Frontier Group Holdings, Inc.
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PART I
ITEM 1. BUSINESS
Overview
Frontier Group Holdings, Inc. is the parent company of Frontier Airlines, Inc. (“Frontier” or “the Company”), an ultra low-cost carrier. We are headquartered in Denver, Colorado and offer flights throughout the United States and to select near international destinations in the Americas. As of December 31, 2025, we had a fleet of 176 Airbus single-aisle aircraft, consisting of 6 A320ceos, 89 A320neos, 21 A321ceos and 60 A321neos. Our unique strategy is underpinned by our low-cost structure and superior low-fare brand.
Our Business Model
Our business model is based on our unique ULCC strategy and customer offerings. While our strategy is similar to the business models utilized by other ULCCs, including with respect to low-cost structure, low fares and flexible optional services, we believe our strategy differentiates us from other ULCCs as a result of our focus on delivering a family-friendly customer experience with a more upscale look and feel than traditionally experienced on ULCCs globally. From the perspective of our customers, our business model provides a product offering that combines low-cost fares with dependable customer service, a customer-friendly digital platform, a modern fleet, comfortable cabin seating, a rewarding frequent flyer program, flexible optional and bundled services, and operational integrity. Additionally, our A320neo family fleet, along with our use of high-density seating configuration and weight-saving initiatives, have contributed to Frontier having the most fuel-efficient fleet of all major U.S. carriers when measured by available seat miles (“ASMs”) per fuel gallon consumed during the year ended December 31, 2025, which helps us maintain our low-cost structure.
Our Competitive Strengths & Our Business Strategy
Our goal is to offer the most attractive option for air travel with a compelling combination of value, product and service, and, in doing so, to grow profitably and enhance our position among U.S. airlines. Through the key elements of our business strategy, we seek to achieve:
Low Unit Costs. Our low-cost structure, built around low aircraft ownership cost, fuel efficiency and low operational costs, is our key strategic advantage. We intend to strengthen and maintain our low unit costs, including by:
•maintaining high utilization levels, deploying our capacity where demand is highest;
•utilizing new generation, fuel-efficient aircraft that deliver lower operating costs compared to prior generation aircraft;
•increasing the average size and seat capacity of the aircraft in our fleet through the continued introduction and operation of 240-seat A321neo aircraft;
•utilizing a low-cost distribution model, with our services primarily sold through direct distribution channels including our website, mobile app and contact centers;
•maintaining a highly productive workforce and third-party specialist providers;
•outsourcing certain functions, such as customer contact centers, lost bag services, ground handling services and catering services; and
•taking a disciplined approach to our operational performance in order to reduce disruption.
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Delivering Industry-Leading Values at Low Fares. To enhance our brand and support measured and sustainable growth, we are focused on strengthening our position as a high-value, low-fare carrier by delivering a higher-quality customer experience than traditionally associated with ultra-low-fare airlines while maintaining our structural cost advantage. Our strategy centers on fleet and network optimization, disciplined cost management, operational reliability, and the continued development of customer loyalty through the following priorities:
•optimizing fleet utilization and network efficiency by focusing on fleet deployment and network planning initiatives to maximize aircraft utilization and align capacity with demand patterns;
•strengthening our cost advantage through disciplined expense management largely from network optimization, operational productivity enhancements and other efficiencies across the business;
•enhancing operational reliability by reducing cancellations and improving on-time performance and overall operational consistency through network planning discipline, operational initiatives, employee engagement and technology enhancements; and
•maturing customer loyalty by continuing to expand and refine our loyalty platforms, including FRONTIER Miles, our co-brand credit card partnership, GoWild! All-You-Can-Fly Pass and Discount Den membership. In addition, premium seating options, including planned First Class Seating (“First Seats”) seating by the end of 2026 and planned offering of onboard Wi-Fi by the end of 2027, are intended to support customer loyalty, broaden appeal across traveler segments and create additional ancillary revenue opportunities while preserving our low-fare foundation.
In addition to these priorities, we continue investing in digital capabilities such as an upgraded website and mobile app, environmental efficiency and brand initiatives intended to strengthen our position as a differentiated value airline while maintaining the economic discipline that underpins our low-fare model.
