JetBlue (NASDAQ: JBLU) tech chief gets shares as RSUs vest

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Form Type

Rhea-AI Filing Summary

JetBlue Airways Chief Digital & Tech Officer Carol Ann Clements reported routine equity compensation activity tied to vesting of stock awards. On April 10, 2026, restricted stock units representing 35,361 shares of common stock vested, and she received an equal number of shares. Performance stock units granted on April 11, 2023 also vested based on performance goals, resulting in an additional 24,752 common shares issued.

To satisfy tax obligations at a market price of $4.93 per share, a total of 33,243 shares was automatically withheld and returned to JetBlue in accordance with company policy for RSU vesting in the United States. After these transactions, Clements directly holds 185,896 shares of JetBlue common stock.

Insider Trade Summary

Net Buyer: 26,870 shares

Net Buy 5 txns

Insider Clements Carol Ann

Role Chief Digital & Tech Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	35,361	$0.00	$0.00
Exercise	Common Stock	35,361	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	19,555	$4.93	$96K
Exercise	Common Stock	24,752	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	13,688	$4.93	$67K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 185,896 shares (Direct)

Footnotes (4)

F1. Upon vesting, the Reporting Person is entitled to receive one share of common stock for each restricted stock unit.
F2. These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in accordance with JetBlue policy for all RSU vesting of RSU eligible employees in the United States.
F3. Represents shares of common stock issued to the Reporting Person upon vesting of Performance Stock Units (PSUs) granted on April 11, 2023, based on achievement of applicable performance goals over a three-year period ending December 31, 2025.
F4. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of April 11, 2023.

Key Figures

RSU shares vested: 35,361 shares PSU shares vested: 24,752 shares Shares withheld for taxes: 33,243 shares +2 more

5 metrics

RSU shares vested 35,361 shares Restricted Stock Units converting to common stock on April 10, 2026

PSU shares vested 24,752 shares Common shares issued from Performance Stock Units granted April 11, 2023

Shares withheld for taxes 33,243 shares Automatically withheld and returned to JetBlue to cover tax obligations

Tax withholding price $4.93 per share Price used for shares withheld on April 10, 2026

Post-transaction holdings 185,896 shares JetBlue common stock directly owned after all reported transactions

Key Terms

Restricted Stock Units, Performance Stock Units (PSUs), tax obligations, vesting

4 terms

Restricted Stock Units financial

"Upon vesting, the Reporting Person is entitled to receive one share of common stock for each restricted stock unit."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Units (PSUs) financial

"Represents shares of common stock issued to the Reporting Person upon vesting of Performance Stock Units (PSUs) granted on April 11, 2023..."

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

tax obligations financial

"These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting..."

vesting financial

"The restricted stock units vest in equal annual installments over a three year period..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/14/2026 - 05:18 PM

FAQ

What did JetBlue (JBLU) executive Carol Ann Clements report in this Form 4?

She reported vesting of stock awards that converted into JetBlue common shares. The filing shows RSUs and PSUs vesting into 60,113 shares, with some shares withheld to cover tax obligations.

How many JetBlue (JBLU) shares did Carol Ann Clements receive from RSU vesting?

She received 35,361 JetBlue common shares from restricted stock units. Each RSU converts into one common share upon vesting, reflecting part of her equity-based compensation package at the airline.

What are the performance stock units mentioned in the JetBlue (JBLU) Form 4?

Performance stock units are awards that convert into shares only if performance goals are met. PSUs granted on April 11, 2023 vested based on goals through December 31, 2025, issuing 24,752 JetBlue common shares.

Why were some JetBlue (JBLU) shares withheld in Carol Ann Clements’ transactions?

JetBlue automatically withheld 33,243 shares to cover tax obligations when RSUs and PSUs vested. These withheld shares were returned to JetBlue under its standard policy for U.S. employees with RSU vesting.

How many JetBlue (JBLU) shares does Carol Ann Clements hold after these transactions?

Following the vesting and tax-withholding entries, she directly holds 185,896 JetBlue common shares. This reflects her post-transaction stake as reported in the Form 4 insider filing.

Was there an open-market buy or sell of JetBlue (JBLU) shares in this Form 4?

No open-market purchases or sales are shown. The Form 4 reflects stock awards vesting and automatic share withholding for taxes, not discretionary market trades by the executive.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clements Carol Ann

(Last)

(First)

(Middle)

JETBLUE AIRWAYS

27-01 QUEENS PLAZA NORTH

(Street)

LONG ISLAND CITY

NEW YORK

11101

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
JETBLUE AIRWAYS CORP [ JBLU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Digital & Tech Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026		M		35,361	A	⁽¹⁾	194,387	D
Common Stock	04/10/2026		F		19,555⁽²⁾	D	$4.93	174,832	D
Common Stock	04/10/2026		M		24,752⁽³⁾	A	$0	199,584	D
Common Stock	04/10/2026		F		13,688⁽²⁾	D	$4.93	185,896	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/10/2026		M			35,361	⁽⁴⁾	⁽⁴⁾	Common Stock	35,361	⁽¹⁾	0	D

Explanation of Responses:

1. Upon vesting, the Reporting Person is entitled to receive one share of common stock for each restricted stock unit.

2. These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in accordance with JetBlue policy for all RSU vesting of RSU eligible employees in the United States.

3. Represents shares of common stock issued to the Reporting Person upon vesting of Performance Stock Units (PSUs) granted on April 11, 2023, based on achievement of applicable performance goals over a three-year period ending December 31, 2025.

4. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of April 11, 2023.

Remarks:

	/s/ Shannon Collins, as Attorney-in-Fact	04/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR