JetBlue (JBLU) tech chief’s RSUs vest as shares withheld for taxes

Rhea-AI Filing Summary

JetBlue Airways’ Chief Digital & Tech Officer Carol Ann Clements reported RSU vesting and related share movements. On February 20, 2026, 31,421 restricted stock units were exercised and converted into 31,421 shares of common stock at a stated price of $0.00 per share. Of these, 13,496 shares of common stock were automatically withheld and returned to JetBlue at $5.91 per share to cover tax obligations upon RSU vesting, consistent with company policy. After these transactions, Clements directly owned 137,043 shares of JetBlue common stock. The restricted stock units vest in equal annual installments over a three-year period from a vesting commencement date of February 22, 2024.

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

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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 NY 11101

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		M		31,421	A	(1)	150,539	D
Common Stock	02/20/2026		F		13,496(2)	D	$5.91	137,043	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/20/2026		M			31,421	(3)	(3)	Common Stock	31,421	(1)	31,421	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. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 22, 2024.

Remarks:

	/s/ Shannon Collins, as Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did JetBlue (JBLU) report for Carol Ann Clements?

JetBlue reported that Chief Digital & Tech Officer Carol Ann Clements had 31,421 restricted stock units vest and convert into 31,421 common shares. Of these, 13,496 shares were automatically withheld and returned to JetBlue to satisfy tax obligations related to the RSU vesting.

How many JetBlue (JBLU) shares does Carol Ann Clements own after this Form 4?

After the reported RSU vesting and tax withholding transactions, Carol Ann Clements directly owns 137,043 shares of JetBlue common stock. This figure reflects the net position following the conversion of 31,421 RSUs and the withholding of 13,496 shares for tax purposes.

Were the JetBlue (JBLU) shares disposed of by Carol Ann Clements an open-market sale?

No, the 13,496 JetBlue shares were not an open-market sale. They were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in line with JetBlue’s policy for RSU-eligible employees in the United States, as described in the filing footnotes.

At what price were JetBlue (JBLU) shares withheld for Carol Ann Clements’ taxes?

The 13,496 JetBlue common shares withheld to cover tax obligations were valued at $5.91 per share. These shares were automatically returned to JetBlue as payment for tax liabilities arising from the vesting of restricted stock units on February 20, 2026.

How do Carol Ann Clements’ JetBlue (JBLU) restricted stock units vest over time?

Carol Ann Clements’ restricted stock units vest in equal annual installments over a three-year period. The vesting schedule is measured from a vesting commencement date of February 22, 2024, with each vested RSU entitling her to receive one share of JetBlue common stock.

What does the RSU-to-share conversion mean in JetBlue (JBLU) Form 4?

The Form 4 states that upon vesting, Carol Ann Clements is entitled to receive one JetBlue common share for each restricted stock unit. On February 20, 2026, 31,421 RSUs vested and were converted into 31,421 common shares at a stated price of $0.00 per share.