Strong Growth Driven by an Expanding and Efficient Network. We strategically focus on routes where we believe our business model will stimulate demand and allow for stable growth. This strategy has historically supported more consistent revenue performance throughout the year, improved utilization, lower unit costs, increased revenues and enhanced profitability. We intend to continue to utilize our disciplined and methodical approach to expand our network in an efficient manner, including by:
•strategically deploying our capacity in high-volume markets that deliver stronger and more consistent revenue performance across the year;
•continuing to take advantage of opportunities in overpriced and/or underserved markets across the United States and select international destinations in the Americas;
•leveraging our diverse geographic footprint and existing crew and maintenance base infrastructure to take advantage of lower-risk network growth opportunities while maintaining high operational standards;
•utilizing our low-cost structure to offer low fares which organically drive growth through market stimulation, focusing on what we believe are the most profitable opportunities where our cost differential drives the largest competitive advantage;
•enhancing our out-and-back scheduling approach, which we believe will help drive improved efficiencies and operational recoverability, as well as reduce crew travel costs; and
•continuing to rebalance our network to mitigate seasonal fluctuations in our results and discontinue underperforming routes.
Our Talented ULCC Leadership Team. Our management team has extensive day-to-day experience operating ULCCs and other airlines.
•James G. Dempsey, our Chief Executive Officer and President, previously served as our Executive Vice President and Chief Financial Officer, and as Treasurer and Head of Investor Relations for Ryanair;
•Mark C. Mitchell, our Senior Vice President and Chief Financial Officer, previously served as our Vice President, Finance and Investor Relations, as well as our Chief Accounting Officer, and prior to that, served in various leadership capacities for Starwood Hotels and Resorts Worldwide and Starwood Vacation Ownership;
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•Howard M. Diamond, our Executive Vice President, Legal and Corporate Affairs and Corporate Secretary, previously served as Vice President, General Counsel and Corporate Secretary for Thales USA;
•Robert A. Schroeter, our Senior Vice President, Chief Commercial Officer, previously served as Senior Vice President, Chief Marketing Officer for Spirit Airlines;
•Jeff Mathew, our Chief Information Officer, previously served as Chief Operating Officer at Accelya Group and Senior Vice President of Operations at Farelogix and various positions within the airlines industry;
•Trevor J. Stedke, our Senior Vice President, Operations, previously served as Vice President, Aircraft Technical Operations for Southwest Airlines;
•Steve C. Schuller, our Senior Vice President, Human Resources, previously served as our Vice President, Human Resources, and prior to that, served as Vice President of Talent and Chief Learning Officer for Catapult Health; and
•Alex Clerc, our Senior Vice President, Customers, previously worked as a Senior Expert with McKinsey & Company in their Transport and Travel Practice, served as Chief Operating Officer for Interjet Airlines and worked in leadership positions for multiple other airlines.
Strong Liquidity and Capital Structure. We intend to maintain our strong capital structure, which enables us to obtain financing for our aircraft pursuant to attractive operating leases, in order to support our growth strategies and the expansion of our fleet and network.
As of December 31, 2025, our total available liquidity was $874 million, consisting of $654 million in unrestricted cash and cash equivalents and $220 million from the undrawn revolving line of credit (the “Revolving Loan Facility”), and our capital structure was comprised of the following (please refer to “Notes to Consolidated Financial Statements — Note 7. Debt”):
•$348 million of the available $391 million under our multiple pre-delivery deposit (“PDP”) credit facilities, which consists of the PDP Financing Facility, the Second PDP Financing Facility and the Third PDP Financing Facility, each as defined within “Notes to Consolidated Financial Statements — Note 7. Debt” (together, the “Pre-delivery Credit Facilities”), for the financing of PDP payments for our A320neo family aircraft purchase agreement;
•$105 million under the class A-1 enhanced equipment trust certificates and related equipment notes (the “2025-1 EETCs”);
•$101 million from our pre-purchased miles facility; and
•$66 million in unsecured loans as part of our participation in the payroll support programs under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).
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Our Fares and the Choices We Offer
We provide low-fare passenger airline service primarily to leisure travelers. Our low fares are designed to stimulate demand from price-sensitive travelers and consist of a base fare, plus taxes and governmental fees.
