jblu-20260824
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 24, 2026
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-49728 | 87-0617894 | |||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
27-01 Queens Plaza North | Long Island City | New York | 11101 | ||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(718) 286-7900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | JBLU | The NASDAQ Stock Market LLC | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 21, 2026, a representative of the Icahn Group (defined below) notified JetBlue Airways Corporation (the “Company”) that its ownership had decreased below the level that provided the right for the Icahn Group to have two director appointments, and in accordance with the Director Appointment and Nomination Agreement (the “Agreement”), dated as of February 16, 2024, by and among the Company and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”), each of Jesse Lynn and Steven D. Miller’s irrevocable resignation is effective as of August 24, 2026. Both have ceased serving on the Board of Directors, Mr. Lynn has ceased serving on each of the audit committee, governance and nominating committee and finance committee, and Mr. Miller has ceased serving on each of the audit committee and the finance committee.
The Agreement was originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on February 16, 2024. Neither Mr. Lynn nor Mr. Miller’s resignation is due to any disagreements with the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JETBLUE AIRWAYS CORPORATION | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | August 27, 2026 | By: | /s/ Eileen McCarthy | ||||||||||||||
| Eileen McCarthy | |||||||||||||||||
| General Counsel and Corporate Secretary | |||||||||||||||||