JBLU 10-K & 10-Q changes, risk factors and insider trading
Jetblue Airways Corp. · Nasdaq · Air Transportation, Scheduled · CIK 1158463 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have been, and may from time to time be, subject to legal and regulatory proceedings that could adversely affect our business and results of operations.”
New heading “Data Privacy and Security Compliance Risks”
New heading “Increasing scrutiny of, and evolving expectations regarding, environmental matters may impact our business and reputation.”
Removed heading “Remaining impacts of the wind down of our Northeast Alliance with American Airlines may result in additional costs that have an adverse impact on our business, financial condition and results of operations.”
Removed heading “We may be affected by global climate change or by legal, regulatory or market responses to such change.”
Removed heading “Increasing scrutiny of, and evolving expectations regarding, environmental and social matters may impact our business and reputation.”
Largest changes
“A significant data security breach or our failure to comply with applicable U.S. or foreign data security regulations or other data security standards may expose us to litigation, claims for contract breach, fines, sanctions or other penalties, which could disrupt our operations, harm our reputation, and materially and adversely affect our business, results of operations, and financial condition. The costs to remediate breaches and similar system compromises that do occur could be material. …”see in full comparison
“A significant data security breach or our failure to comply with applicable U.S. or foreign data security regulations or other data security standards may expose us to litigation, claims for contract breach, fines, sanctions or other penalties, which could disrupt our operations, harm our reputation, and materially and adversely affect our business, results of operations, and financial condition. The costs to remediate breaches and similar system compromises that do occur could be material. …”see in full comparison
“From time to time, we are, and in the future may continue to be, involved in legal proceedings, claims, investigations, regulatory actions, labor disputes or other legal matters. …”see in full comparison
“In July 2020, JetBlue and American entered into the NEA which was designed to optimize our respective networks at JFK, LaGuardia, and BOS (the "NEA Airports"). On September 21, 2021, the United States Department of Justice, along with the Attorneys General of six states and the District of Columbia filed suit against JetBlue and American seeking to enjoin the NEA, alleging that it violates Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA, and shortly thereafter we initiated a wind down of the NEA. …”see in full comparison
“Furthermore, there has been heightened legislative and regulatory focus on data security in the U.S. and abroad, including requirements for varying levels of customer notification in the event of a data breach. Federal and state regulations in the cybersecurity and privacy area continue to develop and evolve, including laws in jurisdictions such as California that provide for potential statutory damages in certain types of data breaches. International regulations add complexity as we expand our services and include more passengers from other countries. …”see in full comparison
“The potential impacts to our business are not known at this time, but additional costs and regulatory instability can be expected. In addition, climate change-related litigation and investigations have increased in recent years and any claims or investigations against us could be costly to defend and our business could be adversely affected by the outcome.”see in full comparison
Full comparison: every changed paragraph (81)
The domestic airline industry is characterized by low profit margins, high fixed costs, and significant competition. We currently compete with other airlines on all of our routes. Most of our competitors are larger and have greater financial resources and name recognition than we do. Following our entry into new markets or expansion of existing markets, some of our competitors have chosen to add service or engage in extensive price competition. Unanticipated shortfalls in expected revenues as a result of price competition or in the number of passengers carried would negatively impact our financial results and harm our business. We also face competition from surface transportation and technological alternatives to travel, such as virtual meetings, teleconferencingteleconferencing, and videoconferencing, particularly during periods of unfavorable economic conditions. The extremely competitive nature of the airline industry could prevent us from attaining the level of passenger traffic or maintaining the level of fares required to maintain profitable operations in new and existing markets and could impede our ability to execute on our growth and profitability strategies, including JetForward, which would harm our business.
Furthermore, there have been numerous mergers and acquisitions within the airline industry over the years, as well as cooperative marketing alliances and joint ventures. The industry may continue to change. Any business combination, or other industry consolidation could significantly alter industry conditions and competition within the airline industry. Additionally, the current political and regulatory climate may alteralter, delay or prevent industry consolidation and growth. Lastly, if a traditional network airline were to fully develop a low-cost structure, or if we were to experience increased competition from low costlow-cost carriers or new entrants, our business could be materially adversely affected.
At present, we have existing aircraft commitments through 2033. As technological evolution occurs in our industry, through the use of composites and other innovations, we may be competitively disadvantaged because we have existing extensive fleet commitments that could prohibit us from adopting new technologies on an expedited basis. Unanticipated delays in adopting new technology or other issues may require the Company to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs, or reductions to the Company's schedule, thereby reducing revenues.