We combine our low fares with flexible optional services for an additional cost. Such additional options include carry-on and checked baggage, advance seat selection, our extended-legroom premium seats, guaranteed empty middle seats in certain rows, First Class seating in the first two rows beginning in 2026, free priority boarding for our loyalty members and bundle customers, and ticket changes and cancellations, as well as bundled options combining various optional services. We also promote and sell products in-flight to enhance the customer experience. We offer a convenient onboard payment system that enables customers to bundle products together to save money, make multiple purchases with a single credit card transaction and provide gratuities to our flight attendants. We reward our repeat customers through our FRONTIER Miles frequent flyer program and also offer our Discount Den membership program, which provides subscribers with exclusive access to some of our lowest fares as well as access to our Kids Fly Free program. We also offer the GoWild! All-You-Can-Fly Pass, which allows members unlimited travel for a specified period of time for a base fare of $0.01 per flight, subject to certain restrictions. In addition to enhancing the customer experience, these offerings have helped increase our ancillary revenues from $60.55 per passenger in 2021 to $67.57 per passenger in 2025. Our other revenues also include services such as our FRONTIER Miles affinity credit card program and commissions revenue from the sale of items such as rental cars and hotels.
The following table represents our revenue, on a per-passenger basis for the periods presented:
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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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, 2025, which was filed with the SEC on February 18, 2026 (the “2025 Annual Report”).
Recent Developments
Macroeconomic Conditions. In February 2026, the Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not give the President the authority to impose tariffs and therefore any tariffs imposed by President Trump under the IEEPA were not authorized. Subsequently, the Trump Administration imposed a new 10% across-the-board surcharge on imports. Additionally, effective September 2025, the United States and European Union reached a trade agreement. The agreement, among other changes, included an exemption on tariffs for aircraft and aircraft parts. We continue to monitor the situation and the related impacts to our business.
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.
Recent geopolitical tensions and military conflict in the Middle East, including developments involving Iran, have contributed to volatility in global energy markets. Higher crude oil prices can increase our jet fuel costs, which we experienced during the three months ended March 31, 2026. In addition, related instability may create supply chain challenges affecting aircraft parts and other operational inputs. Continued uncertainty or further escalation could pressure our operating costs and negatively affect our financial performance. 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, and aircraft technicians regarding their next labor contracts. Please refer to “Notes to Condensed Consolidated Financial Statements — 8. Commitments and Contingencies” for additional information.
Legal/Regulatory. During 2025, we obtained 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. We established reserves for certain fees subject to the assessment where we believe a loss for this matter is probable and estimable and we are contesting the assessment.
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We previously received an immaterial audit assessment from the U.S. Transportation Security Administration (the “TSA”) that covered the third quarter of 2016 through the fourth quarter of 2018 and related to the remittance of TSA fees where flight credits expired unused (the “2016-2018 Audit”). We appealed this assessment to the United States Tenth Circuit Court of Appeals. In addition, we are under audit by the TSA for the period from the fourth quarter of 2019 through the fourth quarter of 2022 (the “2019-2022 Audit”). In April 2026, we lost our appeal regarding the 2016-2018 Audit and received a preliminary assessment for the 2019-2022 Audit in the amount of $42 million, which mainly covered remittance of TSA fees where flight credits expired unused as well as for other passengers that purchased tickets and did not travel. As of March 31, 2026, we recorded an additional estimated liability of $77 million (the “TSA Reserve”), which is largely related to remittance of TSA fees for passengers that purchased tickets and did not travel and is included in other current liabilities and other long-term liabilities on our condensed consolidated balance sheets and in passenger revenues within our condensed consolidated statements of operations. We could be subject to further TSA audit examinations and resulting assessments.
Fleet. In March 2026, we entered into an agreement (the “Early Return Agreement”) to terminate the leases associated with 24 A320neo aircraft, expected to be completed by the second quarter of 2026. For the three months ended March 31, 2026, we recognized $139 million of operating expenses related to the Early Return Agreement, which includes one-time charges for lease return costs and costs related to the write-off of non-recoverable capitalized prepaid maintenance and accelerated depreciation of capitalized maintenance. Please refer to “Notes to Condensed Consolidated Financial Statements — 6. Operating Leases” for additional information.
Overview
The following table provides select financial and operational information for the three months ended March 31, 2026 and 2025 (in millions):
| Three Months Ended March 31, | Change | |||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||
| Total operating revenues | $ | 992 | $ | 912 | 9 | % | ||||||||||||||||
| Total operating expenses | $ | 1,275 | $ | 958 | 33 | % | ||||||||||||||||
| Pre-tax income (loss) | $ | (281) | $ | (40) | 603 | % | ||||||||||||||||
| Adjusted pre-tax income (loss) | $ | (69) | $ | (40) | 73 | % | ||||||||||||||||
| Available seat miles (“ASMs”) | 9,809 | 9,949 | (1) | % | ||||||||||||||||||
| Earnings (loss) per share, diluted | $ | (1.18) | $ | (0.19) | 521 | % | ||||||||||||||||
Revenues
Total operating revenues for the three months ended March 31, 2026 totaled $992 million, an increase of 9% compared to the three months ended March 31, 2025. Revenue per available seat mile (“RASM”), increased by 10% driven by a 2% increase in total revenue per passenger as compared to the corresponding prior year period, alongside a 3.5-point increase in load factor. Capacity, as measured by ASMs, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, decreased by 1%.
Adjusted RASM, a non-GAAP measure, increased from $9.17 during the three months ended March 31, 2025 to $10.86 during the three months ended March 31, 2026. For the three months ended March 31, 2026, this excludes the impact of $73 million related to the TSA Reserve associated with prior periods. There were no adjustments for the three months ended March 31, 2025.
Operating Expenses
Total operating expenses during the three months ended March 31, 2026 increased to $1,275 million, resulting in a cost per available seat mile (“CASM”) of 13.00¢, an increase of 35%, as compared to the three months ended March 31, 2025. Fuel expense for the three months ended March 31, 2026 was $30 million higher than the
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corresponding prior year period. The 13% increase in fuel expense for the three months ended March 31, 2026 was primarily driven by the 13% increase in fuel cost per gallon.
Our non-fuel expenses increased by 40% during the three months ended March 31, 2026, as compared to the corresponding prior year period, driven primarily by expenses related to the Early Return Agreement, higher rent expense due to increased lease return costs and larger fleet, and higher employee costs. CASM (excluding fuel), a non-GAAP measure, increased 42% to 10.27¢, on a 1% decrease in capacity, for the three months ended March 31, 2026, as compared to the corresponding prior year period, due to the aforementioned drivers of increased non-fuel expenses.
Adjusted CASM (excluding fuel), a non-GAAP measure, increased from 7.24¢ for the three months ended March 31, 2025 to 8.85¢ for the three months ended March 31, 2026. For the three months ended March 31, 2026, this excludes the impact of $139 million in expenses relating to the Early Return Agreement. There were no adjustments for the three months ended March 31, 2025.
Net Income (Loss)
We generated a net loss of $272 million during the three months ended March 31, 2026, compared to net loss of $43 million for the three months ended March 31, 2025. Considering the aforementioned non-GAAP adjustments and related $8 million of tax impacts, our adjusted net loss, a non-GAAP measure, was $68 million for the three months ended March 31, 2026. There were no non-GAAP adjustments for the three months ended March 31, 2025.
For the reconciliation to the corresponding GAAP measures of the aforementioned non-GAAP adjusted measures, see “Results of Operations — “Reconciliation of GAAP to Non-GAAP Financial Data.”, “Reconciliation of Passenger Revenue to Adjusted Passenger Revenue”, 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 March 31, 2026, our total available liquidity was $974 million, consisting of $754 million of unrestricted cash and cash equivalents and availability under our revolving line of credit (the “Revolving Loan Facility”).
