6 | % | ||||||||||||||||||||||||||||||||
| Station operations | 173 | 164 | 9 | 5 | % | 1.79 | 1.63 | 10 | % | ||||||||||||||||||||||||||||||||
| Maintenance, materials and repairs | 52 | 53 | (1) | (2) | % | 0.54 | 0.53 | 2 | % | ||||||||||||||||||||||||||||||||
| Sales and marketing | 38 | 46 | (8) | (17) | % | 0.39 | 0.46 | (15) | % | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 24 | 19 | 5 | 26 | % | 0.25 | 0.19 | 32 | % | ||||||||||||||||||||||||||||||||
| Other operating | 10 | (40) | 50 | N/M | 0.10 | (0.40) | N/M | ||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 963 | $ | 916 | $ | 47 | 5 | % | 9.95 | ¢ | 9.10 | ¢ | 9 | % | |||||||||||||||||||||||||||
| Operating statistics: | |||||||||||||||||||||||||||||||||||||||||
| ASMs (millions) | 9,689 | 10,075 | (386) | (4) | % | ||||||||||||||||||||||||||||||||||||
| Average stage length (miles) | 917 | 856 | 61 | 7 | % | ||||||||||||||||||||||||||||||||||||
| Passengers (thousands) | 8,325 | 8,834 | (509) | (6) | % | ||||||||||||||||||||||||||||||||||||
| Departures | 50,141 | 56,725 | (6,584) | (12) | % | ||||||||||||||||||||||||||||||||||||
CASM (excluding fuel) (¢)(b) | 7.53 | 6.51 | 1.02 | 16 | % | ||||||||||||||||||||||||||||||||||||
Adjusted CASM (excluding fuel) (¢)(b) | 7.53 | 6.89 | 0.64 | 9 | % | ||||||||||||||||||||||||||||||||||||
| Fuel cost per gallon ($) | 2.54 | 2.67 | (0.13) | (5) | % | ||||||||||||||||||||||||||||||||||||
| Fuel gallons consumed (thousands) | 92,188 | 97,767 | (5,579) | (6) | % | ||||||||||||||||||||||||||||||||||||
N/M = Not meaningful
(a)Cost per ASM figures may not recalculate due to rounding.
(b)This metric is not calculated in accordance with GAAP. For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest.”
Aircraft Fuel. Aircraft fuel expense decreased by $27 million, or 10%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily due to the 6% decrease in fuel gallons consumed, driven by lower capacity, as well as a 5% decrease in fuel cost per gallon.
Salaries, Wages and Benefits. Salaries, wages and benefits expense increased by $15 million, or 6%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to higher employee benefit and incentive costs, as compared to the corresponding prior year period.
Aircraft Rent. Aircraft rent expense increased by $4 million, or 2%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to a larger fleet, partially offset by lower aircraft lease return costs.
Station Operations. Station operations expense increased by $9 million, or 5%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to an increase in station mix and rate inflation, partially offset by a 6% decrease in passengers and 12% decrease in departures.
Maintenance, Materials and Repairs. Maintenance, materials and repair expense decreased by $1 million, or 2%, during the three months ended September 30, 2025, as compared to the three months ended September 30,
27
2024. This decrease was primarily due to lower engine repair costs from recognition of vendor credits, partially offset by the increase in aircraft repairs and materials costs, driven by the 9% increase to average aircraft in service.
Sales and Marketing. Sales and marketing expense decreased by $8 million or 17%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to a decrease in third-party distribution channel fees and a decrease in call center operation fees. The following table presents our distribution channel mix:
| Three Months Ended September 30, | Change | ||||||||||||||||
| Distribution Channel | 2025 | 2024 | |||||||||||||||
Our website, mobile app and other direct channels | 68 | % | 71 | % | (3) | pts | |||||||||||
Third-party channels | 32 | % | 29 | % | 3 | pts | |||||||||||
Depreciation and Amortization. Depreciation and amortization expense increased by $5 million, or 26%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to an increase in capital maintenance depreciation driven by our growing fleet.
Other Operating. Other operating resulted in an expense of $10 million during the three months ended September 30, 2025, compared to a net gain of $40 million during the three months ended September 30, 2024. This movement was primarily driven by a legal settlement gain of $40 million in the corresponding prior year period.
Other Income (Expense). Other income decreased by $7 million, or 88%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily due to increased interest expense, driven by higher principal balances on our debt and decreased interest income from lower balances in interest-bearing cash accounts, partially offset by greater capitalized interest.
Income Taxes. Our effective tax rate for the three months ended September 30, 2025 was an expense of 1.3% on a pre-tax loss, compared to an expense of 3.7% on pre-tax income for the three months ended September 30, 2024. The primary difference between the effective tax rate and the federal statutory rate was related to an increase in our valuation allowance relating to federal and state net operating losses. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.
28
Results of Operations
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Operating Revenues
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Operating revenues ($ in millions): | |||||||||||||||||||||||
| Passenger | $ | 2,636 | $ | 2,705 | $ | (69) | (3) | % | |||||||||||||||
| Other | 91 | 68 | 23 | 34 | % | ||||||||||||||||||
| Total operating revenues | $ | 2,727 | $ | 2,773 | $ | (46) | (2) | % | |||||||||||||||
| Operating statistics: | |||||||||||||||||||||||
| ASMs (millions) | 29,951 | 30,073 | (122) | — | % | ||||||||||||||||||
| RPMs (millions) | 23,451 | 22,962 | 489 | 2 | % | ||||||||||||||||||
| Average stage length (miles) | 928 | 901 | 27 | 3 | % | ||||||||||||||||||
| Load factor | 78.3% | 76.4% | 1.9 pts | N/A | |||||||||||||||||||
| RASM (¢) | 9.10 | 9.22 | (0.12) | (1) | % | ||||||||||||||||||
| Total ancillary revenue per passenger ($) | 68.86 | 70.81 | (1.95) | (3) | % | ||||||||||||||||||
| Total revenue per passenger ($) | 110.56 | 112.07 | (1.51) | (1) | % | ||||||||||||||||||
| Passengers (thousands) | 24,663 | 24,738 | (75) | — | % | ||||||||||||||||||
Total operating revenue decreased $46 million or 2% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Revenue was unfavorably impacted by the 1% decrease in RASM, driven by 3% higher average stage length, supported by 5% fewer departures, and a 1% decrease in total revenue per passenger, partially offset by the 1.9-point increase in load factor as compared to the corresponding prior year period. Capacity, as measured by ASMs, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, remained consistent due to the 10% increase in average aircraft in service, offset by an 11% decrease in average daily aircraft utilization.
29
Operating Expenses
| Nine Months Ended September 30, | Change | Cost per ASM | Change | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
Operating expenses ($ in millions):(a) | |||||||||||||||||||||||||||||||||||||||||
| Aircraft fuel | $ | 702 | $ | 812 | $ | (110) | (14) | % | 2.35 | ¢ | 2.70 | ¢ | (13) | % | |||||||||||||||||||||||||||
| Salaries, wages and benefits | 754 | 713 | 41 | 6 | % | 2.52 | 2.37 | 6 | % | ||||||||||||||||||||||||||||||||
| Aircraft rent | 536 | 483 | 53 | 11 | % | 1.79 | 1.61 | 11 | % | ||||||||||||||||||||||||||||||||
| Station operations | 531 | 464 | 67 | 14 | % | 1.77 | 1.54 | 15 | % | ||||||||||||||||||||||||||||||||
| Maintenance, materials and repairs | 150 | 144 | 6 | 4 | % | 0.50 | 0.48 | 4 | % | ||||||||||||||||||||||||||||||||
| Sales and marketing | 118 | 133 | (15) | (11) | % | 0.39 | 0.44 | (11) | % | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 65 | 53 | 12 | 23 | % | 0.22 | 0.18 | 22 | % | ||||||||||||||||||||||||||||||||
| Other operating | 69 | (42) | 111 | N/M | 0.23 | (0.14) | N/M | ||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 2,925 | $ | 2,760 | $ | 165 | 6 | % | 9.77 | ¢ | 9.18 | ¢ | 6 | % | |||||||||||||||||||||||||||
| Operating statistics: | |||||||||||||||||||||||||||||||||||||||||
| ASMs (millions) | 29,951 | 30,073 | (122) | — | % | ||||||||||||||||||||||||||||||||||||
| Average stage length (miles) | 928 | 901 | 27 | 3 | % | ||||||||||||||||||||||||||||||||||||
| Passengers (thousands) | 24,663 | 24,738 | (75) | — | % | ||||||||||||||||||||||||||||||||||||
| Departures | 153,646 | 162,567 | (8.921) | (5) | % | ||||||||||||||||||||||||||||||||||||
CASM (excluding fuel) (¢) (b) | 7.42 | 6.48 | 0.94 | 15 | % | ||||||||||||||||||||||||||||||||||||
Adjusted CASM (excluding fuel) (¢) (b) | 7.42 | 6.60 | 0.82 | 12 | % | ||||||||||||||||||||||||||||||||||||
| Fuel cost per gallon ($) | 2.48 | 2.81 | (0.33) | (12) | % | ||||||||||||||||||||||||||||||||||||
| Fuel gallons consumed (thousands) | 282,827 | 289,114 | (6,287) | (2) | % | ||||||||||||||||||||||||||||||||||||
__________________
N/M = Not meaningful
(a)Cost per ASM figures may not recalculate due to rounding.
(b)These metrics are not calculated in accordance with GAAP. For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest.”
Aircraft Fuel. Aircraft fuel expense decreased by $110 million, or 14%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily due to the 12% decrease in fuel cost per gallon, as well as a 2% decrease in fuel gallons consumed.
Salaries, Wages and Benefits. Salaries, wages and benefits expense increased by $41 million, or 6%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to higher crew and employee benefit and incentive costs, as compared to the corresponding prior year period.
Aircraft Rent. Aircraft rent expense increased by $53 million, or 11%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to a larger fleet, partially offset by lower aircraft lease return costs.
Station Operations. Station operations expense increased by $67 million, or 14%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to an increase in station mix and rate inflation.
Maintenance, Materials and Repairs. Maintenance, materials and repair expense increased by $6 million, or 4%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.
30
This increase was primarily due to the 10% increase in average aircraft in service, which resulted in higher aircraft repair and materials costs, partially offset by lower engine repair costs from recognition of vendor credits.
Sales and Marketing. Sales and marketing expense decreased by $15 million, or 11%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to the decrease in third-party distribution channel fees, call center operation fees, credit card fees and media advertising. The following table presents our distribution channel mix:
| Nine Months Ended September 30, | Change | ||||||||||||||||
| Distribution Channel | 2025 | 2024 | |||||||||||||||
Our website, mobile app and other direct channels | 70 | % | 71 | % | (1) | pt | |||||||||||
Third-party channels | 30 | % | 29 | % | 1 | pt | |||||||||||
Depreciation and Amortization. Depreciation and amortization expense increased by $12 million, or 23%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to an increase in capital maintenance depreciation driven by our growing fleet.
Other Operating. Other operating resulted in an expense of $69 million during the nine months ended September 30, 2025, compared to a net gain of $42 million during the nine months ended September 30, 2024. This movement was primarily driven by the decrease in sale-leaseback gains, as a result of 9 aircraft inductions and 8 engine inductions subject to sale-leaseback transactions in the current period, compared to 17 aircraft inductions and 3 engine inductions subject to sale-leaseback transactions in the corresponding prior year period, as well as a legal settlement gain of $40 million during the nine months ended September 30, 2024.
Other Income (Expense). Other income decreased by $10 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily due to increased interest expense, driven by higher principal balances on our debt and decreased interest income from lower balances in interest-bearing cash accounts, partially offset by greater capitalized interest.
Income Taxes. Our effective tax rate for the nine months ended September 30, 2025 was an expense of 2.2%, compared to an expense of 11.4% for the nine months ended September 30, 2024, on pre-tax loss and pre-tax income for each of the respective periods. The primary difference between the effective tax rate and the federal statutory rate for the nine months ended September 30, 2025 was related to an increase in our valuation allowance relating to federal and state net operating losses. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.
31
Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ in millions) | Per ASM (¢) | ($ in millions) | Per ASM (¢) | ||||||||||||||||||||
Non-GAAP financial data:(a) | |||||||||||||||||||||||
| CASM | 9.95 | 9.10 | |||||||||||||||||||||
| Aircraft fuel | (234) | (2.42) | (261) | (2.59) | |||||||||||||||||||
CASM (excluding fuel)(b) | 7.53 | 6.51 | |||||||||||||||||||||
Legal settlement(c) | — | — | 38 | 0.38 | |||||||||||||||||||
Adjusted CASM (excluding fuel)(b) | 7.53 | 6.89 | |||||||||||||||||||||
| Aircraft fuel | 234 | 2.42 | 261 | 2.59 | |||||||||||||||||||
Adjusted CASM(d) | 9.95 | 9.48 | |||||||||||||||||||||
| Net interest expense (income) | (1) | (0.01) | (8) | (0.08) | |||||||||||||||||||
Write-off of deferred financing costs(e) | — | — | (1) | (0.01) | |||||||||||||||||||
Adjusted CASM + net interest(f) | 9.94 | 9.39 | |||||||||||||||||||||
| CASM | 9.95 | 9.10 | |||||||||||||||||||||
| Net interest expense (income) | (1) | (0.01) | (8) | (0.08) | |||||||||||||||||||
CASM + net interest(f) | 9.94 | 9.02 | |||||||||||||||||||||
__________________
(a)Cost per ASM figures may not recalculate due to rounding.
(b)CASM (excluding fuel) and Adjusted CASM (excluding fuel) are included as supplemental disclosures because we believe that excluding aircraft fuel is useful to investors as it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. The price of fuel, over which we have limited control, impacts the comparability of period-to-period financial performance, and excluding the price of fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance, and increases comparability with other airlines that also provide a similar metric. CASM (excluding fuel) and Adjusted CASM (excluding fuel) are not determined in accordance with GAAP and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
(c)We reached a legal settlement with a former lessor for breach of contract for a total of $40 million. $38 million of the settlement represents a one-time reimbursement of damages incurred and $2 million relates to the reimbursement of previously recorded legal expenses.
(d)Adjusted CASM is included as supplemental disclosure because we believe it is a useful metric to properly compare our cost management and performance to other peers, as derivations of Adjusted CASM are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in the airline industry. Additionally, we believe this metric is useful because it removes certain items that may not be indicative of our base operating performance or future results. Adjusted CASM is not determined in accordance with GAAP, may not be comparable across all carriers and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
(e)In 2024, we reduced the capacity of the PDP Financing Facility from $365 million to $135 million. The downsize of the facility resulted in a one-time write-off of $1 million in unamortized deferred financing costs. This amount is a component of interest expense within our condensed consolidated statements of operations.
(f)Adjusted CASM including net interest and CASM including net interest are included as supplemental disclosures because we believe they are useful metrics to properly compare our cost management and performance to other peers that may have different capital structures and financing strategies, particularly as it relates to financing primary operating assets such as aircraft and engines. Additionally, we believe Adjusted CASM including net interest is useful because it removes certain items that may not be indicative of our base operating performance or future results. Adjusted CASM including net interest and CASM including net interest are not determined in accordance with GAAP, may not be comparable across all carriers and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
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Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ in millions) | Per ASM (¢) | ($ in millions) | Per ASM (¢) | ||||||||||||||||||||
Non-GAAP financial data:(a) | |||||||||||||||||||||||
| CASM | 9.77 | 9.18 | |||||||||||||||||||||
| Aircraft fuel | (702) | (2.35) | (812) | (2.70) | |||||||||||||||||||
CASM (excluding fuel)(b) | 7.42 | 6.48 | |||||||||||||||||||||
Legal settlement(c) | — | — | 38 | 0.12 | |||||||||||||||||||
Adjusted CASM (excluding fuel)(b) | 7.42 | 6.60 | |||||||||||||||||||||
| Aircraft fuel | 702 | 2.35 | 812 | 2.70 | |||||||||||||||||||
Adjusted CASM(d) | 9.77 | 9.30 | |||||||||||||||||||||
| Net interest expense (income) | (12) | (0.04) | (22) | (0.08) | |||||||||||||||||||
Write-off of deferred financing costs(e) | — | — | (1) | 0.01 | |||||||||||||||||||
Adjusted CASM + net interest(f) | 9.73 | 9.23 | |||||||||||||||||||||
| CASM | 9.77 | 9.18 | |||||||||||||||||||||
| Net interest expense (income) | (12) | (0.04) | (22) | (0.08) | |||||||||||||||||||
CASM + net interest(f) | 9.73 | 9.10 | |||||||||||||||||||||
__________________
(a)Cost per ASM figures may not recalculate due to rounding.