JetForward, the Company's strategic operating plan, includes initiatives aimed at enhancing our service, developing and maintaining our leisure network, identifying and providing the products and perks our customers value and promoting a secure financial future. In developing our JetForward plan, we made certain assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification approval timelines, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. Actual conditions may be different from our assumptions at any time and could cause us to further adjust our strategic operating plan. In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described herein, that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate products or support for our products (including but not limited to engine support and certification of aircraft) or that our strategic plan will result in improvements in future financial performance. If we do not successfully execute our JetForward or other strategic plans, or if actual results vary significantly from our expectations, our business, operating results, financial condition and market capitalization could be materially and adversely impacted. The failure to successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial condition.
Our strategic operating plan also includes collaborative arrangements with other airlines, including our Blue Sky collaboration with United Airlines and similar industry standard interline agreements, which may involve operational, technological and commercial coordination. These initiatives may present additional execution risks, including systems challenges, increased complexity, higher than anticipated implementation or operating costs, regulatory scrutiny or delays, labor disputes and the risk that such initiatives do not achieve their anticipated benefits or desired results.
In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described herein, that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate products or support for our products (including but not limited to engine support and certification of aircraft), or that our strategic plan will result in improvements in future financial performance. If we do not successfully execute our JetForward or other strategic plans, or if actual results vary significantly from our expectations, our business, operating results, financial condition, and market capitalization could be materially and adversely impacted. The failure to successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results, and financial condition.
Our results of operations are heavily impacted by the price and availability of fuel. Fuel costs comprise a substantial portion of our total operating expenses. Historically, fuel costs, such as USU.S. Gulf Coast Jet, have been subject to wide price fluctuations, ranging from a low of $1.91$1.83 per gallon to a high of $4.41$3.85 per gallon from January 1, 20222023 to December 31, 2024.2025. These fluctuations are based on geopolitical factors as well as supply and demand. In addition, given our dependency on New York harbor jet fuel, we may be impacted more than our competitors by these price spikes due to decreases in refining capacity and increases in U.S. exports filling the void left by Russia. The price per gallon for New York harbor jet fuel has ranged from a low of $1.91 to $5.77 per gallon from January 1, 2023 to December 31, 2025. The availability of fuel is not only dependent on crude oil but also on refining capacity. When even a small amount of the domestic or global oil refining capacity becomes unavailable, supply shortages can result for extended periods of time. The availability of fuel is also affected by demand for home heating oil, gasoline and other petroleum products, as well as crude oil reserves, dependence on foreign imports of crude oil and potential hostilities in oil producing areas of the world. Given our large dependency on New York harbor jet fuel, we may be impacted more than our competitors by these price spikes due to decreases in refining capacity and increases in US exports filling the void left by Russia. The price per gallon for New York harbor jet fuel has ranged from a low of $1.97 to $7.59 per gallon from January 1, 2022 to December 31, 2024. Because of the effects of these factors on the price and availability of fuel, the cost and future availability of fuel cannot be predicted with any degree of certainty.
Our aircraft fuel purchase agreements do not protect us against price increases or guarantee the availability of fuel. Additionally, some of our competitors may have more leverage than we do in obtaining fuel. We have and may continue to enter into a variety of option contracts and swap agreements for crude oil, heating oil, and jet fuel to partially protect against significant increases in fuel prices. However, such contracts and agreements do not completely protect us against price volatility, are limited in volume and duration, and can be less effective during volatile market conditions and may carry counterparty risk. Under the fuel hedge contracts we may enter from time to time, counterparties to those contracts may require us to fund the margin associated with any loss position on the contracts. Meeting our obligations to fund these margin calls could adversely affect our liquidity.
As our crewmembers' tenure with JetBlue matures, our salaries, wages, and benefits costs increase. As our overall workforce ages, we expect the cost of our medical and related benefits to increase as well, despite an increased corporate focus on crewmember wellness. As part of our overall profitability strategy, we periodically offer voluntary separation packages to certain employees,crewmembers, with the goal of reducing fixed costs by giving people who work in a number of corporate functions, in our airports, and in our customer support centers the opportunity to leave JetBlue with a departing pay and benefits package. There can be no assurance that these measures will lead to a significant reduction in costs.
A material reduction in the rate of interchange reimbursement fees or other regulatory actions that may materially affect the economics of credit card programs could have an adverse effect on JetBlue's business and operating results.