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Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Operating Revenues
Three Months Ended March 31, | Change | |||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||
| Operating revenues ($ in millions): | ||||||||||||||||||||||
| Passenger | $ | 952 | $ | 884 | $ | 68 | 8 | % | ||||||||||||||
| Other | 40 | 28 | 12 | 43 | % | |||||||||||||||||
| Total operating revenues | $ | 992 | $ | 912 | $ | 80 | 9 | % | ||||||||||||||
| Operating statistics: | ||||||||||||||||||||||
| ASMs (millions) | 9,809 | 9,949 | (140) | (1) | % | |||||||||||||||||
| Revenue passenger miles (“RPMs”) (millions) | 7,686 | 7,454 | 232 | 3 | % | |||||||||||||||||
| Average stage length (miles) | 899 | 925 | (26) | (3) | % | |||||||||||||||||
| Load factor | 78.4% | 74.9% | 3.5 pts | N/A | ||||||||||||||||||
| RASM (¢) | 10.11 | 9.17 | 0.94 | 10 | % | |||||||||||||||||
| Total ancillary revenue per passenger ($) | 65.24 | 71.72 | (6.48) | (9) | % | |||||||||||||||||
| Total revenue per passenger ($) | 119.17 | 116.33 | 2.84 | 2 | % | |||||||||||||||||
Adjusted RASM (¢)(a) | 10.86 | 9.17 | 1.69 | 18 | % | |||||||||||||||||
Adjusted total ancillary revenue per passenger ($)(a) | 72.50 | 71.72 | 0.78 | 1 | % | |||||||||||||||||
Adjusted total revenue per passenger ($)(a) | 127.95 | 116.33 | 11.62 | 10 | % | |||||||||||||||||
| Passengers (thousands) | 8,324 | 7,839 | 485 | 6 | % | |||||||||||||||||
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(a)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 GAAP to Non-GAAP Financial Data.”
Total operating revenue increased $80 million, or 9%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Revenue was favorably impacted by the 10% increase in RASM, driven by a 2% increase in total revenue per passenger as compared to the corresponding prior year period, alongside a 3.5-point increase in load factor. Revenue was unfavorably impacted by $77 million related to the TSA Reserve during the three months ended March 31, 2026. In addition, capacity, as measured by ASMs, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, decreased by 1% primarily due to a 12% decrease in average daily aircraft utilization partially offset by the 14% increase in average aircraft in service.
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Operating Expenses
Three Months Ended March 31, | Change | Cost per ASM | Change | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
Operating expenses ($ in millions):(a) | ||||||||||||||||||||||||||||||||||||||
| Aircraft fuel | $ | 268 | $ | 238 | $ | 30 | 13 | % | 2.73 | ¢ | 2.39 | ¢ | 14 | % | ||||||||||||||||||||||||
| Salaries, wages and benefits | 271 | 249 | 22 | 9 | % | 2.76 | 2.50 | 10 | % | |||||||||||||||||||||||||||||
| Aircraft rent | 265 | 161 | 104 | 65 | % | 2.70 | 1.62 | 67 | % | |||||||||||||||||||||||||||||
| Station operations | 192 | 180 | 12 | 7 | % | 1.96 | 1.81 | 8 | % | |||||||||||||||||||||||||||||
| Maintenance, materials and repairs | 142 | 51 | 91 | 178 | % | 1.45 | 0.51 | 184 | % | |||||||||||||||||||||||||||||
| Sales and marketing | 43 | 41 | 2 | 5 | % | 0.44 | 0.41 | 7 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 62 | 20 | 42 | 210 | % | 0.63 | 0.20 | 215 | % | |||||||||||||||||||||||||||||
| Other operating | 32 | 18 | 14 | 78 | % | 0.33 | 0.19 | 74 | % | |||||||||||||||||||||||||||||
| Total operating expenses | $ | 1,275 | $ | 958 | $ | 317 | 33 | % | 13.00 | ¢ | 9.63 | ¢ | 35 | % | ||||||||||||||||||||||||
| Operating statistics: | ||||||||||||||||||||||||||||||||||||||
| ASMs (millions) | 9,809 | 9,949 | (140) | (1) | % | |||||||||||||||||||||||||||||||||
| Average stage length (miles) | 899 | 925 | (26) | (3) | % | |||||||||||||||||||||||||||||||||
| Passengers (thousands) | 8,324 | 7,839 | 485 | 6 | % | |||||||||||||||||||||||||||||||||
| Departures | 51,893 | 51,358 | 535 | 1 | % | |||||||||||||||||||||||||||||||||
CASM (excluding fuel) (¢)(b) | 10.27 | 7.24 | 3.03 | 42 | % | |||||||||||||||||||||||||||||||||
Adjusted CASM (excluding fuel) (¢)(b) | 8.85 | 7.24 | 1.61 | 22 | % | |||||||||||||||||||||||||||||||||
| Fuel cost per gallon ($) | 2.88 | 2.55 | 0.33 | 13 | % | |||||||||||||||||||||||||||||||||
| Fuel gallons consumed (thousands) | 92,962 | 93,212 | (250) | — | % | |||||||||||||||||||||||||||||||||
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(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 GAAP to Non-GAAP Financial Data.”