(b)CASM (excluding fuel) and Adjusted CASM (excluding fuel) are included as supplemental disclosures because we believe that excluding aircraft fuel is useful to investors as it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. The price of fuel, over which we have limited control, impacts the comparability of period-to-period financial performance, and excluding the price of fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance, and increases comparability with other airlines that also provide a similar metric. CASM (excluding fuel) and Adjusted CASM (excluding fuel) are not determined in accordance with GAAP and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
(c)We reached a legal settlement with a former lessor for breach of contract for a total of $40 million. $38 million of the settlement represents a one-time reimbursement of damages incurred and $2 million relates to the reimbursement of previously recorded legal expenses.
(d)Adjusted CASM is included as supplemental disclosure because we believe it is a useful metric to properly compare our cost management and performance to other peers, as derivations of Adjusted CASM are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in the airline industry. Additionally, we believe this metric is useful because it removes certain items that may not be indicative of our base operating performance or future results. Adjusted CASM is not determined in accordance with GAAP, may not be comparable across all carriers and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
(e)In 2024, we reduced the capacity of the PDP Financing Facility from $365 million to $135 million. The downsize of the facility resulted in a one-time write-off of $1 million in unamortized deferred financing costs. This amount is a component of interest expense within our condensed consolidated statements of operations.
(f)Adjusted CASM including net interest and CASM including net interest are included as supplemental disclosures because we believe they are useful metrics to properly compare our cost management and performance to other peers that may have different capital structures and financing strategies, particularly as it relates to financing primary operating assets such as aircraft and engines. Additionally, we believe Adjusted CASM including net interest is useful because it removes certain items that may not be indicative of our base operating performance or future results. Adjusted CASM including net interest and CASM including net interest are not determined in accordance with GAAP, may not be comparable across all carriers and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
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Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss), Pre-Tax Income (Loss) to Adjusted Pre-Tax Income (Loss), and Net Income (Loss) to EBITDA, EBITDAR, Adjusted EBITDA, and Adjusted EBITDAR
__________________
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Non-GAAP financial data (unaudited): | |||||||||||||||||||||||
Adjusted pre-tax income (loss)(a) | $ | (76) | $ | (10) | $ | (186) | $ | (2) | |||||||||||||||
Adjusted net income (loss)(a) | $ | (77) | $ | (11) | $ | (190) | $ | (1) | |||||||||||||||
EBITDA(a) | $ | (53) | $ | 38 | $ | (133) | $ | 66 | |||||||||||||||
EBITDAR(b) | $ | 128 | $ | 215 | $ | 403 | $ | 549 | |||||||||||||||
Adjusted EBITDA(a) | $ | (53) | $ | — | $ | (133) | $ | 28 | |||||||||||||||
Adjusted EBITDAR(b) | $ | 128 | $ | 177 | $ | 403 | $ | 511 | |||||||||||||||
(a)Adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA are included as supplemental disclosures because we believe they are useful indicators of our operating performance. Derivations of pre-tax income (loss), net income (loss) and EBITDA are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry.
Adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA have limitations as analytical tools. Some of the limitations applicable to these measures include: adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; EBITDA, and adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness or possible cash requirements related to our warrants; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements; and other companies in our industry may calculate adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. Because of these limitations, adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA should not be considered in isolation from or as a substitute for performance measures calculated in accordance with GAAP. In addition, because derivations of adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of pre-tax income (loss), net income (loss) and EBITDA, including adjusted pre-tax income (loss), adjusted net income (loss) and adjusted EBITDA, as presented may not be directly comparable to similarly titled measures presented by other companies.
For the foregoing reasons, each of adjusted pre-tax income (loss), adjusted net income (loss), EBITDA and adjusted EBITDA has significant limitations which affect its use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information.
(b)EBITDAR and adjusted EBITDAR are included as supplemental disclosures because we believe them to be useful solely as valuation metrics for airlines as their calculations isolate the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft, which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes), and income taxes, which may vary significantly between periods and for different airlines for reasons unrelated to the underlying value of a particular airline. However, EBITDAR and adjusted EBITDAR are not determined in accordance with GAAP, are susceptible to varying calculations and not all companies calculate the measure in the same manner. As a result, EBITDAR and adjusted EBITDAR, as presented, may not be directly comparable to similarly titled measures presented by other companies. In addition, EBITDAR and adjusted EBITDAR should not be viewed as measures of overall performance since they exclude aircraft rent, which is a normal, recurring cash operating expense that is necessary to operate our business. Accordingly, you are cautioned not to place undue reliance on this information.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Adjusted net income (loss) reconciliation (unaudited): | |||||||||||||||||||||||
| Net income (loss) | $ | (77) | $ | 26 | $ | (190) | $ | 31 | |||||||||||||||
Non-GAAP Adjustments(a): | |||||||||||||||||||||||
| Legal settlement | — | (38) | — | (38) | |||||||||||||||||||
| Write-off of deferred financing costs | — | 1 | — | 1 | |||||||||||||||||||
| Pre-tax impact | — | (37) | — | (37) | |||||||||||||||||||
| Tax benefit (expense), related to non-GAAP adjustments | — | — | — | — | |||||||||||||||||||
Valuation allowance(b) | — | — | — | 5 | |||||||||||||||||||
| Net income (loss) impact | $ | — | $ | (37) | $ | — | $ | (32) | |||||||||||||||
| Adjusted net income (loss) | $ | (77) | $ | (11) | $ | (190) | $ | (1) | |||||||||||||||
| Adjusted pre-tax income (loss) reconciliation (unaudited): | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | (76) | $ | 27 | $ | (186) | $ | 35 | |||||||||||||||
| Pre-tax impact | — | (37) | — | (37) | |||||||||||||||||||
| Adjusted pre-tax income (loss) | $ | (76) | $ | (10) | $ | (186) | $ | (2) | |||||||||||||||
| EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR reconciliation (unaudited): | |||||||||||||||||||||||
| Net income (loss) | $ | (77) | $ | 26 | $ | (190) | $ | 31 | |||||||||||||||
| Plus (minus): | |||||||||||||||||||||||
| Interest expense | 15 | 10 | 34 | 27 | |||||||||||||||||||
| Capitalized interest | (10) | (8) | (26) | (24) | |||||||||||||||||||
| Interest income and other | (6) | (10) | (20) | (25) | |||||||||||||||||||
| Income tax expense (benefit) | 1 | 1 | 4 | 4 | |||||||||||||||||||
| Depreciation and amortization | 24 | 19 | 65 | 53 | |||||||||||||||||||
| EBITDA | (53) | 38 | (133) | 66 | |||||||||||||||||||
| Plus: Aircraft rent | 181 | 177 | 536 | 483 | |||||||||||||||||||
| EBITDAR | $ | 128 | $ | 215 | $ | 403 | $ | 549 | |||||||||||||||
| EBITDA | $ | (53) | $ | 38 | $ | (133) | $ | 66 | |||||||||||||||
Plus (minus)(a) | |||||||||||||||||||||||
| Legal settlement | — | (38) | — | (38) | |||||||||||||||||||
| Adjusted EBITDA | $ | (53) | $ | — | $ | (133) | $ | 28 | |||||||||||||||
| Plus: Aircraft rent | 181 | 177 | 536 | 483 | |||||||||||||||||||
| Adjusted EBITDAR | $ | 128 | $ | 177 | $ | 403 | $ | 511 | |||||||||||||||
(a)See “Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest” above for discussion of adjusting items.
(b)During the nine months ended September 30, 2024, we recorded a $5 million non-cash valuation allowance against our U.S. federal and state net operating loss deferred tax assets, which largely do not expire, mainly as a result of being in a three-year historical cumulative pre-tax loss position and due to the loss generated during the three months ended March 31, 2024, which has no impact on cash taxes and is not reflective of our effective tax rate for deductible net operating losses generated or actual cash tax obligations created. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.
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Comparative Operating Statistics
The following table sets forth our operating statistics for the three and nine months ended September 30, 2025 and 2024. These operating statistics are provided because they are commonly used in the airline industry and, as such, allow readers to compare our performance against our results for the corresponding prior year period, as well as against the performance of our peers.
_______________
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
Operating statistics (unaudited)(a) | |||||||||||||||||||||||||||||||||||
| Available seat miles (“ASMs”) (millions) | 9,689 | 10,075 | (4) | % | 29,951 | 30,073 | — | % | |||||||||||||||||||||||||||
| Departures | 50,141 | 56,725 | (12) | % | 153,646 | 162,567 | (5) | % | |||||||||||||||||||||||||||
| Average stage length (miles) | 917 | 856 | 7 | % | 928 | 901 | 3 | % | |||||||||||||||||||||||||||
| Block hours | 131,019 | 140,348 | (7) | % | 407,904 | 419,911 | (3) | % | |||||||||||||||||||||||||||
| Average aircraft in service | 163 | 150 | 9 | % | 159 | 144 | 10 | % | |||||||||||||||||||||||||||
| Aircraft – end of period | 166 | 153 | 8 | % | 166 | 153 | 8 | % | |||||||||||||||||||||||||||
| Average daily aircraft utilization (hours) | 8.7 | 10.2 | (15) | % | 9.4 | 10.6 | (11) | % | |||||||||||||||||||||||||||
| Passengers (thousands) | 8,325 | 8,834 | (6) | % | 24,663 | 24,738 | — | % | |||||||||||||||||||||||||||
| Average seats per departure | 209 | 206 | 1 | % | 208 | 204 | 2 | % | |||||||||||||||||||||||||||
| RPMs (millions) | 7,815 | 7,855 | (1) | % | 23,451 | 22,962 | 2 | % | |||||||||||||||||||||||||||
| Load Factor | 80.7 | % | 78.0 | % | 2.7 | pts | 78.3 | % | 76.4 | % | 1.9 | pts | |||||||||||||||||||||||
| Fare revenue per passenger ($) | 39.74 | 38.70 | 3 | % | 41.70 | 41.26 | 1 | % | |||||||||||||||||||||||||||
| Non-fare passenger revenue per passenger ($) | 62.78 | 64.38 | (2) | % | 65.18 | 68.09 | (4) | % | |||||||||||||||||||||||||||
| Other revenue per passenger ($) | 3.92 | 2.75 | 43 | % | 3.68 | 2.72 | 35 | % | |||||||||||||||||||||||||||
| Total ancillary revenue per passenger ($) | 66.70 | 67.13 | (1) | % | 68.86 | 70.81 | (3) | % | |||||||||||||||||||||||||||
| Total revenue per passenger ($) | 106.44 | 105.83 | 1 | % | 110.56 | 112.07 | (1) | % | |||||||||||||||||||||||||||
| Total revenue per available seat mile (“RASM”) (¢) | 9.14 | 9.28 | (2) | % | 9.10 | 9.22 | (1) | % | |||||||||||||||||||||||||||
RASM, stage-length adjusted to 1,000 miles (¢) (c) | 8.76 | 8.58 | 2 | % | 8.77 | 8.75 | — | % | |||||||||||||||||||||||||||
| Cost per available seat mile (“CASM”) (¢) | 9.95 | 9.10 | 9 | % | 9.77 | 9.18 | 6 | % | |||||||||||||||||||||||||||
CASM (excluding fuel) (¢) (b) | 7.53 | 6.51 | 16 | % | 7.42 | 6.48 | 15 | % | |||||||||||||||||||||||||||
CASM + net interest (¢) (b) | 9.94 | 9.02 | 10 | % | 9.73 | 9.10 | 7 | % | |||||||||||||||||||||||||||
Adjusted CASM (¢) (b) | 9.95 | 9.48 | 5 | % | 9.77 | 9.30 | 5 | % | |||||||||||||||||||||||||||
Adjusted CASM (excluding fuel) (¢) (b) | 7.53 | 6.89 | 9 | % | 7.42 | 6.60 | 12 | % | |||||||||||||||||||||||||||
Adjusted CASM (excluding fuel), stage-length adjusted to 1,000 miles (¢) (b)(c) | 7.21 | 6.37 | 13 | % | 7.15 | 6.27 | 14 | % | |||||||||||||||||||||||||||
Adjusted CASM + net interest (¢) (b) | 9.94 | 9.39 | 6 | % | 9.73 | 9.23 | 5 | % | |||||||||||||||||||||||||||
Adjusted CASM + net interest, stage-length adjusted to 1,000 miles (¢) (b)(c) | 9.52 | 8.68 | 10 | % | 9.37 | 8.76 | 7 | % | |||||||||||||||||||||||||||
| Fuel cost per gallon ($) | 2.54 | 2.67 | (5) | % | 2.48 | 2.81 | (12) | % | |||||||||||||||||||||||||||
| Fuel gallons consumed (thousands) | 92,188 | 97,767 | (6) | % | 282,827 | 289,114 | (2) | % | |||||||||||||||||||||||||||
| Full-time equivalent employees | 7,535 | 8,011 | (6) | % | 7,535 | 8,011 | (6) | % | |||||||||||||||||||||||||||
(a)Figures may not recalculate due to rounding. See “Glossary of Airline Terms” for definitions of terms used in this table.
(b)These metrics are not calculated in accordance with GAAP. For the reconciliation to corresponding GAAP measures, see “Results of Operations—Reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest.”
(c)Stage-Length Adjusted (SLA) to 1,000 miles: Applicable Operating Statistic * Square root (stage length / 1,000).
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Liquidity and Capital Resources
Overview
As of September 30, 2025, our total available liquidity was $691 million, consisting of $561 million of unrestricted cash and cash equivalents and funds available to be drawn under our Revolving Loan Facility. We had $668 million of total debt, net, of which $363 million is short-term and consists primarily of amounts outstanding under our Pre-delivery Credit Facilities. Our total debt, net is comprised of $419 million outstanding under our Pre-delivery Credit Facilities, $101 million outstanding under our pre-purchased miles facility with Barclays Bank Delaware (“Barclays”), $75 million in outstanding borrowings under the Revolving Loan Facility in order to manage the timing of fleet deliveries heavily weighted to the fourth quarter of 2025 and timing of maintenance expenditures, $66 million in 10-year notes (collectively, the “PSP Promissory Notes”) from the U.S. Department of the Treasury (the “Treasury”) and $12 million in secured indebtedness for our headquarters building, partially offset by $5 million in deferred debt acquisition costs.
In connection with the term loan facility entered into with the Treasury in September 2020, which was repaid in full in February 2022, and the PSP Promissory Notes, we issued warrants (the “Warrants”) to purchase 3,117,940 shares of FGHI common stock at a weighted-average price of $6.95 per share. In June 2024, the Treasury sold all such Warrants to a financial institution. During the nine months ended September 30, 2025, 1,244,608 Warrants were exercised. We settled the exercises through a net share settlement of 248,893 shares of FGHI common stock and cash of less than $1 million. During the nine months ended September 30, 2025, 1,636,058 Warrants expired. As of September 30, 2025, Warrants to purchase 237,274 shares of FGHI common stock were outstanding and set to expire during 2026.
During the nine months ended September 30, 2024, we reached an agreement with one of our aircraft lessors which eliminated requirements to pay maintenance reserves held as collateral in advance of our required performance of major maintenance activities on our aircraft leases. As a result of the agreement, the lessor disbursed back to us previously paid aircraft maintenance deposits of approximately $104 million. As a result, we no longer have any aircraft maintenance deposits with any of our lessors.
We continue to monitor our covenant compliance with various parties, including, but not limited to, our lenders and credit card processors. As of the date of this report, we are in compliance with all of our covenants.
The following table presents the major indicators of our financial condition and liquidity as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| ($ in millions) | |||||||||||
| Cash and cash equivalents | $ | 566 | $ | 740 | |||||||
| Total current assets, excluding cash and cash equivalents | $ | 281 | $ | 250 | |||||||
| Total current liabilities, excluding current maturities of long-term debt, net and operating leases | $ | 1,029 | $ | 927 | |||||||
| Current maturities of long-term debt, net | $ | 363 | $ | 261 | |||||||
| Long-term debt, net | $ | 305 | $ | 241 | |||||||
| Stockholders’ equity | $ | 434 | $ | 604 | |||||||
| Debt to capital ratio | 61 | % | 45 | % | |||||||
| Debt to capital ratio, including operating lease obligations | 92 | % | 88 | % | |||||||
Use of Cash and Future Obligations
We expect to meet our cash requirements for the next twelve months through use of our available cash and cash equivalents, our debt facilities, cash flows from operating activities and sale-leaseback financing. We expect to meet our long-term cash requirements with cash flows from operating and financing activities, including, but not limited
37
to, potential future borrowings under the Pre-delivery Credit Facilities, our Revolving Loan Facility and/or potential issuances of debt or equity. The Revolving Loan Facility also permits us to enter into additional indebtedness secured by our loyalty program and brand-related assets, to the extent such indebtedness is pari passu to that of the Revolving Loan Facility. Our primary uses of cash are for working capital, aircraft PDPs, debt repayments, and capital expenditures.
