JETBLUE AIRWAYS CORP

(a)As previously disclosed by the Company, on January 7, 2024, Robin Hayes notified the Company of his decision to retire from his position as Chief Executive Officer and a member of the Company’s Board of Directors, effective February 12, 2024 (the “Transition Date”). Mr. Hayes will serve as a strategic advisor over the coming months. In connection with Mr. Hayes’ retirement and advisory service, on February 11, 2024 the Company and Mr. Hayes entered into a Transition Agreement and General Release (the “Transition Agreement”), pursuant to which Mr. Hayes will serve as a strategic advisor to the Company from the Transition Date through September 1, 2024, unless the Transition Agreement is earlier terminated in accordance with its terms. During this time, Mr. Hayes will remain an employee and will remain eligible for flight and other employee benefits offered to active employees at the officer level. In consideration for his advisory services, Mr. Hayes will receive a base salary at the annual rate of $550,000, will be eligible for a pro-rated annual performance cash incentive bonus for the 2024 fiscal year, and will receive an award of restricted stock units under the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan (the “Plan”) with an aggregate grant value of $750,000 vesting in equal installments on each of the first three anniversaries of the date of grant and will otherwise be subject to the Plan and the Company’s form of restricted stock unit award agreement. The above compensation will be subject to Mr. Hayes’ execution and non-revocation of a general release of claims against the Company and related persons, and compliance during the advisory period with the in-service restrictive covenants included in his employment agreement with the Company.

Mr. Hayes’ outstanding equity and performance cash awards will be treated in accordance with the terms and conditions of the Plan and the applicable award agreements. Subject to Mr. Hayes’ execution and non-revocation of a general release at the end of his service as a strategic advisor, and compliance with his restrictive covenants after his advisory service terminates, Mr. Hayes will be eligible for flight privileges and company provided COBRA benefits for Mr. Hayes and his eligible dependents at the Company’s cost. Effective on the Transition Date, he will no longer be a participant in the Company’s severance plans.

The foregoing summary of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, filed herewith as Exhibit 10.11(e) and incorporated by reference herein.

The foregoing information is included for the purpose of providing the disclosures required under “Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers – paragraph (e)” of Form 8-K.

(b) During the three months ended December 31, 2023, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.