Aircraft Fuel. Aircraft fuel expense increased by $30 million, or 13%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was due to a 13% increase in fuel cost per gallon.
Salaries, Wages and Benefits. Salaries, wages and benefits expense increased by $22 million, or 9%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to higher crew costs, as compared to the corresponding prior year period.
Aircraft Rent. Aircraft rent expense increased by $104 million, or 65%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to additional lease return expense, in part related to the Early Return Agreement, and a larger fleet.
Station Operations. Station operations expense increased by $12 million, or 7%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to an increase in airport cost sharing arrangements and a 6% increase in passengers.
Maintenance, Materials and Repairs. Maintenance, materials and repair expense increased by $91 million, or 178%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase was primarily due to the write-off on non-recoverable prepaid maintenance balances related to the Early Return Agreement and the 14% increase in average aircraft in service, which resulted in higher aircraft repair and materials costs.
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Sales and Marketing. Sales and marketing expense increased by $2 million, or 5%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to an increase in credit card fees, partially offset by a decrease in third-party distribution channel fees. The following table presents our distribution channel mix:
Three Months Ended March 31, | Change | |||||||||||||||
| Distribution Channel | 2026 | 2025 | ||||||||||||||
Our website, mobile app and other direct channels | 69 | % | 74 | % | (5) | pt | ||||||||||
Third-party channels | 31 | % | 26 | % | 5 | pt | ||||||||||
Depreciation and Amortization. Depreciation and amortization expense increased by $42 million, or 210%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to the accelerated depreciation on capitalized maintenance costs related to the Early Return Agreement and the increase in capitalized maintenance depreciation due to our growing fleet.
Other Operating Expense. Other operating expenses increased by $14 million, or 78%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase was primarily driven by the decrease in sale-leaseback gains, as a result of 7 aircraft inductions compared to 4 aircraft inductions and 2 engine inductions in the corresponding prior year period subject to sale-leaseback transactions, and an increase in travel costs.
Other Income (Expense). Other income decreased by $4 million, or 67%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was primarily due to increased interest expense, driven by higher principal balances on our debt from the addition of the class A-1 enhanced equipment trust certificates (the “2025-1 EETCs”) and decreased interest income from lower interest rates on interest-bearing cash accounts.
Income Taxes. Our effective tax rate for the three months ended March 31, 2026 was a benefit of 3.2%, compared to an expense of 7.5% for the three months ended March 31, 2025, on pre-tax loss for each of the respective periods. The primary difference between the effective tax rate and the federal statutory rate for the three months ended March 31, 2026 was related to the increase in our valuation allowance relating to U.S. federal and state net operating loss. Please refer to “Notes to Condensed Consolidated Financial Statements — 10. Income Taxes” for additional information.
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Reconciliation of GAAP to Non-GAAP Financial Data
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| ($ in millions) | Per ASM (¢) | ($ in millions) | Per ASM (¢) | ||||||||||||||||||||
Non-GAAP financial data:(a) | |||||||||||||||||||||||
| RASM | 10.11 | 9.17 | |||||||||||||||||||||
TSA Reserve(b) | 73 | 0.75 | — | — | |||||||||||||||||||
Adjusted RASM (¢)(c) | 10.86 | 9.17 | |||||||||||||||||||||
| CASM | 13.00 | 9.63 | |||||||||||||||||||||
| Aircraft fuel | (268) | (2.73) | (238) | (2.39) | |||||||||||||||||||
CASM (excluding fuel)(d) | 10.27 | 7.24 | |||||||||||||||||||||
Early Return Agreement(e) | (139) | (1.42) | — | — | |||||||||||||||||||
Adjusted CASM (excluding fuel)(d) | 8.85 | 7.24 | |||||||||||||||||||||
| Aircraft fuel | 268 | 2.73 | 238 | 2.39 | |||||||||||||||||||
Adjusted CASM(f) | 11.58 | 9.63 | |||||||||||||||||||||
| Net interest expense (income) | (2) | (0.02) | (6) | (0.07) | |||||||||||||||||||
Adjusted CASM + net interest(g) | 11.56 | 9.56 | |||||||||||||||||||||
| CASM | 13.00 | 9.63 | |||||||||||||||||||||
| Net interest expense (income) | (2) | (0.02) | (6) | (0.07) | |||||||||||||||||||
CASM + net interest(g) | 12.98 | 9.56 | |||||||||||||||||||||
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(a)Revenue and cost per ASM figures may not recalculate due to rounding.