Our single largest capital commitment relates to the acquisition of aircraft. As of September 30, 2025, we operated all of our 166 aircraft under operating leases. PDPs relating to future deliveries under our agreement with Airbus are required at various times prior to each aircraft’s delivery date. As of September 30, 2025, our Pre-delivery Credit Facilities, which allow us to draw up to an aggregate of $476 million, had $419 million outstanding. As of September 30, 2025, we had $509 million of PDPs held by Airbus which have been partially financed by our Pre-delivery Credit Facilities.
As of September 30, 2025, we had a firm obligation to purchase 178 A320neo family aircraft and 31 additional spare engines to be delivered by 2031. Of our aircraft commitments, 30 had committed operating leases for deliveries occurring between 2025 and 2026. We intend to evaluate financing options for the remaining aircraft.
The following table summarizes current and long-term material cash requirements as of September 30, 2025, which we expect to fund primarily with operating and financing cash flows (in millions):
__________________
| Material Cash Requirements | |||||||||||||||||||||||||||||||||||||||||
| Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
Debt obligations(a) | $ | 151 | $ | 244 | $ | 99 | $ | 9 | $ | 93 | $ | 77 | $ | 673 | |||||||||||||||||||||||||||
Interest commitments(b) | 10 | 25 | 15 | 10 | 7 | 5 | 72 | ||||||||||||||||||||||||||||||||||
Operating lease obligations(c) | 186 | 740 | 724 | 677 | 602 | 2,861 | 5,790 | ||||||||||||||||||||||||||||||||||
Flight equipment purchase obligations(d) | 710 | 1,365 | 2,088 | 2,133 | 2,374 | 2,766 | 11,436 | ||||||||||||||||||||||||||||||||||
| Total | $ | 1,057 | $ | 2,374 | $ | 2,926 | $ | 2,829 | $ | 3,076 | $ | 5,709 | $ | 17,971 | |||||||||||||||||||||||||||
(a)Includes principal commitments only associated with our Pre-delivery Credit Facilities with borrowings as of September 30, 2025, our Revolving Loan Facility’s outstanding borrowings maturing in 2027, our affinity card unsecured debt due through 2029, our building notes due through 2031, and the PSP Promissory Notes due through 2031. See “Notes to Condensed Consolidated Financial Statements — 5. Debt.”
(b)Represents interest and commitment fees on debt obligations and our Revolving Loan Facility.
(c)Represents gross cash payments related to our operating fixed lease obligations that are not subject to discount as compared to the obligations measured on our condensed consolidated balance sheets. See “Notes to Condensed Consolidated Financial Statements — 6. Operating Leases.”
(d)Represents purchase commitments for aircraft and engines. See “Notes to Condensed Consolidated Financial Statements — 8. Commitments and Contingencies.”
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Cash Flows
The following table presents information regarding our cash flows in the nine months ended September 30, 2025 and 2024 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash used in operating activities | $ | (434) | $ | (169) | |||||||
| Net cash used in investing activities | (158) | (46) | |||||||||
| Net cash provided by financing activities | 418 | 182 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (174) | (33) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 740 | 609 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 566 | $ | 576 | |||||||
Operating Activities
During the nine months ended September 30, 2025, net cash used in operating activities totaled $434 million, which was driven by a $190 million net loss, $172 million of outflows from changes in operating assets and liabilities, and $72 million of non-cash adjustments.
The $172 million of outflows from changes in operating assets and liabilities included:
•$179 million in increases in other long-term assets primarily driven by increases in capitalized maintenance, prepaid maintenance and capitalized interest;
•$28 million in increases in supplies and other current assets;
•$20 million in increases in accounts receivable;
•$7 million in decreases in other liabilities primarily driven by leased aircraft return accruals and other operational related accruals, partially offset by an increase in manufacturer credits; partially offset by
•$31 million in increases in accounts payable; and
•$31 million in increases in our air traffic liability primarily driven by increased bookings on higher volume and average fares, as well as increased sales in our membership programs.
Our net loss of $190 million was also adjusted by the following non-cash items to arrive at cash used in operating activities:
•$157 million in gains recognized on sale-leaseback transactions; partially offset by
•$65 million in depreciation and amortization;
•$16 million in stock-based compensation expense; and
•$4 million in deferred income tax expense.
During the nine months ended September 30, 2024, net cash used in operating activities totaled $169 million, which was driven by non-cash adjustments of $149 million and $51 million of outflows from changes in operating assets and liabilities, partially offset by $31 million of net income.
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The $51 million of outflows from changes in operating assets and liabilities included:
•$142 million in increases in other long-term assets primarily driven by increases in prepaid maintenance, capitalized maintenance and supplier incentives; and
•$53 million in increases in accounts receivable primarily from a legal settlement; partially offset by
•$82 million in decreases in our capitalized aircraft maintenance deposits;
•$39 million in increases in our air traffic liability primarily driven by increased bookings, partially offset by lower fares on bookings;
•$17 million in increases in other liabilities driven primarily by leased aircraft return accruals and passenger taxes payable;
•$4 million in decreases in supplies and other current assets; and
•$2 million in increases in accounts payable.
Our net income of $31 million was also adjusted by the following non-cash items to arrive at cash used in operating activities:
•$218 million in gains recognized on sale-leaseback transactions; partially offset by
•$53 million in depreciation and amortization;
•$12 million in stock-based compensation expense;
•$3 million in deferred income tax expense; and
•$1 million loss on extinguishment of debt.
Investing Activities
During the nine months ended September 30, 2025, net cash used in investing activities totaled $158 million, driven by:
•$105 million in net outflows for PDP activity; and
•$53 million in cash outflows for capital expenditures.
During the nine months ended September 30, 2024, net cash used in investing activities totaled $46 million, driven by:
•$62 million in cash outflows for capital expenditures; and
•$1 million in cash outflows relating to other investing activity; partially offset by
•$17 million in net proceeds for PDP activity.
Financing Activities
During the nine months ended September 30, 2025, net cash provided by financing activities was $418 million, driven by:
•$354 million in cash proceeds from debt issuances, consisting of $205 million drawn on our Revolving Loan Facility, $148 million drawn on our Pre-delivery Credit Facilities, and $1 million drawn on our Barclays facility;
•$248 million in net proceeds received from sale-leaseback transactions; and
•$6 million in proceeds from the exercise of stock options; partially offset by
•$188 million in cash outflows from principal repayments on debt, which includes $130 million on our Revolving Loan Facility and $58 million on our Pre-delivery Credit Facilities; and
•$2 million in cash outflows for payments related to tax withholdings of share-based awards.
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During the nine months ended September 30, 2024, net cash provided by financing activities was $182 million, primarily driven by:
•$418 million in cash proceeds from debt issuances, consisting of $386 million of net borrowings on our Pre-delivery Credit Facilities, $12 million in new borrowing on our building note and $20 million drawn on our Barclays facility;
•$185 million in net proceeds received from sale-leaseback transactions; and
•$1 million in proceeds from the exercise of stock options; partially offset by
•$420 million in cash outflows from principal repayments on debt, which includes $404 million on our Pre-delivery Credit Facilities and $16 million on our prior building note that reached maturity; and
•$2 million in cash outflows for payments related to tax withholdings of share-based awards.
As of September 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our results of operations, financial condition or cash flows.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates during the nine months ended September 30, 2025. For information regarding our critical accounting policies and estimates, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in Part II, Item 7 of our 2024 Annual Report.
Recently Adopted Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This standard is intended to improve the operability and application of guidance related to capitalized software development costs and will become effective January 1, 2028. We are assessing the potential impact this ASU may have on our consolidated financial statements upon adoption.
See “Notes to Consolidated Financial Statements —1. Summary of Significant Accounting Policies” included in Part II, Item 8 of our 2024 Annual Report for a discussion of recent accounting pronouncements.
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GLOSSARY OF AIRLINE TERMS
Set forth below is a glossary of industry terms:
“A320neo family” means, collectively, the Airbus series of single-aisle aircraft that feature the new engine option, including the A320neo and A321neo aircraft.
“Adjusted CASM” is a non-GAAP measure and means operating expenses, excluding special items, divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
“Adjusted CASM including net interest” or “Adjusted CASM + net interest” is a non-GAAP measure and means the sum of Adjusted CASM and net interest expense (income) excluding special items divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
“Adjusted CASM (excluding fuel)” is a non-GAAP measure and means operating expenses less aircraft fuel expense, excluding special items, divided by ASMs. For a discussion of such special items and a reconciliation of CASM to CASM (excluding fuel), Adjusted CASM (excluding fuel), Adjusted CASM, Adjusted CASM including net interest and CASM including net interest, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
“Air traffic liability” means the value of tickets, unearned membership fees and other related fees sold in advance of travel.
“Ancillary revenue” means the sum of non-fare passenger revenue and other revenue.
“Available seat miles” or “ASMs” means seats (empty or full) multiplied by miles the seats are flown.
“Average aircraft in service” means the average number of aircraft used in flight operations, as calculated on a daily basis.
“Average daily aircraft utilization” means block hours divided by number of days in the period divided by average aircraft in service.
“Average stage length” means the average number of miles flown per flight segment.
“Block hours” means the number of hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.
“CASM” or “unit costs” means operating expenses divided by ASMs.
“CASM (excluding fuel)” is a non-GAAP measure and means operating expenses less aircraft fuel expense, divided by ASMs.
“CASM including net interest” or “CASM + net interest” is a non-GAAP measure and means the sum of CASM and net interest expense (income) divided by ASMs.
“DOT” means the U.S. Department of Transportation.
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“Fare revenue” consists of base fares for air travel, including miles redeemed under our frequent flyer program, unused and expired passenger credits, other redeemed or expired travel credits and revenue derived from charter flights.
“Fare revenue per passenger” means fare revenue divided by passengers.
“Load factor” means the percentage of aircraft seat miles actually occupied on a flight (RPMs divided by ASMs).
“Non-fare passenger revenue” consists of fees related to certain ancillary items such as baggage, service fees, seat selection, and other passenger-related revenue that is not included as part of base fares for travel.
“Non-fare passenger revenue per passenger” means non-fare passenger revenue divided by passengers.
“Other revenue” consists primarily of services not directly related to providing transportation, such as the advertising, marketing and brand elements of the FRONTIER Miles affinity credit card program, and commissions revenue from the sale of items such as rental cars and hotels.
“Other revenue per passenger” means other revenue divided by passengers.
“Passengers” means the total number of passengers flown on all flight segments.
“Passenger revenue” consists of fare revenue and non-fare passenger revenue.
“PDP” means pre-delivery deposit payments, which are payments required by aircraft manufacturers in advance of delivery of the aircraft.
“RASM” or “unit revenue” means total revenue divided by ASMs.
“Revenue passenger miles” or “RPMs” means the number of miles flown by passengers.
“Total ancillary revenue per passenger” means ancillary revenue divided by passengers.
“Total revenue per passenger” means the sum of fare revenue, non-fare passenger revenue, and other revenue (collectively, “Total Revenue”) divided by passengers.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no material changes in market risk from the information provided in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk”, in our 2024 Annual Report.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”), refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
During the three months ended September 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we have been and will continue to be subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained. We believe the ultimate outcome of such lawsuits, proceedings and reviews is not reasonably likely, individually or in the aggregate, to have a material adverse effect on our business, results of operations and financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Item 1A “Risk Factors” contained in our 2024 Annual Report. Investors are urged to review all such risk factors carefully.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
Issuer Purchases of Equity Securities
We do not have a share repurchase program and no shares were repurchased during the third quarter of 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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
45
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 or terminated
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 .
ITEM 6. EXHIBITS
| Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Date | Number | |||||||||||||||||||||
3.1 | 8-K | 001-40304 | 5/16/2025 | 3.1 | ||||||||||||||||||||||
3.2 | 8-K | 001-40304 | 7/25/2024 | 3.1 | ||||||||||||||||||||||
4.1 | S-1 | 333-254004 | 3/8/2021 | 4.2 | ||||||||||||||||||||||
4.2 | 10-Q | 001-40304 | 8/8/2024 | 4.2 | ||||||||||||||||||||||
10.1(a)†^ | X | |||||||||||||||||||||||||
10.1(b)†^ | X | |||||||||||||||||||||||||
10.1(c)†^ | X | |||||||||||||||||||||||||
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10.2(a)† | X | |||||||||||||||||||||||||
10.2(b)† | X | |||||||||||||||||||||||||
10.3# | X | |||||||||||||||||||||||||
31.1 | X | |||||||||||||||||||||||||
31.2 | X | |||||||||||||||||||||||||
32.1* | X | |||||||||||||||||||||||||
32.2* | X | |||||||||||||||||||||||||
101.INS | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | X | ||||||||||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||||||||||||||||||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X | ||||||||||||||||||||||||
__________________
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
# Indicates management contract or compensatory plan.
† Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
^ Schedules to this document have been omitted in accordance with Regulation S-K, Item 601(a)(5).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FRONTIER GROUP HOLDINGS, INC. | |||||||||||
| Date: November 5, 2025 | By: | /s/ Mark C. Mitchell | |||||||||
| Mark C. Mitchell | |||||||||||
| Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) | |||||||||||
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[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Exhibit 10.1A
AMENDMENT NO. 2
DATED AS OF JULY 24, 2025
TO THE
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT, AS AMENDED
BY AND BETWEEN
INTERNATIONAL AERO ENGINES, LLC
AND
FRONTIER AIRLINES, INC
DATED AS OF APRIL 13, 2020
This document contains proprietary information of International Aero Engines, LLC (“IAE LLC”). IAE LLC offers the information contained in this document on the condition that you not disclose or reproduce the information to or for the benefit of any third party without IAE LLC’s written consent. Neither receipt nor possession of this document, from any source, constitutes IAE LLC’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s written consent may result in criminal and/or civil liability.
This document does not contain any export regulated technical data.
Frontier NEB_FMP Amendment No. 2 (07-23-2025) Final Distribution.docx
AAA
AMENDMENT NO. 2
THIS AMENDMENT NO. 2, dated as of July 24, 2025 (this “Amendment No. 2), amends the PW1100G-JM Engine Purchase and Support Agreement, dated April 13, 2020, as amended (as amended, the “Agreement”), by and between International Aero Engines, LLC (“IAE LLC”), which has an office located at 400 Main Street, East Hartford, Connecticut 06118, USA and Frontier Airlines, Inc., a corporation organized and existing under the laws of Colorado, which has an office located at 4545 Airport Way, Denver, Colorado, 80239 USA (“Frontier”).
WHEREAS:
Frontier provided a letter to IAE LLC dated June 4, 2024, notifying IAE LLC that, pursuant the conversion rights set forth in Appendix 1 of the Agreement, the eighteen (18) A321XLR Aircraft currently scheduled for delivery under the Agreement shall be converted to A321NEO Aircraft (the “Conversion Notice”).
In accordance with Conversion Notice, Frontier and IAE LLC have agreed to amend the Agreement to, among other things, amend and restate the Delivery Schedule, including delays of the delivery of Firm Aircraft and Firm Spare Engines.
[***]
The Parties wish to enter into a new Spare Engine and Intermix Agreement between the Parties to provide certain support, coverage, and provisions for Frontier’s combined fleet of 2020 FMP Engines and 2025 FMP Engines (as defined in the Spare Engine and Engine Thrust Intermix Agreement).
The Parties also wish to enter into this Amendment No. 2 to amend the Agreement as set forth below.
Other amendments to the Agreement are included below in order to establish a new Spare Engine and Engine Thrust Intermix Agreement between the Parties to provide certain support, coverage, and provisions for Frontier’s combined fleet of 2020 FMP Engines and 2025 FMP Engines (as defined in the Spare Engine and Engine Thrust Intermix Agreement).
The Parties agree and intend that this Amendment No. 2 shall be signed contemporaneously with the 2025 NEB-FMP Agreement.
NOW THEREFORE:
In consideration of the foregoing conditions and of the mutual covenants herein contained, IAE LLC and Frontier hereby amend the Agreement as follows:
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1. [***]
2. Section 2.6, of the Agreement is hereby deleted in its entirety and replaced with the new Section 2.6 set forth below:
“Notwithstanding Section 2.2 and Section 2.3 above, as well as the terms of the Spare Engine and Intermix Agreement, the term of the maintenance services coverage under this FMP for each Firm Spare Engine begins on the date that Frontier accepts delivery of such Firm Spare Engine, at which time the Firm Spare Engine will be deemed an FMP Engine, and will continue thereafter until the latter of (i) [***] per Firm Spare Engine or (ii) removal from the FMP in accordance with this Section 2.6. Following delivery of the last Frontier Aircraft and once [***] is achieved as a result of FMP Engines originally installed on Frontier Aircraft completing their Term under the FMP, Frontier may remove Firm Spare Engines from the FMP in any order, so long as the Spare Engine Ratio remains [***], provided that upon the end of the Term for the last FMP Engine originally installed on a Frontier Aircraft, any Firm Spare Engine still under the FMP will also reach the end of its Term. For the avoidance of doubt, no Firm Spare Engine will have a Period of Cover less than [***].”