The TrueBlue® loyalty program operated by us, and the programs operated by our TrueBlue® partners and the payment card transactions conducted in connection with such programs, are significantly impacted by the rate of interchange reimbursement fees (i.e., the fees charged to merchants by the issuing banks), for which rates have historically been set by card processing networks. In addition, the overall economics of the TrueBlue® loyalty program are influenced by other sources of revenue and costs affecting the issuing banks that support the program, including those arising from payment card transactions. Interchange reimbursement fees continue to be subject to increased government regulation globally, and such regulations may be conflicting across jurisdictionjurisdictions in which we operate. It may be complex, costly, or infeasible to comply with such regulations, which could have an adverse effect on JetBlue's business and operating results. In addition, regulatory authorities and central banks in a number of jurisdictions have been reviewed or are reviewing these fees and related practices, and may enact regulations that exert downward pressure on such fees. For example, regulations adopted by the U.S. Governors of the Federal Reserve System ("Federal Reserve") cap the maximum U.S. debit interchange reimbursement rate received by card issuers operating in the U.S. with assets of $10 billion or more at 21 cents plus 5 basis points per transaction, plus a possible fraud adjustment of 1 cent. There has also been proposed revisions to the limits on interchange reimbursement fees set by the Federal Reserve and previously been bipartisan legislation that would limit interchange reimbursement fees for credit card transactions which, if enacted, could fundamentally alter the profitability of our agreements with co-branded credit card partners and the benefits we provide to our consumerscustomers through the co-branded credit cards issued by these partners. In addition, legislative or regulatory actions that limit or cap interest rates, fees or other revenue sources associated with credit card products could reduce the availability of credit card products, limit card usage and spending, and alter consumer behavior. These developments could reduce willingness or ability of issuing banks to fund loyalty rewards, marketing support or other program economics, or could result in the renegotiation or termination of co-branded credit card agreements. A material deceasedecrease in the rate of interchange reimbursement fees, or other adverse changes to the economics of credit card programs, including limits on interest rates, fees, or other issuer revenue sources, either voluntarily by card processing networks or mandated by authorities, would adversely affect the TrueBlue® loyalty program, as well as the loyalty programs that our airline partners operate, and would have an adverse effect on JetBlue's business and operating results. There can be no assurance that there will not be a material decrease in interchange reimbursement fees, or other regulatory actions affecting credit card economics, including due to new laws or regulatory action by the government.
•political and economic instability;
•political and economic instability, including as a result of the ongoing conflict between Russia and Ukraine;
•fluctuations in GDP, interest and currency exchange rates, civil disturbances, government instability, nationalization and expropriation of private assets, trafficking and the imposition of tariffs, taxes or other charges by governments;
Moreover, the Organization for Economic Co-operation and Development (the "OECD") has announced an accord commonly referred to as "Pillar Two" to set a minimum global corporateminimum tax rate of 15%,15% whichon iscorporate being or may be implemented in many jurisdictions, including the United States.profits. The OECD isand numerous countries also issuingreached guidelinesan thataccord areto different,exempt inU.S. somebased respects,corporations thanfrom currentmany internationalof taxthe principles,requirements of Pillar Two. The ultimate impact of Pillar Two is uncertain and adoption of these guidelines may increasehave taxan uncertaintyadverse andeffect increaseon taxesour applicable to us.business. We cannot predict whether the U.S. Congress or any other governmental body may enact new tax legislation or tax regulations, or offer any assurance that new legislation or regulations, including changes to existing laws and regulations, will not have an adverse effect on our business, results of operations, financial condition or prospects.prospects
We maintain a high daily aircraft utilization rate, which is the amount of time our aircraft spend in the air carrying passengers. High daily aircraft utilization is achieved in part by reducing turnaround times at airports so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion, infrastructure failures (such as technical issues with air-traffic control systems), unscheduled maintenance events, issues associated with the availability and effectiveness of air traffic personnel, and skilled labor shortages, including with respect to pilots. The majority of our operations are concentrated in the Northeast and Florida, which are particularly vulnerable to weather and congestion delays. Reduced aircraft utilization may limit our ability to achieve and maintain profitability as well as lead to customer dissatisfaction and reputational harm.