(b)We received a court ruling relating to the remittance of TSA fees for unused travel covering the 2016-2018 Audit that resulted in a $73 million charge, the TSA Reserve, that covers probable losses in prior years subject to audit that were recorded during the three months ended March 31, 2026. See “Notes to the Condensed Consolidated Financial Statements — 8. Commitments and Contingencies” and “Reconciliation of Passenger Revenue to Adjusted Passenger Revenue” for additional information.
(c)Adjusted RASM is included as a supplemental disclosure because we believe it is a useful metric to properly compare our revenue performance to our peers, as RASM metrics 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 RASM 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.
(d)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.
(e)We entered into the Early Return Agreement to early terminate the leases associated with 24 A320neo aircraft and as a result incurred non-recurring charges of $139 million in the first quarter of 2026. The $139 million includes $73 million related to the write-off of non-recoverable capitalized prepaid maintenance balances recorded in maintenance, materials and repairs; $37 million of accelerated depreciation expense related to the remeasurement of useful lives of capitalized maintenance; $35 million of lease return costs recorded in aircraft rent and $(6) million of a reversal of previously accrued lease return costs. See “Notes to Condensed Consolidated Financial Statements — 6. Operating Leases” for additional information.
(f)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
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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.
(g)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.
Reconciliation of Passenger Revenue to Adjusted Passenger Revenue
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| ($ in millions) | Per Passenger $ | ($ in millions) | Per Passenger $ | ||||||||||||||||||||
Non-GAAP Revenue per Passenger:(a)(b) | |||||||||||||||||||||||
Fare revenue: | 449 | 53.93 | 350 | 44.61 | |||||||||||||||||||
| TSA Reserve | 13 | 1.52 | — | — | |||||||||||||||||||
Adjusted fare revenue:(c) | 462 | 55.45 | 350 | 44.61 | |||||||||||||||||||
Non-fare passenger revenue: | 503 | 60.45 | 534 | 68.15 | |||||||||||||||||||
| TSA Reserve | 60 | 7.26 | — | — | |||||||||||||||||||
Adjusted non-fare revenue:(c) | 563 | 67.71 | 534 | 68.15 | |||||||||||||||||||
| Other revenue: | 40 | 4.79 | 28 | 3.57 | |||||||||||||||||||
| TSA Reserve | — | — | — | ||||||||||||||||||||
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-06-05 | Schuller Steve | SVP, Human Resources | Sell | -10,000 | $6.00 | -$60,011 |
| 2026-06-02 | Clerc Alexandre | SVP, Customers | Sell | -5,060 | $5.93 | -$30,006 |
| 2026-05-21 | Wetzel Josh A | VP & CAO | Sell | -13,500 | $4.75 | -$64,133 |
| 2026-05-07 | Stedke Trevor J. | Sr. Vice President, Operations | Sell | -83,110 | $5.41 | -$449,633 |
Source: SEC Form 4 filings.
Next expected filings
- ~2026-08-09 10-Q expected by 2026-08-17 (in 46 days)
- ~2026-11-09 10-Q expected by 2026-11-17 (in 138 days)
- ~2027-02-17 10-K expected by 2027-02-26 (in 238 days)
- ~2027-05-09 10-Q expected by 2027-05-17 (in 319 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-06-12 8-K Officer/Director Change
- 2026-05-05 8-K Earnings Release; Financial Statements and Exhibits
- 2026-05-05 10-Q Quarterly Report
- 2026-03-17 8-K Material Agreement Entered; Costs Associated with Exit
- 2026-02-18 10-K Annual Report
- 2026-02-11 8-K Earnings Release; Financial Statements and Exhibits
- 2026-02-09 8-K Officer/Director Change; Financial Statements and Exhibits
- 2026-01-08 8-K Earnings Release; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-12-15 8-K Earnings Release; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-11-05 10-Q Quarterly Report
- 2025-11-05 8-K Earnings Release; Financial Statements and Exhibits
- 2025-08-05 10-Q Quarterly Report
- 2025-08-05 8-K Earnings Release; Financial Statements and Exhibits
- 2025-05-13 8-K Officer/Director Change
- 2025-05-01 10-Q Quarterly Report