3. Section 3.1, of the Agreement is hereby deleted in its entirety and replaced with the new Section 3.1 set forth below:
[***]
3.1.1 [***]
[***]
| [***] | |||||||||||
EXPRESSED IN [***] UNITED STATES DOLLARS | |||||||||||
| Aircraft Model | Engine Model | Unit Base Price Per Engine Shipset | Introductory Assistance Credit Per Firm Aircraft | ||||||||
| A320neo | PW1127GA-JM | [***] | [***] | ||||||||
| A321neo | PW1133GA-JM | [***] | [***] | ||||||||
| A321neo | PW1133G1-JM | [***] | [***] | ||||||||
| A321XLR | PW1133GA-JM | [***] | [***] | ||||||||
| A321XLR | PW1133G1-JM | [***] | [***] | ||||||||
| A321XLR | PW1134GA-JM | [***] | [***] | ||||||||
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3.1.2 [***]
[***]
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | |||||
”
4. A new Section 10.3 is hereby added to Article 10 (“[***]”) as follows:
“10.3 [***]
5. In Appendix 1 (“Definitions”), the definition of “[***]” is hereby amended and restated as follows:
[***]
6. In Appendix 1 (“Definitions”), a new definition for “Spare Engine and Intermix Agreement” is added in alphabetical order as follows:
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“Spare Engine and Intermix Agreement” means that certain PW1100G-JM Spare Engine and Engine Thrust Intermix Agreement, dated as of July 24, 2025, between IAE LLC and Frontier, as amended, restated, or supplemented from time to time.”
7. In Appendix 2 of the Agreement, the Delivery Schedule, is hereby deleted in its entirety and replaced with the new Appendix 2 provided as Attachment 1 to this Amendment No. 2.
8. Appendix 5 Section 6.7.1, of the Agreement is hereby deleted in its entirety and replaced with the new Section 6.7.1 set forth below:
“6.7.1 [***]
[***]
9. Appendix 5, Section 9.5, of the Agreement is hereby deleted in its entirety and replaced with the new Section 9.5 set forth below:
“9.5 [***]
10. Appendix 5, Section 10.4, of the Agreement is hereby deleted in its entirety and replaced with the new Section 10.4 set forth below:
“10.4 [***]
[***]
[***]
[***]
11. Appendix 5, Section 11, of the Agreement is hereby deleted in its entirety and replaced with the new Section 11 set forth below:
“11. [***]
[***]
12. Appendix 5, Attachment 1, Article 1(f) of the Agreement is hereby deleted in its entirety and replaced with the new Appendix 5, Attachment 1, Article 1(f) set forth below:
“(f) [***]
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13. Attachment 4 to Appendix 5 of the Agreement is hereby deleted in its entirety and replaced with the new Attachment 4 to Appendix 5 attached as Attachment 2 to this Amendment No. 2.
14. Appendix 5, Attachment 12 of the Agreement, [***], is hereby deleted in its entirety and replaced with the new Attachment 12 to Appendix 5 as Attachment 3 to this Amendment No. 2.
15. [***]
16. [***]
The terms and provisions and attachments contained in this Amendment No. 2 constitute the entire agreement between the parties with respect to the matters herein described and supersede all prior understandings and agreements of the parties with respect thereto. No amendment or modification of this Amendment No. 2 shall be binding upon either party unless set forth in a written instrument executed by both parties.
Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Agreement and the Spare Engine and Intermix Agreement, as applicable. The parties hereby agree and acknowledge that there has been full and adequate consideration for the mutual promises contained herein. The terms and conditions of the Agreement are incorporated herein by reference. Except as expressly amended hereby, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.
This Amendment No. 2 is available for the parties’ consideration until [***]. If the foregoing is acceptable to Frontier, please indicate such acceptance by having an authorized official of Frontier sign in the designated space below and return via email to [***]. After acceptance by IAE LLC, IAE LLC will return an electronic copy of the fully executed Amendment No. 2 to Frontier. The Parties agree that facsimile, electronic (including DocuSign), or PDF signatures will be deemed to be of the same force and effect as documents signed with a wet ink signature.
This Amendment No. 2 may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which when taken together shall constitute the same instrument.
Upon acceptance by IAE LLC, as evidenced by execution of the signature block below, this document will become an enforceable amendment to the Agreement and shall be deemed executed in the jurisdiction in which it was signed by IAE LLC.
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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be duly executed as of the date first entered above and deem that it is executed in the State of Connecticut.
| FRONTIER AIRLINES, INC. | |||||||||||
| By: | /s/ Howard Diamond | ||||||||||
| Typed Name: | Howard Diamond | ||||||||||
| Title: | General Counsel | ||||||||||
| INTERNATIONAL AERO ENGINES, LLC | |||||||||||
| By: | /s/ Daniel Kirk | ||||||||||
| Typed Name: | Daniel Kirk | ||||||||||
| Title: | RVP - Sales | ||||||||||
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ATTACHMENT 1
“APPENDIX 2
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
DELIVERY SCHEDULE*
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ATTACHMENT 2
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Frontier NEB_FMP Amendment No. 2 (07-23-2025) Final Distribution.docx Page 9
ATTACHMENT 3
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Frontier NEB_FMP Amendment No. 2 (07-23-2025) Final Distribution.docx Page 10
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Exhibit 10.1B
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
BY AND BETWEEN
INTERNATIONAL AERO ENGINES, LLC
AND
FRONTIER AIRLINES, INC.
DATED AS OF JULY 24, 2025
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1. DEFINITIONS 5
2. PURCHASE OBLIGATIONS 5
3. FINANCIAL ASSISTANCE 5
4. [***] 10
5. SPARE PARTS PROVISIONS 11
6. FLEET MANAGEMENT PROGRAM 11
7. GUARANTEE PLANS AND TECHNICAL SUPPORT 12
8. [***] 13
9. LIQUIDATED DAMAGES 13
10. TERMS AND CONDITIONS; MISCELLANEOUS 15
11. NOTICES 16
12. [***] 17
13. ENTIRE AGREEMENT 17
14. PARTICIPATION OF PARTIES 17
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LIST OF APPENDICES
Appendix 1 Agreement Definitions
Appendix 2 Delivery Schedule
Appendix 3 Engine Specifications
Appendix 4 [***]
Appendix 5 Fleet Management Program
Appendix 6 Product Support for the PW1100G-JM Engine
Appendix 7 PW1100G-JM Engine Warranty and Service Policy
Appendix 8 Spare Engine Payment Schedule
Appendix 9 Guarantee Plan Definitions and Conditions
Appendix 10 [RESERVED]
Appendix 11 Terms and Conditions of Sale of Goods and Services
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This PW1100G-JM Engine Purchase and Support Agreement and Fleet Management Program, dated as of July 24, 2025 (this “Agreement”), is entered into by and between IAE and Frontier. IAE and Frontier are sometimes referred to individually as a “Party” or together as the “Parties.”
WHEREAS:
Frontier has entered into a binding agreement with Airbus for the purchase of ninety-one (91) Firm Aircraft;
Frontier desires to purchase from IAE twenty-eight (28) Firm Spare Engines;
IAE desires to provide Engines, support, and other assistance for the Engines installed on the Firm Aircraft, and sell to Frontier the Firm Spare Engines;
Frontier desires to have all off-wing engine maintenance services performed exclusively by IAE under the FMP (as set out in Appendix 5) both for the Engines installed on the Firm Aircraft, and for the Firm Spare Engines;
IAE is willing to become Frontier’s exclusive maintenance provider for such Engines through the FMP;
Concurrent with the execution of this Agreement Frontier and IAE also desire to enter into Amendment No. 2 (“Amendment No. 2”) to the PW1100G-JM Engine Purchase and Support Agreement between the Parties dated as of April 13, 2020 (as amended, the “2020 NEB-FMP Agreement”) to amend the terms of the Lease Engine Support contained in Appendix 5 thereto;
Concurrent with the execution of this Agreement, Frontier and IAE also desire to enter into the Spare Engine and Spare Engine and Intermix Agreement to detail certain terms relating to operations and support for the Engines covered by both the 2020 NEB-FMP Agreement and this Agreement; and
IAE and Frontier desire to express herein their complete understanding and agreement in connection with Frontier’s selection of the Engines to power the Firm Aircraft, its purchase of the Firm Spare Engines, and its selection of the FMP for all off-wing Engine maintenance services for the Firm Spare Engines and the Engines that power the Firm Aircraft.
NOW THEREFORE:
In consideration of the above recitals and the conditions, mutual covenants, and agreements contained in this Agreement, including those contained in the FMP attached hereto as Appendix 5, IAE and Frontier mutually agree as follows:
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1.DEFINITIONS
Capitalized terms used but not defined in the body of this Agreement are defined in Appendix 1.
2.PURCHASE OBLIGATIONS
Upon mutual execution of this Agreement, the Parties agree as follows:
2.1Frontier has placed a firm purchase order with Airbus (the “Airbus Purchase Agreement”) for all of the Firm Aircraft and will take delivery of the Firm Aircraft in accordance with the Airbus Purchase Agreement and in accordance with the Delivery Schedule;
2.2IAE will sell, under separate agreements with Airbus, new PW1100G-JM Engines for installation on the Firm Aircraft (the “Frontier Aircraft”) for which Frontier places a firm order with Airbus;
2.3Frontier will purchase and take delivery of, and IAE will sell and deliver to Frontier, the Firm Spare Engines in accordance with the Delivery Schedule (and the other terms and conditions of this Agreement). This Agreement constitutes Frontier’s firm purchase order with IAE for the Firm Spare Engines scheduled for delivery in accordance with the Delivery Schedule, as the Delivery Schedule is amended from time to time;
2.4Frontier acknowledges that receipt of the benefits under this Agreement is subject to and conditioned upon: (a) Frontier performing its obligations under the FMP as set forth in Appendix 5 in accordance with the terms hereof; and (b) Frontier concurrently entering into Amendment No. 2 and the Spare Engine and Intermix Agreement along with this Agreement. For the avoidance of doubt, in order to receive the benefits of each respective agreement, this Agreement, the Spare Engine and Intermix Agreement and the Amendment No. 2 must be executed concurrently by the Parties hereto; and
2.5This Agreement (including its Appendices) constitutes a valid, binding, and legally enforceable contract by and between IAE and Frontier for the (i) support of the Engines installed on the Frontier Aircraft, (ii) purchase and sale of the Firm Spare Engines, and (iii) performance of the FMP, as each is described in this Agreement or the FMP, as applicable.
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3.FINANCIAL ASSISTANCE
IAE agrees to provide Frontier with the financial assistance identified in this Article 3. IAE’s issuance of all credits identified herein is conditioned upon: (a) Frontier accepting delivery of each Firm Aircraft and the Firm Spare Engines in accordance with the Delivery Schedule, as may be amended from time to time, and (b) Frontier not being in material breach of its obligations in accordance with this Agreement and the FMP.
Unless otherwise specified, each credit identified in this Article 3 will be issued in accordance with the applicable terms set forth in Section 3.5.
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3.3Delivery, Shipping Stand and Engine Bag
Delivery of each Firm Spare Engine, [***], is Ex Works at IAE’s designated facility in the United States.
IAE will invoice Frontier, and Frontier will pay IAE, for each Spare Engine and any associated or Additional Equipment purchased under this Agreement in accordance with IAE’s Spare Engine Payment Schedule attached as Appendix 8. Upon request from Frontier, IAE will reasonably cooperate with and assist Frontier in relation to any financing of the Spare Engines and Firm Aircraft by providing reasonable documentation to Frontier or its financier, subject to any reasonable restrictions on proprietary information and NDA’s, whether such financing is in the form of debt or a sale-leaseback transaction.
3.4[***] Credit
To assist Frontier with [***], for each of the ninety-one (91) Frontier Aircraft delivered by Airbus, IAE will credit Frontier’s account with IAE in the amount of [***] in accordance with Article 4 to [***]. Such [***] Credit will be issued to Frontier’s account with IAE at the delivery of the Frontier Aircraft and thereafter, may be used to [***]. Notwithstanding the foregoing, Frontier may use all or a portion of such [***] Credit towards [***].
3.5Credit Issuance and Application
3.5.1IAE will issue all of the credits described in this Article 3 in accordance with the applicable terms set forth in this Section 3.5. [***].
3.5.2IAE will issue all other applicable credits described in this Article 3 to Frontier [***]. Credits issued by IAE to Frontier’s account with IAE may be applied toward [***]. Unless stated otherwise in this Agreement, the credits referred to in this Section 3.5.2 [***].
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3.6Notwithstanding any other provision of this Agreement to the contrary, IAE reserves the right following prior written notice to Frontier to apply any and all credits due and issuable to Frontier to any delinquent outstanding invoices issued by IAE and/or PWEL to Frontier.
3.7Frontier will ensure compliance with any and all requirements (including but not limited to reporting and approval requirements) of any applicable currency control or other law, rule, or regulation relating to any credits issued under this Agreement.
3.8Technical Publications
[***]
3.9Customer Support Representative
The customer support representatives provided by IAE to Frontier (“Customer Support Representative(s)”) will be fully trained on all facets of engine line maintenance and are stationed around the world to assist operators with the introduction and continued operation of the Engine in their fleets. IAE will continue to provide, on an exclusive basis, a Customer Support Representative(s) in Denver, Colorado. The Customer Support Representative(s) will provide the following services to Frontier:
(a) twenty-four (24) hour support;
(b) maintenance action recommendations, in consultation with Program Manager for the FMP;
(c) daily reporting on engine technical situations;
(d) on-the-job training;
(e) Service Policy and Warranty preparation assistance,
(f) AOG Event assistance; and
(g) prompt communication with IAE on all pending action items and questions.
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The Customer Support Representative will provide on-site technical support for Engines at Frontier’s line stations, upon Frontier’s reasonable request, on an as-required basis to be determined by IAE.
When IAE is providing a Customer Support Representative on an exclusive basis as contemplated under this Section 3.9, Frontier will provide the Customer Support Representative free of charge segregated office space at a location to be mutually agreed and conveniently located with respect to Frontier’s maintenance facilities, with office furniture and equipment including telephone and internet connection (all in a manner that is customary for Frontier employees). For the avoidance of doubt, IAE’s assigned Customer Support Representative may provide coverage for other IAE engine models in Frontier’s fleet. Except for providing such office, furniture, office equipment and telephone support to such Customer Support Representative, such IAE Customer Support Representative and any additional customer support or field representatives that IAE may assign from time to time shall be provided at no cost or charge to Frontier.
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5.SPARE PARTS PROVISIONS
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6.FLEET MANAGEMENT PROGRAM
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7.GUARANTEE PLANS AND TECHNICAL SUPPORT
7.1Guarantee Plans
IAE will provide Frontier with the Guarantee Plans set forth in Attachments [***] to Appendix 9, Guarantee Plan Definitions and Conditions (the “Guarantee Plans”). The Guarantee Plans are subject to the terms and conditions set forth in the Guarantee Plan Definitions and Conditions attached as Appendix 9. Eligibility under the Guarantee Plans is conditioned upon all PW1100G-JM Engines covered under this Agreement and installed on the Frontier Aircraft and all Firm Spare Engines purchased under this Agreement being maintained exclusively in the IAE Network (except as otherwise expressly set forth in this Agreement) or, in the event of a premature termination of the FMP in accordance with the terms thereof, being maintained throughout the term and in accordance with the terms of the applicable Guarantee Plan(s) with only Parts and IAE-approved repairs and in accordance with IAE instructions and recommendations or publications.
7.2Product Support for the PW1100G-JM Engine
IAE will provide Frontier the benefits of the Product Support Plan for First-Generation Owners/Operators Acquiring New PW1100G-JM Engines, attached as Appendix 6.
7.3PW1100G-JM Engine Warranties and Service Policies
IAE will provide Frontier [***] with benefits of the Warranties and Service Policies for the PW1100G-JM Engine, attached as Appendix 7, except that [***] of Article 3 (Standard Terms and Conditions) of the Engine Service Policy is deleted in its entirety and replaced with the following:
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9.LIQUIDATED DAMAGES
9.1The Parties agree that IAE’s damages flowing from Frontier’s failure or inability to take delivery, wrongful rejection, or wrongful revocation of acceptance of any Firm Aircraft or Firm Spare Engine in accordance with the Delivery Schedule, as amended from time to time, are difficult to calculate and prove accurately (any such failure or inability to take delivery, wrongful rejection or wrongful revocation of acceptance constitutes a “Cancellation”; any Cancellation of a Firm Aircraft, a “Cancelled Aircraft”; and the Cancellation of a Firm Spare Engine, a “Cancelled Spare Engine”). [***]
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9.1.2[***]
The Delivery Schedule, as amended from time to time, will serve as the then-scheduled delivery date for all Frontier Aircraft and Spare Engines. The Parties shall meet at least once per quarter to review the current Delivery Scheule and discuss in good faith the need to update or amend to Delivery Schedule.
