JetBlue (JBLU) CEO converts RSUs; shares withheld to cover tax obligations

Rhea-AI Filing Summary

JetBlue Airways CEO Joanna Geraghty reported an equity compensation event involving restricted stock units (RSUs) and common stock. On February 20, 2026, 92,834 RSUs were exercised or converted, resulting in 92,834 shares of JetBlue common stock being acquired at a stated price of $0.0000 per share. As part of the same vesting event, 38,011 common shares valued at $5.91 per share were automatically withheld and returned to JetBlue to cover tax obligations, in line with company policy for RSU vesting in the United States. Following these transactions, Geraghty directly owned 491,602 shares of JetBlue common stock. The restricted stock units vest in equal annual installments over three years from a vesting commencement date of February 22, 2024.

Insider Trade Summary

92,834 shares exercised/converted

Mixed 3 txns

Insider Geraghty Joanna

Role CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	92,834	$0.00	--
Exercise	Common Stock	92,834	$0.00	--
Tax Withholding	Common Stock	38,011	$5.91	$225K

Holdings After Transaction: Restricted Stock Units — 92,834 shares (Direct); Common Stock — 529,613 shares (Direct)

Footnotes (1)

1. Upon vesting, the Reporting Person is entitled to receive one share of common stock for each restricted stock unit. 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. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 22, 2024.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Geraghty Joanna

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		92,834	A	(1)	529,613	D
Common Stock	02/20/2026		F		38,011(2)	D	$5.91	491,602	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			92,834	(3)	(3)	Common Stock	92,834	(1)	92,834	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.
* 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.

FAQ

What insider transaction did JetBlue (JBLU) CEO Joanna Geraghty report?

Joanna Geraghty reported an RSU vesting event that converted 92,834 restricted stock units into 92,834 shares of JetBlue common stock. This was recorded as an exercise or conversion of derivative securities rather than an open-market purchase of shares.

Were any JetBlue (JBLU) shares sold by the CEO in this Form 4 filing?

The filing shows 38,011 JetBlue common shares were disposed of through automatic withholding to cover tax obligations on RSU vesting. These shares were returned to JetBlue under company policy, not sold in an open-market transaction for the CEO’s personal liquidity.

How many JetBlue (JBLU) shares does CEO Joanna Geraghty own after this filing?

After the reported RSU conversion and tax withholding, Joanna Geraghty directly owns 491,602 shares of JetBlue common stock. This figure reflects her post-transaction direct ownership as disclosed in the Form 4, following the equity compensation and related tax-withholding disposition.

What price is shown for the JetBlue (JBLU) RSU conversion in the Form 4?

The RSU conversion into 92,834 JetBlue common shares is recorded at a transaction price of $0.0000 per share. This reflects the nature of restricted stock units as compensation, which convert into shares without an open-market purchase price at vesting.

How are JetBlue (JBLU) restricted stock units for the CEO scheduled to vest?

The restricted stock units vest in equal annual installments over three years, measured from a vesting commencement date of February 22, 2024. This structure spreads Geraghty’s equity compensation over multiple years, aligning vesting with ongoing service at JetBlue.

Why were JetBlue (JBLU) shares withheld in Joanna Geraghty’s Form 4?

Shares were automatically withheld and returned to JetBlue to cover tax obligations triggered by RSU vesting. This occurs under JetBlue’s policy for RSU-eligible U.S. employees, using share withholding instead of separate cash payments to satisfy the tax liability.