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9.3[***] the on-going benefits and rights of Frontier under the Guarantee Plans and the FMP remain predicated and conditioned upon Frontier’s acceptance and the continued operation of the FMP Engines, and IAE retains any and all legal and equitable rights and remedies under the Guarantee Plans and/or FMP that derive from or are related to Frontier’s failure to satisfy such condition.
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10.TERMS AND CONDITIONS; MISCELLANEOUS
10.1Terms and Conditions; Controlling Provision
The Terms and Conditions (which are attached hereto as Appendix 11) govern all transactions under this Agreement. In the event of a conflict between a provision set forth in the main body of this Agreement and a provision set forth in an appendix or attachment to this Agreement, or if a provision in the main body of this Agreement modifies a provision set forth in an appendix or attachment to this Agreement, the provision set forth in the main body of this Agreement shall govern over the provision set forth in the appendix or attachment to this Agreement.
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10.2Incorporation of Appendices
All appendices and attachments attached hereto and referred to in this Agreement form an integral part of this Agreement and are hereby incorporated and made a part of this Agreement for all purposes.
10.3Headings
The headings in this Agreement are provided for convenience only and do not affect its meaning.
10.4Amendments and Supplements
Any reference to this Agreement means this Agreement as amended or supplemented, subject to any restrictions on amendment contained herein.
10.5Frontier agrees to display IAE’s logo on the nacelle for all Firm Aircraft. IAE shall be responsible for properly installing the logos at its own cost for any nacelles that IAE chooses to have display such logo(s). IAE shall be responsible for obtaining the consent to the display of such logo in respect of any Firm Aircraft owned by a lessor leasing such Firm Aircraft to Frontier and to be responsible for the cost of removing the logo(s) if required by a lessor at lease return.
11.NOTICES
The Parties agree that all demands, notices, and other communications under this Agreement must be in writing and will be deemed to be duly given when personally delivered or when deposited in the mail, confirmation of receipt requested, first-class postage prepaid, or sent by internationally recognized courier service, or sent by email with email confirmation of receipt, addressed as follows:
To Seller: International Aero Engines, LLC
400 Main Street, Mail Stop ETC-1
East Hartford, Connecticut 06118
USA
E-Fax: [***]
Email: [***]
Attention: Chief Legal Officer
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To Buyer: Frontier Airlines, Inc.
4545 Airport Way
Denver, Colorado 80239
USA
Email: [***]
Attention: Treasurer
With a copy to: Frontier Airlines, Inc.
4545 Airport Way
Denver, Colorado 80239
USA
Email: [***]
Attention: General Counsel
or at such other address as may hereafter be furnished in writing by either Party to the other.
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13.ENTIRE AGREEMENT
This Agreement, including its appendices and attachments, contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes in their entirety all prior or contemporaneous oral or written communications, agreements or understandings between the Parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument. For additional clarity, prior to this Agreement becoming a binding and enforceable contract, the Parties hereto must also concurrently execute Amendment No. 2 and the Spare Engine and Intermix Agreement.
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14.PARTICIPATION OF PARTIES
14.1Direct Negotiations
It is hereby understood and agreed between IAE and Frontier that this Agreement and all documentation leading to such Agreement have been, and any and all amendments resulting from such Agreement shall be, agreed and concluded by direct negotiations between IAE and Frontier, without any intermediaries, agents or brokers. Both Parties hereby represent, undertake and warrant to the other Party that it has not paid, agreed to pay, promised to pay, authorized the payment of or caused to be paid directly or indirectly in any form whatsoever any commission, percentage, contingent fee, brokerage, gift, anything of value or other similar payments of any kind whatsoever, in connection with the establishment, selection, negotiation or operation of this Agreement prior to, now or afterwards to any person (whether a governmental official or private individual) or any entity in the United States or elsewhere in violation of the provisions of this Section 14.1. Notwithstanding the foregoing, the Parties may engage and remit payment to professional advisers retained or engaged in connection with the drafting, negotiation, execution, performance and/or enforcement of this Agreement.
Each Party hereby agrees to indemnify, defend and hold harmless the other from any loss, damage, cost, expense, liability or claim, including legal fees, which the other may reasonably incur or suffer in connection with any person seeking by, through or under the Party being indemnified any obligation for a commission, fee or payment incurred by the indemnifying Party in connection with the transaction contemplated by this Agreement or as a result of a breach of the representation contained in the preceding paragraph.
14.2Rule of Construction
The Parties hereto acknowledge that this Agreement and all matters contemplated herein have been negotiated between the Parties and that the Parties have, from the commencement of negotiations to the execution hereof, participated in the drafting and preparation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
This Agreement is available for Frontier’s consideration until July 25, 2025.
Upon mutual execution, this Agreement will become an enforceable contract. The Parties agree that electronic signatures will be deemed to be of the same force and effect as an original executed document. If executed or delivered by other electronic means (i.e. email), the Parties agree to provide original signature pages upon request.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first entered above and deem that it is executed in the State of Connecticut.
| FRONTIER AIRLINES, INC. | ||||||||||||||
| By | /s/ Howard Diamond | |||||||||||||
| Name | Howard Diamond | |||||||||||||
| Title | General Counsel | |||||||||||||
| INTERNATIONAL AERO ENGINES, LLC | ||||||||||||||
| By | /s/ Daniel Kirk | |||||||||||||
| Name | Daniel Kirk | |||||||||||||
| Title | RVP - Sales | |||||||||||||
Appendix 1
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
AGREEMENT DEFINITIONS
For all purposes of this Agreement, the following capitalized terms have the meanings set forth below:
“Accepted Technical Data” means OEM data, recommendations, or information that has been provided by the OEM that is not “Approved Technical Data” (as defined herein). This includes but is not limited to all operator wires, special instructions, illustrated parts catalogs, and EagleNet or similar wires.
“AD” means an Aviation Authority-issued Engine airworthiness directive.
“Additional Equipment” means any item in the Engine Specification identified under the Additional Equipment section thereof.
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“ADEM” means IAE's Advanced Diagnostics & Engine Management web-based software tools.
“Airbus” means Airbus S.A.S.
“Airbus Contract” means, individually and collectively, the contracts between (a) Airbus and Frontier (i.e., the Airbus Purchase Agreement), (b) Airbus and Wizz Air Hungary Ltd. (“Wizz Air”), (c) Airbus and Controladora Vuela Compania de Aviacion, S.A.B. de C.V. (“Volaris”), (d) Airbus and Cebu Air Inc., (“Cebu Pacific”), and (e) Airbus and JetSMART Airlines, Spa (“JetSMART”), under which Frontier, Wizz Air, Volaris and JetSMART have in total agreed to collectively purchase up to seven hundred seventeen (717) A320neo aircraft, A321neo aircraft and A321XLR aircraft.
“Airbus Delivery Schedule Acceleration” has the meaning set forth in the definition of “Delivery Schedule.”
“Airbus Delivery Schedule Change” means an Airbus Delivery Schedule Acceleration or Airbus Delivery Schedule Deferral.
“Airbus Delivery Schedule Deferral” has the meaning set forth in the definition of “Delivery Schedule.”
“Airbus Purchase Agreement” has the meaning set forth in Section 2.1.
“AOG Event” or “Aircraft-on-Ground Event” is [***]
“Approved Technical Data” means technical data that has been approved by the Aviation Authority or by an Aviation Authority DER.
“Aviation Authority” means the [***] (a) under the laws of the State of Registration of the relevant Frontier Aircraft may, from time to time, have control or supervision of civil aviation in that state; and (b) have jurisdiction over the registration, airworthiness or operation of, or other matters relating to a Frontier Aircraft, provided that it is substantially similar to, and no more prescriptive than, the FAA requirements related to safety standards or overall part and engine level reliability certification requirements.
“BFE” means “Buyer Furnished Equipment,” which is aircraft manufacturer-supplied or Frontier furnished engine-mounted accessories (typically including such items as integrated drive generator, quick accessory disconnect adapter, hydraulic pumps, shut-off valve, and pressure regulating valve).
“Business Day” means Monday through Friday, except for any bank holidays in the State of Colorado, United States and/or the State of New York, United States, as applicable.
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“CMM” means the applicable component maintenance manual.
“Collins” means Collins Aerospace Inc., which is an affiliate of IAE.
“Collins Accessory(ies)” means those parts listed in Attachment 5 to Appendix 5 as “Collins Accessories”, originally installed on FMP Engines or acquired new and dedicated solely for the support of FMP Engines, as may be exchanged or replaced in accordance with this Agreement.
“Commencement Date” has the meaning set forth in Article 2 of Appendix 5.
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“Customized Engine Maintenance Program” or “CEMP” means the program for Engine maintenance established by IAE for Frontier in accordance with and as may be amended in accordance with Section 8.1 of the FMP.
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“Delivery Schedule” means the delivery schedule attached as Appendix 2, [***], provided, however, that no Firm Aircraft will be delivered after [***], and no Firm Spare Engines will be delivered after [***]. In the event of any Airbus Delivery Schedule Change or exercise by Frontier of a [***], Frontier shall notify IAE within [***] thereof, and the Parties shall promptly thereafter enter into an amendment to Appendix 2 hereto to reflect such changes. In furtherance of the foregoing, the Parties agree that the term “Delivery Schedule” shall mean the Delivery Schedule originally attached as Appendix 2 to this Agreement on the date hereof, as the same be amended from time to time in writing and in accordance with the terms of this Agreement.
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“DER” means Designated Engineering Representative.
“EA” has the meaning given in Section 5.5 of Appendix 5.
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“Economically Repairable” generally means that the cost hereunder of the repair, exclusive of modification and transportation costs of a Part, will be equal to or less than [***] of the IAE commercial price of the Part at the time the repair is considered, or shall be otherwise reasonably determined by IAE.
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“EIS” means the entry into service of a Frontier Aircraft.
“Eligible Engines” has the meaning set forth in Article 1 of Appendix 9.
“Engine” means an IAE PW1127GA-JM, PW1133GA-JM, or PW1133G1-JM or PW1133G1/2-JM engine, described as Standard Equipment in the relevant Engine Specification, attached as Appendix 3, sold by IAE for commercial aviation use, whether delivered directly to Airbus and installed as new equipment on the Frontier Aircraft by Airbus or delivered directly to Frontier from IAE for use as a spare or replacement Engine.
“Engine Build Up” or “EBU” refers to either the EBU 1 or EBU 2, as applicable, as each is described in the Additional Equipment section of the Engine Specification.
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“Engine Lease Agreement” means a short-term spare engine lease agreement based on the International Air Transport Association short-term spare engine form lease agreement, with appropriate mutually agreed modifications entered into between PWEL and Frontier for a spare PW1100G-JM engine.
“Engine Shipset” means two (2) new Engines delivered by IAE to Airbus for installation on a Firm Aircraft, and which does not include engine mounts, EBU 1, EBU 2 or installation thereof.
“Engine Specification” means the relevant Engine specification attached as Appendix 3, which is subject to revision prior to Engine delivery.
“Engine Warranty and Service Policy” or “Service Policy” means the Warranties and Service Policies for the PW1100G-JM Engine attached as Appendix 7.
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“External Equipment” means any accessory, component, or part that is mounted, directly or indirectly, to the outside of any engine case, case flange, or to the main gearbox, including Engine accessory components, line replacement units, BFE, EBU parts and hardware, nacelle propulsion system components and any related mounting hardware, wiring harnesses, plumbing, brackets, and kit-and-bin material associated with any such components. External Equipment also includes accessories or components that are maintained per the manufacturer’s CMM and any related mounting hardware, wiring harnesses, plumbing, brackets, and kit-and-bin material associated with any such accessories or components.
“Extreme Environmental Conditions” means [***]
“FAA” means the Federal Aviation Administration of the United States of America or any successor agency thereto.
“Firm Aircraft”, individually or collectively, means the ninety-one (91) new firm-ordered PW1100G-JM engine-powered A320neo or A321neo aircraft identified in the Delivery Schedule included in Appendix 2 in the table, as amended from time to time, such Firm Aircraft to be delivered to Frontier in accordance with the Delivery Schedule, as amended from time to time, as PW1100G-JM engine-powered A320neo or A321neo aircraft added to this Agreement [***] will also be considered Firm Aircraft scheduled for delivery on the date provided in Frontier’s notice to IAE.
[***]
“Firm Spare Engines” means the twenty-eight (28) new firm-ordered spare engines identified in the Delivery Schedule as “Firm Spare Engines” to be delivered to Frontier in accordance with the Delivery Schedule, as amended from time to time.
“FMP” has the meaning set forth in Article 1 to Appendix 5.
“FMP Engines” has the meaning set forth in Article 1 of Appendix 5.
[***]
“FOD” means foreign object damage. Such damage refers to any damage to an Engine that is directly caused by an object that is foreign to the Engine during such Engine’s normal operation. In general, if damage is not conclusively attributable to an Engine part, it shall be attributed to a foreign object; however, in each case IAE will use good faith, reasonable measures to determine and demonstrate to Frontier that such damage is caused by a foreign object or to rule out impact damage from Engine Parts as the cause of damage.
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“Frontier” means Frontier Airlines, Inc., a corporation organized and existing under the laws of Colorado, USA, which has an office located at 4545 Airport Way, Denver, Colorado, 80239 USA.
“Frontier Aircraft” has the meaning set forth in Section 2.2.
[***]
“Guarantee Plans” has the meaning set forth in Section 7.1 of this Agreement.
“IAE” means International Aero Engines, LLC, a limited liability company organized and existing under the laws of Delaware, USA, which has an office located at 400 Main Street, East Hartford, Connecticut 06118 USA.
[***]
[***]
“Invoice Price” for each Firm Spare Engine purchased and delivered under this Agreement means the Unit Base Price escalated to the actual month of delivery by IAE to Frontier in accordance with this Agreement.
“Lease Engine” has the meaning set forth in Section 6.2 of the Spare Engine and Intermix Agreement.
“LLPs” or “Life Limited Parts” means those rotating Parts which have Parts Life Limit. For purposes of this Agreement, LLPs do not include static, non-rotating LLPs.
[***]
[***]
“Miscellaneous Shop Visit” has the meaning set forth in Section 3.1.5 of Appendix 5.
“Missing Part” means any part, including, but not limited to, accessories, that was not installed on an FMP Engine at the time of engine induction or was not subsequently provided to IAE by Frontier for such FMP Engine’s shop visit.
“PAH” or “Production Approval Holder” means an entity holding a production certificate issued under the authority of the FAA.
[***]
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“Parts”, as defined in the Service Policy, means Engine parts sold by IAE and delivered as original equipment in an Engine or Engine parts sold and delivered by IAE as new spare parts in support of an Engine.
“Parts Life Limit” means the maximum allowable total parts time or total parts cycles for specific Parts, including re-operation if applicable, as established by IAE and the applicable Airworthiness Authority. Parts Life Limits are published in the Airworthiness Limitations section of the applicable Instructions for Continued Airworthiness.
“Period of Cover” has the meaning set forth in Section 2.2 of Appendix 5.
“PMA” or “Parts Manufacturer Approval” means the authority granted by the FAA to manufacture parts for installation in type-certificated products.
“[***] Credit” has the meaning set forth in Section 4.1 of this Agreement.
“Prime Rate” shall mean the base annual interest rate on corporate loans posted by at least [***] as published in Eastern edition of the Wall Street Journal as of the date of determination.
“Product Support Plan” means the Product Support Plan for the PW1100G-JM Engine, attached as Appendix 6.
“PWEL” means PW1100G-JM Engine Leasing, LLC, or IAE, or any other IAE affiliate that provides spare engine lease support.
“SB” means an IAE-issued Engine service bulletin.
“Scrapped” means those parts determined by IAE, acting reasonably, to be unserviceable and not Economically Repairable.
“Shipping Stand” means a new shipping stand provided by IAE to Frontier, suitable for road shipment of spare PW1100G-JM engines.
“Shop Visit” means an FMP Engine has been removed and inducted into an IAE facility within the IAE Network and the separation of major mating engine flanges or the removal of a disk, hub, or spool is performed on such FMP Engine.
“SLB Aircraft” means a Firm Aircraft that Frontier sells or assigns its rights to purchase under the Airbus Purchase Agreement or otherwise transfers ownership to an aircraft leasing company and concurrently leases back from such aircraft leasing company (a sale-leaseback transaction).
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“SLB Spare Engine” means a Spare Engine that Frontier sells or assigns its rights to purchase under this Agreement or otherwise transfers ownership to an engine leasing company and concurrently leases back from such aircraft leasing company (a sale-leaseback transaction).
“Spare Engine” or “SPE” means a spare IAE PW1100G-JM engine, as the term “ENGINE” is defined as Standard Equipment (as described in the Engine Specification), and the applicable Additional Equipment supplied by IAE, as described under Additional Equipment of the Engine Specification.
“Spare Engine and Intermix Agreement” means that certain PW1100G-JM Spare Engine and Engine Thrust Intermix Agreement, dated as of the date hereof, between IAE and Frontier, as amended, restated, or supplemented from time to time.
“Spare Engine Ratio” means the percent of Firm Spare Engines to Engines installed on Frontier Aircraft.
[***]
“Specific Conditions” means the operating conditions set forth in Attachment 1 to Appendix 5, upon which the FMP Rate is predicated.
“Standard Equipment” means any item identified under the Standard Equipment section in the Engine Specification.
“State of Registration” means the country(ies) in which the Frontier Aircraft are registered.
[***]
“T&M Rates and Charges” means those rates and charges contained in Attachment 3 to Appendix 5 for maintenance services not covered under the FMP Rate.
“TCH” or “Type Certificate Holder” means an entity holding a type certificate issued under the authority of the FAA.
“Term” has the meaning set forth in Section 2.1 of Appendix 5.
“Terms and Conditions” means the Terms and Conditions of Sale of Goods and Services attached hereto as Appendix 11, which govern all transactions under this Agreement.
[***]
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“Unit Base Price” means the respective IAE unit base price of each Engine Shipset or Firm Spare Engine as set forth in Article 3 of this Agreement.
“2020 NEB-FMP Agreement” has the meaning given in the Recitals of this Agreement.
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APPENDIX 2
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
DELIVERY SCHEDULE*
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APPENDIX 3
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
ENGINE SPECIFICATIONS
SEE NEXT PAGE
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APPENDIX 4
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
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APPENDIX 5
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
FLEET MANAGEMENT PROGRAM
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APPENDIX 6
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
PRODUCT SUPPORT FOR THE PW1100G-JM ENGINE
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APPENDIX 7
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
PW1100G-JM ENGINE WARRANTY AND SERVICE POLICY
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APPENDIX 8
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
SPARE ENGINE PAYMENT SCHEDULE
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APPENDIX 9
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
GUARANTEE PLAN DEFINITIONS AND CONDITIONS
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APPENDIX 10
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
[RESERVED]
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APPENDIX 11
PW1100G-JM ENGINE PURCHASE AND SUPPORT AGREEMENT
AND FLEET MANAGEMENT PROGRAM
AND FLEET MANAGEMENT PROGRAM
TERMS AND CONDITIONS OF SALE OF GOODS AND SERVICES
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[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Exhibit 10.1C
PW1100G-JM SPARE ENGINE AND ENGINE THRUST INTERMIX AGREEMENT
BY AND BETWEEN
INTERNATIONAL AERO ENGINES, LLC
AND
FRONTIER AIRLINES, INC.
DATED AS OF JULY 24, 2025
This document contains proprietary information of International Aero Engines, LLC (“IAE LLC”). IAE LLC offers the information contained in this document on the condition that you not disclose or reproduce the information to or for the benefit of any third party without IAE LLC’s written consent. Neither receipt nor possession of this document, from any source, constitutes IAE LLC’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s written consent may result in criminal and/or civil liability.
This document does not contain any export regulated technical data.
Frontier Spare Engine and Intermix Agmt (07-23-2025) Final Distribution.docx
AAA
TABLE OF CONTENTS
List of Attachments
Attachment 1 Definitions
Attachment 2 Terms and Conditions
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PW1100G-JM SPARE ENGINE AND ENGINE THRUST INTERMIX AGREEMENT
This PW1100G-JM Spare Engine and Engine Thrust Intermix Agreement, dated as of July 24, 2025 (this “Agreement”), is entered into by and between International Aero Engines, LLC, a Delaware limited liability company having an office located at 400 Main Street, East Hartford, Connecticut 06118, USA (hereinafter referred to as “IAE LLC”), and Frontier Airlines, Inc., a corporation organized and existing under the laws of Colorado, USA, which has an office located at 4545 Airport Way, Denver, Colorado, 80239 USA (hereinafter referred to as “Frontier”). IAE LLC and Frontier shall herein be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS:
IAE LLC and Frontier are parties to the 2020 NEB-FMP Agreement (as hereinafter defined), pursuant to which, among other things, (i) Frontier is obligated to purchase (a) PW1100G-JM engines for one hundred forty-four (144) firm Airbus A320neo family aircraft (consisting of one hundred thirty-four (134) 2020 Frontier Aircraft and ten (10) Leased Aircraft), and (b) [***] 2020 Firm Spare Engines; and (c) up to [***] option Spare Engines and (ii) Frontier has selected an IAE LLC fleet management program (as set forth in the in Attachment 5 of the 2020 NEB-FMP Agreement) for all off-wing engine maintenance services for such 2020 Firm Spare Engines and for the engines that power such 2020 Frontier Aircraft;
IAE LLC and Frontier are parties to the 2025 NEB-FMP Agreement (as hereinafter defined), pursuant to which, among other things, (i) Frontier (a) is obligated to purchase ninety-one (91) firm Airbus A320neo family 2025 Frontier Aircraft; and (b) twenty-eight (28) 2025 Firm Spare Engines; and (ii) Frontier has selected an IAE LLC fleet management program (as set forth in Attachment 5 of the 2025 NEB-FMP Agreement) for all off-wing engine maintenance services for such 2025 Firm Spare Engines and for the engines that power such 2025 Frontier Aircraft;
IAE LLC and Frontier now desire to enter into this Agreement to, among other things, provide (i) spare engine coverage ratios and spare engine fleet management coverage period provisions for the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement, which are based on an overall spare engine-to-installed engine ratio for the aircraft and engines covered by both the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement, (ii) spare engine lease support for Frontier’s entire fleet of PW1100G-JM engines covered by the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement, and (iii) engine thrust intermix flexibility across all the engines covered by both the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement.
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NOW THEREFORE:
In consideration of the terms and conditions and the mutual covenants herein contained, IAE LLC and Frontier hereby agree as follows:
1.DEFINITIONS; INTERPRETATION
Capitalized terms used but not defined in the body of this Agreement are defined (i) in Exhibit A hereto or (ii) if not defined herein, as defined in the 2020 NEB-FMP Agreement or the 2025 NEB-FMP Agreement, as the context may require. In the case of any conflict between the terms of this Agreement and a corresponding provision in the 2020 NEB-FMP Agreement and/or 2025 NEB-FMP Agreement, the conflicting provision in this Agreement shall take precedence and control.
2.APPLICABLE FMP ENGINES AND APPLICABLE AIRCRAFT
[***]
3.SPARE ENGINE COVERAGE RATIO
Frontier shall at all times during the term of each Applicable FMP, maintain a minimum fleetwide ratio of at least [***] Applicable Firm Spare Engines to Engines originally installed (or installed as replacement for any such Engine) on the A320neo family Frontier Aircraft (based on the combined fleet of [***] total Frontier Aircraft and [***] Applicable Firm Spare Engines (the “Aggregate Spare Engine Ratio”) solely for Frontier’s operational use and subject to the provisions of Article 4 of this Agreement [***]. IAE LLC acknowledges that the Spare Engines being sold under this Agreement shall be sufficient to cause Frontier to comply with the Spare Engine Ratio, assuming Frontier has maintained compliance with all other terms and conditions of this Agreement.
4.FIRM SPARE ENGINE FMP REMOVALS
The Parties wish to ensure that Frontier has adequate Applicable Firm Spare Engine support for the Applicable Aircraft during the terms of the Applicable FMP [***]. To effect the foregoing, the Parties hereby agree that, once a [***] Spare Engine Ratio for Frontier’s A320neo family Frontier Aircraft is achieved as a result of [***].
5.[***]
[***]
5.1[***]
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5.2[***]
5.3[***]
5.4[***]
5.5[***]
6.[***]
6.1[***]
6.2[***]
6.3[***]
6.3.1[***]
6.3.2[***]
| NUMBER OF AVAILABLE ENGINES | REMEDY | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | [***] | ||||
| [***] | |||||
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6.3.3[***]
6.3.4[***]
a.[***]
[***]
[***]
[***]
6.3.5[***]
a.[***]
6.4[***]
| [***] | ||||||||
| [***] | ||||||||
| [***] | [***] | [***] | ||||||
| [***] | [***] | [***] | ||||||
| [***] | [***] | [***] | ||||||
[***] | ||||||||
6.5[***]
6.6[***]
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6.7[***]
6.8[***]
7.THRUST INTERMIX
7.1[***]
7.1.1[***]
7.1.2[***]
7.1.3[***]
7.2[***]
7.3[***]
7.3.1[***]
7.3.2[***]
7.4[***]
7.5[***]
7.6[***]
8.TARIFF CONSIDERATIONS
8.1[***]
8.2[***]
9.MISCELLANEOUS
9.1Expiration
If not earlier terminated in accordance with Section 9.2, the term of this Agreement shall expire on the date that is the last day of the Term (under and as defined in the 2025 NEB-FMP Agreement).
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9.2Cross-Default; Breach and Termination
9.2.1Any material breach by a Party of its obligations under this Agreement shall constitute a “material breach” under and as defined in each of the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement, and for all purposes of each such agreement.
9.2.2In addition to any rights and remedies the Parties may otherwise have, including without limitation under the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement, if there is a breach by a Party of an Applicable FMP or other event with respect to a Party to a FMP which, in each case, allows the other Party (a “FMP Non-Defaulting Party”) to terminate such Applicable FMP, and such FMP Non-Defaulting Party desires to terminate this Agreement, then, after giving effect to any applicable grace periods set forth in such Applicable FMP, such FMP Non-Defaulting Party may terminate this Agreement by giving written notice, effective immediately, of such termination, provided however, that this Agreement shall remain in effect for so long as either of the Applicable FMP remains in effect with respect to the Applicable FMP Engines covered under such Applicable FMP.
9.3No Duplication of Benefits
The intent of this Agreement is to provide specified benefits to Frontier as stipulated herein. Under no circumstances, however, shall there be any duplication of benefits provided to Frontier under this Agreement, the 2020 NEB-FMP Agreement, the 2025 NEB-FMP Agreement or any other agreement, any guarantee plan, maintenance or management program (including the 2020 NEB-FMP Agreement and the 2025 NEB-FMP Agreement), sales warranty, service policy, special support agreement or any other benefit of any kind offered to Frontier (or any affiliate operating Frontier’s aircraft) for the benefit of Frontier (or any affiliate operating Frontier’s aircraft), offered by IAE LLC or by Airbus, any other suppliers, or aircraft lessors to the extent IAE LLC has paid Airbus, such supplier, or such lessor as a result of the same condition or event, and to the extent Frontier (or any affiliate operating Frontier’s aircraft) has received such benefit or its equivalent from Airbus, such supplier, or such lessor. For the avoidance of doubt, in the event Frontier is offered duplicate benefits under this Agreement, the 2020 NEB-FMP Agreement, the 2025 NEB-FMP Agreement, and any other agreement, between IAE LLC and Frontier in connection with the Applicable Aircraft, Frontier shall be entitled to select the most beneficial contractual benefit that shall apply to the exclusion of other duplicate benefits for the same item.
9.4Terms and Conditions
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The Terms and Conditions attached hereto as Attachment 2 govern all transactions under this Agreement. In the event of a conflict between a provision set forth in the main body of this Agreement and a provision set forth in Attachment 2, or if a provision in the main body of this Agreement modifies a provision set forth in Attachment 2, the provision set forth in the main body of this Agreement shall govern over the provision set forth in Attachment 2.
9.5Incorporation of Appendices; Headings; Amendments
All appendices and attachments attached hereto and referred to in this Agreement form an integral part of this Agreement and are hereby incorporated and made a part of this Agreement for all purposes. The headings in this Agreement are provided for convenience only and do not affect its meaning. Any reference to this Agreement means this Agreement as amended, restated, supplemented or otherwise modified, subject to the immediately succeeding sentence. This Agreement may only be amended, restated, supplemented or otherwise modified in a written agreement identified as such and duly executed by each Party.
9.6Notices
The Parties agree that all demands, notices, and other communications under this Agreement must be in writing and will be deemed to be duly given when personally delivered, or sent by internationally recognized courier service, or sent by email with confirmation, addressed as follows:
To IAE LLC: International Aero Engines, LLC
400 Main Street, Mail Stop ETC-1
East Hartford, Connecticut 06118
USA
E-Fax: [***]
Email: [***]
Attention: Chief Legal Officer
To Frontier: Frontier Airlines, Inc
4545 Airport Way
Denver, Colorado 80239
USA
Attn: Treasurer
Email: [***]
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with a copy to: Frontier Airlines, Inc.
4545 Airport Way
Denver, Colorado 80239
USA
Email: [***]
Attention: General Counsel
or at such other address as may from time to time hereafter be furnished in writing by either Party to the other.
9.7Entire Agreement
This Agreement, including its exhibits, appendices and attachments, contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes in their entirety all prior or contemporaneous oral or written communications, agreements or understandings between the Parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument.
9.8Participation of Parties
9.8.1Direct Negotiations
It is hereby understood and agreed between IAE LLC and Frontier that this Agreement and all documentation leading to this Agreement have been, and any and all amendments resulting from such Agreement shall be, agreed and concluded by direct negotiations between IAE LLC and Frontier, without any intermediaries, agents or brokers.
9.8.2Rule of Construction
The Parties hereto acknowledge that this Agreement and all matters contemplated herein have been negotiated between the Parties and that the Parties have, from the commencement of negotiations to the execution hereof, participated in the drafting and preparation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
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9.9Effect of Amendment and Modification to 2020 NEB-FMP Agreement and 2025 NEB-FMP Agreement
Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Party under the 2020 NEB-FMP Agreement or the 2025 NEB-FMP Agreement, and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the 2020 NEB-FMP Agreement or the 2025 NEB-FMP Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect in accordance with their respective terms.
Upon mutual execution, and subject to the substantially simultaneous execution by each of IAE LLC and Frontier of the 2025 NEB-FMP Agreement and Amendment No. 2, this Agreement will become an enforceable agreement. The Parties agree that electronic (including DocuSign) and PDF signatures will be deemed to be of the same force and effect as an original executed document. If executed or delivered by PDF or other electronic means (i.e., email), the Parties agree to provide original signature pages upon request.
(Signature page follows)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first set forth above.
| FRONTIER AIRLINES INC., | |||||||||||
| By | /s/ Howard Diamond | ||||||||||
| Name | Howard Diamond | ||||||||||
| Title | General Counsel | ||||||||||
| INTERNATIONAL AERO ENGINES, LLC | |||||||||||
| By | /s/ Daniel Kirk | ||||||||||
| Name | Daniel Kirk | ||||||||||
| Title | RVP - Sales | ||||||||||
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ATTACHEMENT 1
PW1100G-JM SPARE ENGINE AND ENGINE THRUST INTERMIX AGREEMENT
DEFINITIONS
For all purposes of this Agreement, the following capitalized terms have the meanings set forth below and any capitalized terms used but not defined in this Agreement shall have the meanings given to them in the 2020 NEB-FMP Agreement or the 2025 NEB-FMP Agreement:
“2020 NEB-FMP Agreement” means that certain PW1100G-JM Engine Purchase and Support Agreement, dated as of April 13, 2020, between IAE LLC and Frontier, as amended and modified by this Agreement, as further amended by that certain Amendment No. 1 thereto, dated as of April 18, 2020, and as further amended by that certain Amendment No. 2 thereto, to be executed contemporaneously with this Agreement and as the same may hereafter be amended, restated or otherwise modified from time to time in accordance with the terms thereof.
“2020 FMP Engine” means a “FMP Engine” as defined in the 2020 NEB-FMP Agreement.
“2020 Frontier Aircraft” means a “Firm Aircraft” as defined in the 2020 NEB-FMP Agreement.
“2025 Firm Spare Engine” means one or more “Firm Spare Engines” as defined in the 2025 NEB-FMP Agreement.
“2025 NEB-FMP Agreement” means that certain PW1100G-JM Engine Purchase and Support Agreement, dated as of July 24, 2025, between IAE LLC and Frontier, and modified by this Agreement, and as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof.
“2025 FMP Engine(s)” means one or more “FMP Engines” as defined in the 2025 NEB-FMP Agreement.
“2025 Frontier Engine” means an “Engine” as defined in the 2025 NEB-FMP Agreement.
“2025 Frontier Aircraft” means a “Firm Aircraft,” as defined in the 2025 NEB-FMP Agreement.
“AOG Event” or “Aircraft-on-Ground Event” [***].
“Applicable Aircraft” means a (x) 2020 Frontier Aircraft, or (y) 2025 Frontier Aircraft, as applicable.
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This document does not contain any export regulated technical data.
Frontier Spare Engine and Intermix Agmt (07-23-2025) Final Distribution.docx Page 13
“Applicable Firm Spare Engine” means a (x) “Firm Spare Engine,” as defined in the 2020 NEB-FMP Agreement, or (y) “Firm Spare Engine,” as defined in the 2025 NEB-FMP Agreement, as applicable.
“Applicable FMP” means the Fleet Management Program as set forth in either Appendix 5 of the 2020 NEB-FMP Agreement or Appendix 5 of the 2025 NEB-FMP Agreement, as applicable.
“Applicable FMP Engine” means a (x) 2020 FMP Engine or (y) 2025 FMP Engine, as applicable.
“Beyond Economic Repair” or “BER” shall mean that the cost of the repair, exclusive of modification and transportation costs, will be equal to or more than [***] of the IAE LLC commercial price of the Part at the time the repair is considered, or shall be otherwise reasonably determined by IAE LLC.
"Eligible Removal” means the removal of an FMP Engine that qualifies for coverage under the (i) FMP Rate pursuant to Appendix 5, Section 5.2 of the 2020 NEB-FMP Agreement or (ii) FMP Rate pursuant to Appendix 5, Section 5.2 of the 2025 NEB-FMP Agreement.
“Engine” means a model PW1127G-JM / GA-JM, or PW1133G-JM / GA-JM / G1-JM / G1/2-JM engine.
“Engine Lease Agreement” means the form of International Air Transport Association-based short-term spare engine lease agreement for PW1100G-JM Engines previously entered into between PWEL and Frontier. The Parties acknowledge and agree that changes may be made to such Engine Lease Agreement form as a result of changes to the IATA base form, technical changes to the Engine, changes driven by a head lease that do not materially increase Lessee’s costs under the Engine Lease Agreement, or changes to the law. IAE LLC agrees to provide written notice to Frontier of any material changes made to the Engine Lease Agreement and agrees to discuss with Frontier prior to incorporating any such changes in the future.
“Frontier Aircraft” means, individually or collectively, the 2020 Frontier Aircraft and/or the 2025 Frontier Aircraft and/or the Leased Aircraft.
“Leased Aircraft” means a “Leased Aircraft,” as defined in the 2020 NEB-FMP Agreement.
“PWEL” means PW1100G-JM Engine Leasing, LLC, or IAE LLC, or any other IAE LLC affiliate that provides spare engine lease support.
“Program Manager” means the “Program Manager,” as defined in the 2020 NEB-FMP Agreement, and the “Program Manager” as defined in the 2025 NEB-FMP Agreement.
“Spare Engine Ratio” means the ratio, expressed as a percentage, of Applicable Firm Spare Engines to Applicable FMP Engines originally installed (or installed as a replacement for any such Applicable FMP Engine) on Applicable Aircraft.
IAE LLC Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.
Frontier Spare Engine and Intermix Agmt (07-23-2025) Final Distribution.docx Page 14
“Term” means the applicable term under the 2020 NEB-FMP Agreement or the 2025 NEB-FMP Agreement, as applicable to each Applicable FMP Engine.
IAE LLC Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.
Frontier Spare Engine and Intermix Agmt (07-23-2025) Final Distribution.docx Page 15
ATTACHMENT 2
PW1100G-JM SPARE ENGINE AND ENGINE THRUST INTERMIX AGREEMENT
TERMS AND CONDITIONS
IAE LLC Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.
Frontier Spare Engine and Intermix Agmt (07-23-2025) Final Distribution.docx Page 16
C2 - Confidential | ||
Certain information in this document has been excluded pursuant to Regulation S-K, Item
601(b)(10). Such excluded information is not material and would likely cause competitive harm to the
registrant if publicly disclosed.
.
AMENDMENT NUMBER 1
TO
RATE PER FLIGHT HOUR AGREEMENT
Between
Frontier Airlines, Inc.
And
CFM International, Inc.
Agreement Number: 1-0000001328
Dated: September 12th, 2025
This proposed Agreement will remain open until September 30th, 2025 and will expire if not signed by all Parties on or before that date.
|US-DOCS\165101088.2||
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PROPRIETARY INFORMATION NOTICE The information contained in this document is CFM Proprietary Information and is disclosed in confidence. It is the property of CFM and will not be used, disclosed to others or reproduced without the express written consent of CFM. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. Export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited. | ||
2
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|US-DOCS\165101088.2||
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Amendment No. 1
to
RATE PER FLIGHT HOUR AGREEMENT
NO. 1-0000001328
This Amendment No. 1 (this “Amendment”) to CFM Rate per Flight Hour Agreement No. 1- 0000001328 (the “Service Agreement”) is entered into this 30th day of September, 2025 and made effective as of August 29th, 2017 (the "Effective Date"), by and between CFM International, Inc. (“CFM”) and Frontier Airlines, Inc. (“AIRLINE”) (CFM and AIRLINE being hereinafter collectively referred to as the “Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings as set forth in the Service Agreement.
WHEREAS, the Parties entered into the Service Agreement dated August 29, 2017 whereby CFM provides Engine shop maintenance and other services to support maintenance and overhauls of AIRLINE’s specified CFM CFM56-5B Engines; and
WHEREAS, the Parties wish to amend the Service Agreement to update Covered Services Pricing, EFH Minimum and Exhibit D “Price Adjustment Matrix”. This Amendment, including all rights, obligations, and liabilities resulting therefrom, shall be deemed to have commenced and taken effect as of the Effective Date. All actions taken and obligations performed by the Parties from and after the Effective Date shall be deemed to have been taken and performed pursuant to and in accordance with the terms of the Service Agreement and this Amendment.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged the Parties agree as follows:
1.Article 7.1 titled “Covered Services Pricing”, is deleted in its entirety and replaced with the following:
“7.1 Covered Services Pricing
CFM will charge Customer for the Covered Services:
a.[***]
b.[***]
c.[***]
| Covered Services Rate | Rate per EFH (Jan 2014) | |||||||
| CFM56-5B3/3B1 | CFM56-5B4 | |||||||
| Popular Rate | [***] | [***] | ||||||
| Restored Rate | [***] | [***] | ||||||
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Using the data provided as per Article 8.1, CFM will determine the average flight leg, annualized utilization, and derate parameters for the previous month for the fleet. The current escalated Popular Rate for the fleet will be adjusted in accordance with the table in Exhibit D, on a monthly basis, depending on the previous month’s actual average operating parameters for the fleet. This rate, multiplied by the total monthly EFH for the fleet will be provided to the Customer in the monthly invoice as per Article 8.1.
Using the data provided as per Article 8.1, CFM will determine the average flight leg, annualized utilization, and derate parameters for the Engine undergoing Services at the time of each Qualified Shop Visit. The Restored Rate shall adjust, as set forth in Exhibit D, for each Qualified Shop Visit depending on the Engine’s actual average operating parameters calculated for the period from Commencement Date, Entry Into Service or the previous Qualified Shop Visit whichever occurs last through the Current Qualified Shop Visit.
The Popular and Restored Rates per Engine Flight Hour are predicated on the parameters as defined in Exhibit B, such as delivery schedule, Engine quantities, location of Main Area of Operation and other factors such as [***].
In case of any change in any parameter as defined in Exhibit B such as delivery schedule, Engine quantities, location of Main Area of Operation or other factors such as [***] the above-mentioned rates may be adjusted accordingly by CFM.
In order to facilitate implementation and administration of the CFM Service Program, Customer shall promptly provide such data and records on a monthly basis, including but not limited to times since new, cycles since new and average derate for each engine serial number and provide the CFM Program Manager of his delegate reasonable access to such records for inspection or audit.
The Popular Rate and Restored Rate shall escalate on an annual basis in accordance with the formula set forth in Exhibit E.
7.1.1 [***]
[***]
7.1.2 Severity Table Corner Point Expansion
In the event that any Customer’s fleet monthly average parameters of flight leg, utilization, average take-off temperature, or derate (as applicable) is outside of the limits provided in the tables in Exhibit D “Price Adjustment Matrix”:
(i)[***]
a.[***]
b.[***]
c.[***]
d.[***]
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(ii)If a defined parameter is [***], CFM shall timely propose an expansion of the applicable table(s) in Exhibit D, subject to consultation with and approval in a timely manner by Customer, which Customer approval shall not be unreasonably withheld or unduly delayed. Subsequent to any such Customer approval, the Parties shall enter into an amendment to the Service Agreement reflecting the foregoing. Unless and until the Parties reach an agreement on an expansion of the applicable table(s) in Exhibit D, 7.1.2(iii) shall apply.
(iii)[***]
2.Article 8.3 title “Payment Terms”, is deleted in its entirety and replaced with the following:
“8.3 Payment Terms
Customer will pay all invoices, including the initial invoice for Supplemental Services and the Restored Rates, within [***] from the date of the invoice. Prior to Engine redelivery to Customer, all issued invoices that are not being disputed in good faith for Supplemental Services and Restored Rates shall be paid. All payments shall be transmitted electronically to CFM’s bank account as indicated on the invoice. Payment shall be effective upon receipt thereof.
If Customer fails to pay and/or reimburse any amount payable under this Service Agreement when due, at CFM first written request and without prejudice to any other rights available to CFM under this Service Agreement, Customer shall pay, on the Late Payment Interest Payment Date (as defined in Exhibit “Definitions”), to CFM (by way of liquidated damages and not as a penalty) interest on that amount, from the due date until and including the date of payment in full by Customer to CFM (“Late Payment Interest”) based upon actual days elapsed in an assumed year of three hundred and sixty (360) days and twelve months of thirty (30) days each. Late Payment Interest will accrue (at the Late Payment Interest Rate, as defined in Exhibit “Definitions”) on a day-to-day basis and will be compounded monthly at the end of each calendar month.
Payments will be applied to any late payment fees and then to the oldest outstanding amounts in order of succession. If Customer fails to make any payment which is not the subject of a good faith dispute when due, and does not cure such failure within [***] of such due date, CFM may terminate or suspend performance of all or any portion of this Service Agreement. In the event Customer's account becomes delinquent (excluding amounts in good faith dispute with CFM) or Customer's credit status with CFM negatively changes, different terms of payment or other commercially acceptable assurances of payment may be agreed between Customer and CFM, both parties acting reasonably
In the event of a bona fide dispute regarding any the amount to be paid pursuant to any invoice, or any portion thereof, Customer shall within [***] of receipt of such invoice give written notice to CFM of such disputed invoice, or dispute portion thereof, together with reasonable substantiation of such dispute and any supporting documentation. CFM and Customer shall use their respective best efforts and allocate sufficient resources to resolve such dispute within [***] or as soon as practicable thereafter. In the event the Parties fail to resolve any such dispute invoice within such period, the dispute shall be resolved by designating senior managers to reach a resolution. Upon resolution, CFM shall credit Customer, or Customer shall pay to CFM, as applicable, settled amount of the disputed portion of the invoice within [***]. For clarification, Customer shall be required to pay the undisputed portion of any invoice in accordance with the payment terms for undisputed invoices set forth In this Service Agreement. To the extent Customer complies with the requirements of this Article, CFM shall not charge a
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fee for late payment, as set forth above, during that period of time such amount is disputed by the Parties.”
3.[***]
“12.3 [***]
[***]
This clause is effective upon the execution of this Amendment and shall remain in full force and effect thereafter. Any prior agreements or provisions inconsistent with this amended clause 12.3 are hereby superseded and rendered null and void.
4.EXHIBIT A: DEFINITIONS is amended to incorporate the following in alphabetical order:
“Late Payment Interest Payment Date" means the [***] of each calendar month.
“Late Payment Interest Rate" means [***].
[***]
5.Exhibit D titled “Price Adjustment Matrix” is deleted in its entirety and replaced with the Exhibit D attached to this Amendment.
6.Except as expressly set forth herein, all provisions of the Service Agreement shall remain in full force and effect. In the event of conflict between the terms of this Amendment and the terms of the Service Agreement, the terms of this Amendment shall take precedence.
This Amendment shall be governed by and construed in accordance with the laws of New York (USA).
This Amendment may be signed by the Parties in separate counterparts, and any single counterpart or set of counterparts, when signed and delivered to the other Party shall together constitute one and the same document and be an original Amendment for all purposes.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.
| CFM International, Inc. | Frontier Airlines, Inc. | |||||||||||||
| Signature: | /s/ Sharyn Cones | Signature: | /s/ Howard Diamond | |||||||||||
| Name: | Sharyn Cones | Name: | Howard Diamond | |||||||||||
| Title: | Deputy VP Contracts | Title: | EVP, Legal and Corporate Affairs | |||||||||||
| Date: | September 30, 2025 | Date: | September 30, 2025 | |||||||||||
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|US-DOCS\165101088.2||
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Exhibit D: Price Adjustment Matrix
When AIRLINE's actual operating parameters do not equal the values specified in the tables, CFM will calculate severity by performing linear interpolation with the values in the tables that are closest to the actual operating parameters. CFM will apply two-dimensional linear interpolation, as necessary, to the flight leg and derate tables and then between the utilization tables. The resultant severity value will be rounded to four (4) decimal places. The final severity applied will be the product of these severity values rounded to four (4) decimal places.
[***]
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Certain information in this document has been excluded pursuant to Regulation S-K, Item
601(b)(10). Such excluded information is not material and would likely cause competitive harm to the
registrant if publicly disclosed.
.
AMENDMENT NUMBER 4
TO
RATE PER FLIGHT HOUR AGREEMENT
Between
FRONTIER AIRLINES, INC.
And
CFM International, Inc.
Agreement Number: 1-2494673211
Dated: September 12, 2025
This proposed Agreement will remain open until September 30th, 2025, and will expire if not signed by all Parties on or before that date.
C2 - Confidential | ||
PROPRIETARY INFORMATION NOTICE The information contained in this document is CFM Proprietary Information and is disclosed in confidence. It is the property of CFM and will not be used, disclosed to others or reproduced without the express written consent of CFM. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. Export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited. | ||
2
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Amendment No. 4
to
RATE PER FLIGHT HOUR AGREEMENT
NO. 1-2494673211
This Amendment No. 4 (this “Amendment”) to CFM Rate per Flight Hour Agreement No. 1- 2494673211 (the “Service Agreement”) is entered into this 30th day of Sept, 2025 and made effective as of the17th day of October 2011, by and between CFM International, Inc. (“CFM”) and Frontier Airlines, Inc. (“AIRLINE”) (CFM and AIRLINE being hereinafter collectively referred to as the “Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings as set forth in the Service Agreement.
WHEREAS, the Parties entered into the Service Agreement dated October 17, 2011 whereby CFM provides Engine shop maintenance and other services to support maintenance and overhauls of Airline’s specified CFM LEAP-1A Engines;
WHEREAS, the Parties entered into the Assignment, Assumption, and Amendment Agreement dated as of November 5th, 2013 whereby Republic Airways Holdings Inc. (“Republic”) assigned its rights and obligations under the Service Agreement to AIRLINE;
WHEREAS, the Parties entered into the Amendment No. 1 dated August 29th, 2017 (“Amendment 1”) whereby certain terms of the Service Agreement were amended;
WHEREAS, The Parties entered into the Amendment No. 2 dated August 12th, 2021 (“Amendment 2”) whereby additional Engines were added as covered Engines under the Service Agreement;
WHEREAS, The Parties entered into the Amendment No. 3 dated July 28, 2023 (“Amendment 3”) whereby the Parties wished to amend the Service Agreement to add [***] under the Service Agreement; and
WHEREAS, the Parties wish to amend the Service Agreement [***]. This Amendment, including all rights, obligations, and liabilities resulting therefrom, shall be deemed to have commenced and taken effect as of the (the "Effective Date"). All actions taken and obligations performed by the Parties from and after the Effective Date shall be deemed to have been taken and performed pursuant to and in accordance with the terms of the Service Agreement made effective as of the 9th day of September 2016 and this Amendment.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged the Parties agree as follows:
1.FIRST:
The sixth paragraph of Article 7.1 entitled “Covered Services Pricing” beginning with “In the event that AIRLINE’s actual monthly average operating parameters . . .” is deleted in its entirety and replaced with the following:
“In the event that AIRLINE’s actual monthly average operating parameters or actual average operating parameters are outside of the limits provided in Exhibit D, CFM will adjust the Popular Rate and/or the Restored Rate in accordance with AIRLINE’s monthly average operating parameters, as applicable to the terms set forth in Article 7.1.2 and Exhibit D.”
2.SECOND:
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The following Articles are added immediately after Article 7.1 entitled “Covered Services Pricing”, and before Article 7.2 entitled “Supplemental Services Pricing”:
“7.1.1 [***]
[***]
7.1.2 Severity Table Corner Point Expansion
In the event that any AIRLINE’S [***] parameters of flight leg, utilization, average take-off temperature, or derate (as applicable) is outside of the limits provided in the tables in Exhibit D “Price Adjustment Matrix”:
(i)[***]:
a.[***]
b.[***]
c.[***]
d.[***]
(ii)If a defined parameter is [***], CFM shall timely propose an expansion of the applicable table(s) in Exhibit D, subject to consultation with and approval in a timely manner by Customer, which Customer approval shall not be unreasonably withheld or unduly delayed. Subsequent to any such Customer approval, the parties shall enter into an amendment to the Service Agreement reflecting the foregoing. Unless and until the Parties reach an agreement on an expansion of the applicable table(s) in Exhibit D, 7.1.2(iii) shall apply.
(iii)[***]
3.THIRD; Rate Adjustments:
[***]
4.FOURTH:
Article 8.3 Payment Terms is deleted in its entirety and replaced with the following:
“8.3 Payment Terms
Customer will pay all invoices, including the initial invoice for Supplemental Services and the Restored Rates, within [***] from the date of the invoice. Prior to Engine redelivery to Customer, all issued invoices that are not being disputed in good faith for Supplemental Services and Restored Rates issued shall be paid. All payments shall be transmitted electronically to CFM'’s bank account as indicated on the invoice. Payment shall be effective upon receipt thereof.
If Customer fails to pay and/or reimburse any amount payable under this Service Agreement when due, at CFM first written request and without prejudice to any other rights available to CFM under this Service Agreement, Customer shall pay, on the Late Payment Interest Payment Date (as defined in Exhibit “Definitions”), to CFM (by way of liquidated damages and not as a penalty) interest on that amount, from the due date until and including the date of payment in full by Customer to CFM ("Late Payment Interest") based upon actual days elapsed in an assumed year of three hundred and sixty (360) days and twelve months of thirty (30) days each. Late Payment Interest will accrue (at the Late Payment Interest Rate, as defined in Exhibit “Definitions”) on a day-to-day basis and will be compounded monthly at the end of each calendar month.
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Payments will be applied to any late payment fees and then to the oldest outstanding amounts in order of succession. If Customer fails to make any payment, which is not the subject of a good faith dispute, when due, and does not cure such failure within [***] of such due date, CFM may terminate or suspend performance of all or any portion of this Service Agreement. In the event Customer's account becomes delinquent (excluding amounts in good faith dispute with CFM) or Customer's credit status with CFM negatively changes, different terms of payment or other commercially acceptable assurances of payment may be agreed between Customer and CFM, both parties acting reasonably.
In the event of a bona fide dispute regarding any the amount to be paid pursuant to any invoice, or any portion thereof, Customer shall within [***] of receipt of such invoice give written notice to CFM of such disputed invoice, or dispute portion thereof, together with reasonable substantiation of such dispute and any supporting documentation. CFM and Customer shall use their respective best efforts and allocate sufficient resources to resolve such dispute within [***] or as soon as practicable thereafter. In the event the Parties fail to resolve any such dispute invoice within such period, the dispute shall be resolved by designating senior managers to reach a resolution. Upon resolution, CFM shall credit Customer, or Customer shall pay to CFM, as applicable, settled amount of the disputed portion of the invoice within [***]. For clarification, Customer shall be required to pay the undisputed portion of any invoice in accordance with the payment terms for undisputed invoices set forth In this Service Agreement. To the extent Customer complies with the requirements of this Article, CFM shall not charge a fee for late payment, as set forth above, during that period of time such amount is disputed by the Parties.”
5.FIFTH:
The following article is added at the end of the Clause 6.5 (Engine Configuration) under Article 6 (Engine Shop Visit) of the Service Agreement:
[***]
[***] | |||||
[***] | [***] | ||||
[***] | [***] | ||||
[***] | [***] | ||||
[***]
[***]
[***]
6.EXHIBIT A: DEFINITIONS is amended to incorporate the following defined term in alphabetical order:
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“Late Payment Interest Payment Date" means the [***] of each calendar month.
“Late Payment Interest Rate" means [***].
[***]
[***]
[***]
[***]
7.Exhibit D titled “Price Adjustment Matrix” is deleted in its entirety and replaced with the Exhibit D attached to this Amendment.
Except as expressly set forth herein, all provisions of the Agreement shall remain in full force and effect. In the event of conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall take precedence.
This Amendment shall be governed by and construed in accordance with the laws of New York (USA).
This Amendment may be signed by the Parties in separate counterparts, and any single counterpart or set of counterparts, when signed and delivered to the other Parties shall together constitute one and the same document and be an original Amendment for all purposes.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.
| CFM International, Inc. | Frontier Airlines, Inc. | |||||||||||||
| Signature: | /s/ Sharyn Cones | Signature: | /s/ Howard Diamond | |||||||||||
| Name: | Sharyn Cones | Name: | Howard Diamond | |||||||||||
| Title: | Deputy VP Contracts | Title: | EVP, Legal and Corporate Affairs | |||||||||||
| Date: | September 30, 2025 | Date: | September 30, 2025 | |||||||||||
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Exhibit D: Price Adjustment Matrix
When AIRLINE's actual operating parameters do not equal the values specified in the tables, CFM will calculate severity by performing linear interpolation with the values in the tables that are closest to the actual operating parameters. CFM will apply two-dimensional linear interpolation, as necessary, to the flight leg and derate tables and then between the utilization tables. The resultant severity value will be rounded to four (4) decimal places. The final severity applied will be the product of these severity values rounded to four (4) decimal places.
[***]
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 | Exhibit 10.3 Frontier Airlines, Inc. 4545 Airport Way Denver, Colorado 80239 | |||||||
August 28, 2025 (REVISED)
Jeff Mathew
5 Pine Grove Avenue Woburn, MA 01801
Re: Offer Letter – SVP, Chief Information Officer Dear Jeff:
Frontier Airlines, Inc. (“Frontier”) is pleased to offer you the position of SVP, Chief Information Officer. You will have such duties as are normally associated with this position as such duties may be modified or supplemented by Jimmy Dempsey, President, or any subsequent designee, to whom you will report. In the course of your employment with Frontier, you will be subject to and required to comply with all company policies and applicable laws and regulations. These include equal employment opportunity in hiring, assignments, training, promotions, compensation, employee benefits, employee discipline and discharge, and all other terms and conditions of employment.
Your employment will begin on September 22, 2025, contingent on the successful completion of our normal compliance processes, including background screening, reference checks and drug testing (as needed). Beginning on that date, you will be paid a base salary at the annual rate of $425,000 (subject to required tax withholding and other authorized deductions). Your base salary will be payable in accordance with Frontier’s standard payroll policies and be subject to adjustment pursuant to Frontier’s policies as in effect from time to time, which policies currently include an annual review.
Short-Term Incentive: In addition to your base salary, you will be eligible to earn an annual cash performance bonus, at the discretion of the Board of Directors (the “Board”) of Frontier Group Holdings, Inc. (“FGHI”), parent company of Frontier, or its Compensation Committee, based on the attainment of performance metrics for Frontier and/or individual performance objectives, in each case established and evaluated by the Board or its Compensation Committee. Your target annual bonus will be 65% of your base salary, but the actual amount of your annual bonus may range from 0% to 130% of your base salary. Any annual bonus will be contingent upon your continued employment through the applicable payment date. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether Frontier pays you an annual bonus and the amount of any such annual bonus will be determined by the Board or its Compensation Committee, in its sole discretion. For 2025, your target and any actual annual bonus will be calculated and prorated based on the portion of the year during which you were employed by Frontier.
Equity: Frontier is owned by Frontier Group Holdings, Inc. (“FGHI”). FGHI has adopted an equity incentive plan and related documents (the “Equity Plan”) pursuant to which FGHI may grant equity awards. At its first regularly scheduled meeting after your employment start date, FGHI’s Board will grant to you, pursuant to the Equity Plan, a number of restricted stock units equal to $1,000,000
| Frontier Airlines, Inc. 4545 Airport Way Denver, Colorado 80239 | |||||||
divided by the per share fair market value of FGHI’s common stock as determined by the Board in its sole discretion. The restricted stock units will vest as to twenty-five percent (25%) of the shares of FGHI common stock initially subject thereto on each anniversary of your employment start date, subject to your continuing employment by Frontier through the applicable vesting date. However, if you are terminated without Cause within your first twelve months of employment, you will receive the cash equivalent of the market value of your first 25% tranche of your initial equity grant calculated as of your last date of employment. Your equity award shall vest fully upon any Change in Control (as defined in the Equity Plan.) The restricted stock units shall otherwise be subject to the terms of the applicable plan and the restricted stock unit agreement evidencing the award to be entered into between you and FGHI.
Annual Equity Grant: Subject to approval by Frontier’s Board of Directors, you will be eligible to receive an annual equity grant award made up of RSU’s and PSU’s based on the Company’s performance and your individual performance. The award will vest at a rate of one-third (33.3%) per year and will fully vest three years after the grant date, subject to your continued employment by Frontier through the applicable vesting date. All awards will be subject to the terms of the aforementioned Equity Plan.
Relocation: This position is based at Frontier’s headquarters in Denver, Colorado. By June 22, 2026 you will be expected to permanently reside in the Denver metro area. Until that time, you will be able to commute in via Positive Space travel on Frontier on a schedule determined by you and your supervisor, but at a minimum level of three days per week, and up to five days per week based on business demands. You will be able to commute into Denver, CO via Positive Space travel on Frontier Airlines and hotel room accommodation will be provided to you by Frontier through its corporate hotel arrangements in Denver, CO. Beyond air travel and hotel room expenses, commuting costs will be your responsibility. Should you fail to permanently relocate to Denver by June 22, 2026 or terminate your employment with Frontier on or before September 22, 2026, you will be expected to reimburse Frontier for any monies paid to you as part of your relocation reimbursement (see below paragraph); such expenses may be deducted from your final paycheck, among other alternatives, if not promptly reimbursed.
Frontier will reimburse you for all reasonable expenses you and your immediate family incur in relocating to Denver, Colorado, including air fare (including airfare on OA while commuting), car rental, hotels, meals, commuting expense and other temporary living expenses, as well as packing, unpacking and shipping costs for personal and household items and an automobile, and sales commission on your home, up to $120,000 for all such expenses. Any relocation expenses exceeding
$120,000 must be approved by Frontier’s Senior Vice President, HR. Relocation expenses must be submitted no later than December 31, 2026; any unused funds will be forfeited at that time.
Travel Benefits: During the term of your employment, Frontier will provide you, your spouse, your eligible children and your parents privileges to travel positive space on Frontier Airlines with the priority code PS2B in accordance with Frontier policy to the same extent and use of such benefits by senior executives (the “Flight Benefit”). You shall also receive flight benefits on Frontier Airlines in the form of a Universal Air Travel Plan, Inc. (“UATP”) card made available once per twelve-month
| Frontier Airlines, Inc. 4545 Airport Way Denver, Colorado 80239 | |||||||
period that provides for travel by you and your family and friends solely on Frontier Airlines in the amount of $8,250 that must be used, if at all, within twelve months of the date the UTAP card is issued. Your $8,250 annual UATP benefit will be prorated for 2025.
Vacation: During the term of your employment, you will be entitled to four weeks of annual paid vacation, in accordance with Frontier’s vacation policy as it may be amended from time to time. Please note that vacation time at this level is not tracked, nor is unused vacation time paid out upon separation.
Benefits: You will be eligible during your employment to participate in all the employee benefits and benefit plans that Frontier generally makes available to its regular full-time employees. In addition, during your employment, you will be eligible for other standard benefits, to the extent applicable generally to other similarly situated employees of Frontier. Frontier reserves the right to terminate, modify or add to its benefits and benefit plans at any time.
If Frontier terminates your employment without Cause (as defined below) and you (a) deliver a general release of all claims against Frontier and its affiliates in a form acceptable to Frontier that becomes effective and irrevocable within sixty (60) days following such termination of employment (the “Release Condition”), and (b) comply with the Additional Terms attached hereto as Exhibit A (the “Additional Conditions,” and together with the Release Condition, the “Conditions”): (i) you will receive, promptly following the date the Release Condition is satisfied, a lump sum payment equal to your annual base salary and target bonus at the time of termination, less applicable withholdings; and
(ii) Frontier will continue to provide the Flight Benefit until the first anniversary of your termination date. If Frontier terminates your employment without Cause or you resign for Good Reason, in each case, at any time during the period within twelve months after a Change in Control and you satisfy the Conditions: (i) you will receive, promptly following the date the Release Condition is satisfied, a lump sum payment equal to two times your annual base salary and two times your target bonus at the time of termination, less applicable withholdings; (ii) Frontier will continue to provide the Flight Benefit until the second anniversary of your termination; and (iii) each outstanding and unvested equity award you hold will automatically become vested and, if applicable, exercisable, with respect to one hundred percent (100%) of the unvested shares.
“Cause” shall have the meaning in provided in the Equity Plan.
“Change in Control” shall have the meaning provided in the Equity Plan or, if specified in the award agreement evidencing the award, such agreement.
“Good Reason” shall mean any of the following, without your written consent: (a) a material diminution in your base salary that is not proportionately applicable to other similarly situated employees of Frontier generally; (b) a material diminution in your job responsibilities or duties inconsistent in any material respect with your duties or responsibilities in effect immediately prior to such change, provided, that any change made solely as the result of Frontier or FGHI becoming a subsidiary or business unit of a larger company in a Change in Control shall not provide for your Constructive Termination hereunder; or (c) the failure by any successor entity or corporation following
| Frontier Airlines, Inc. 4545 Airport Way Denver, Colorado 80239 | |||||||
a Change in Control to assume the obligations under this letter agreement. Notwithstanding the foregoing, Executive will not be deemed to have Good Reason unless the condition giving rise to such resignation continues uncured by Frontier more than thirty (30) days following your written notice of such condition provided to Frontier within sixty (60) days of the first occurrence of such condition and such resignation is effective within thirty (30) days following the end of such notice period.
No amount deemed deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be payable pursuant to this letter agreement unless your termination of employment constitutes a “separation from service” with Frontier within the meaning of Section 409A and the Department of Treasury regulations and other guidance promulgated thereunder. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this letter agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. To the extent that any reimbursements or in-kind benefits provided pursuant to this letter agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to you pursuant to this letter agreement shall be paid to you no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed or the amount of in- kind benefits provided in one year shall not affect the amount eligible for reimbursement or the amount of in-kind benefits to which you are entitled, respectively, in any subsequent year, and your right to reimbursement or in-kind benefits under this letter agreement will not be subject to liquidation or exchange for another benefit. If Frontier determines that you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at the time of your separation from service, any amount deemed deferred compensation subject to Section 409A of the Code to which you are entitled under this letter agreement in connection with such separation from service shall be delayed to the extent required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code.
Frontier requires that, as a full-time employee, you devote your full business time, attention, skill, and efforts to the tasks and duties of your position as assigned by Frontier. If you wish to request consent to provide services (for any or no form of compensation) to any other person or business entity while employed by Frontier, please discuss that with Frontier’s Chief Executive Officer in advance of accepting another position.
As a condition of employment, you will be required to comply with the Additional Terms attached hereto as Exhibit A, which by this reference are incorporated in this letter agreement.
By signing below, you represent that your performance of services to Frontier will not violate any duty which you may have to any other person or entity (such as a present or former employer), including obligations concerning providing services (whether or not competitive) to others or confidentiality of proprietary information, and you agree that you will not do anything in the performance of services hereunder that would violate any such duty.
Notwithstanding any of the above, your employment with Frontier is “at will”. This means that it can be terminated by you or by Frontier at any time, with or without advance notice, and for any or no
| Frontier Airlines, Inc. 4545 Airport Way Denver, Colorado 80239 | |||||||
particular reason or cause. It also means that your job duties, title and responsibility and reporting level, work schedule, compensation and benefits, as well as Frontier’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of Frontier.
This letter agreement shall be interpreted and construed in accordance with Colorado law without regard to any conflicts of laws principles. While other terms and conditions of your employment may change in the future, the at-will nature of your employment may not be changed, except in a subsequent written agreement, signed by you and the Chief Executive Officer of Frontier. Any prior or contemporaneous representations (whether oral or written) not contained in this letter agreement that may have been made to you will be expressly cancelled and superseded by this letter agreement.
Please sign and date this letter agreement and return it to me by email at steve.schuller@flyfrontier.com by Friday, August 29, 2025 if you wish to accept employment by Frontier under the terms described above, failing which the offer made by our submission of this letter agreement will expire at the close of business in Denver, Colorado on such date. If you accept this offer by signing a counterpart and returning it to the undersigned as thus described, this letter agreement shall constitute the complete agreement between you and Frontier with respect to the terms and conditions of your employment.
We look forward to a productive and enjoyable work relationship.
Sincerely,
Steven C. Schuller SVP, Human Resources
I agree with and accept the foregoing terms.
Exhibit 31.1
CERTIFICATION
I, Barry L. Biffle, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Frontier Group Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: November 5, 2025 | /s/ Barry L. Biffle | ||||||||||
| Barry L. Biffle | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Mark C. Mitchell, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Frontier Group Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: November 5, 2025 | /s/ Mark C. Mitchell | ||||||||||
| Mark C. Mitchell | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Frontier Group Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 5, 2025 | /s/ Barry L. Biffle | ||||||||||||
| Barry L. Biffle | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Frontier Group Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 5, 2025 | /s/ Mark C. Mitchell | ||||||||||||
| Mark C. Mitchell | ||||||||||||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||