We are highly dependent on the New York metropolitan market where we maintain a large presence with approximately one-half of our daily flights having JFK, LaGuardia, Newark, or Westchester County Airport or Long Island MacArthur Airport as either their origin or destination. We have historically experienced an increase in flight delays and cancellations at these airports due to airport congestion which has adversely affected our operating performance and results of operations. Our business could be further harmed by an increase in the amount of direct competition we face in the New York metropolitan market or by continued or increased congestion, delays or cancellations. Our business would also be harmed by any circumstances causing a reduction in demand for air transportation in the New York metropolitan area, such as adverse changes in local economic conditions, health concerns, climatic concerns (including adverse weather and sea-level rise), negative public perception of New York City, acts of terrorism, or significant price or tax increases linked to increases in airport access costs and fees imposed on passengers. In addition, ATC staffing shortages in the Northeast and Florida have forced us to cut back our capacity plans to help protect our operations. Even with recently approved federal funding to support ATC reform, there is no assurance that allocations will prioritize the New York airspace or that such allocations will be completely effective. If the New York airspace does not receive timely and effective deployment of resources, congestion, delays, cancellations, and operational constraints in our New York markets could continue or intensify, adversely affecting our operations and results. The FAA has granted a temporary slot relief of 10% until October 2025,2026, but there is no guarantee that relief will be extended and ATC staffing shortages may continue beyond the period of relief.
We may be impacted by increases in airport expenses relating to infrastructure and facilities, as well as by infrastructure and regulatory disruptions or failures.
Our operations have and may in the future be impacted by disruptions associated with the current ATC system utilized by the U.S. government. The air traffic controller shortage and outdated ATC systemsystem, as well as the U.S. governmental shutdowns, has led to short-term capacity constraints imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to ensurecontinue adequatethe ATCprocess controllerof staffing and updatemodernizing the ATC system in a timely mannermanner, andor theimposing substantial funding requirements of a modernized ATC system that may be imposed on air carrierscarriers, may have an adverse impact on the Company's financial condition or operating results.
We expect our quarterly operating results to fluctuate due to seasonality including high vacation and leisure demand generally occurring on our Florida and Caribbean routes between October and April and on our western routes during the summer. Actions of our competitors and travel restrictions may also contribute to fluctuations in our results. We are more susceptible to adverse weather conditions, including snow storms and hurricanes, than some of our competitors as a result of our operations being concentrated on the East Coast. Certain of these seasonal factors, including adverse weather conditions in the East Coast, Florida and Caribbean, have been adversely affected by climate change in recent years, and are likely to continue to be adversely exacerbated by the physical effects of climate change for the foreseeable future. As we enter new marketsmarkets, we could be subject to additional seasonal variations along with any competitive responses to our entry by other airlines. In addition, there are inherent climate-related risks wherever business is conducted. Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may disrupt our operations or those of our suppliers and business partners, cause flight cancellations, delays, and diversions, require us to incur additional operating or capital expenditures, reduce the demand for certain of our flight offerings, or otherwise adversely impact our business, financial condition, or results of operations. The frequency and/or intensity of such events may increase over time. Price changes in aircraft fuel as well as the timing and amount of maintenance and advertising expenditures may also impact our operations. As a result of these factors, quarter-to-quarter comparisons of our operating results may not be a good indicator of our future performance. In addition, it is possible in any future period our operating results could be below the expectations of investors and any published reports or analysis regarding JetBlue. In such an event, the price of our common stock could decline, perhaps substantially.
We have been, and may from time to time be, subject to legal and regulatory proceedings that could adversely affect our business and results of operations.
From time to time, we are, and in the future may continue to be, involved in legal proceedings, claims, investigations, regulatory actions, labor disputes or other legal matters. The outcome of these and other such matters is inherently uncertain, and adverse results could result in monetary damages, fines, penalties, injunctive or other non-monetary relief, negative publicity, diversion of management's time and attention, or requirements to modify our business practices, any of which could materially adversely affect our business, reputation, financial condition, cash flows, and results of operations. Defending these matters can be costly, time-consuming and disruptive to our operations, and amounts paid in connection with judgments, settlements or penalties may not be fully covered by insurance or insurance may by unavailable, insufficient or not collectible. For additional information on certain legal matters in which we are involved, see Part I, Item 3. "Legal Proceedings," and Note 11 and Note 18 to our consolidated financial statements included in Part II, Item 8 of this Report.
Our current dependence on fivefour specific types of aircraft and engines for all of our flights makes us vulnerable to any significant problems associated with Pratt & Whitney Geared Turbofan Engines (the "PW1100G"), on our A321neo fleet; International Aero Engines (the "IAE V2533-A5"), on our Airbus A321 fleet, International Aero Engines (the "IAE V2527-A5"), on our Airbus A320 fleet, collectively (the "V2500") engine type; and Pratt & Whitney Geared Turbofan Engines (the "PW1500G"), on our A220 fleet; and General Electric Engines (the "CF34-10"), on our Embraer E190 fleet. This could include, but is not limited to design defects, mechanical problems, contractual performance, such as delivery delays by the manufacturers, or adverse perception by the public which may result in customer avoidance or in actions by the FAA that would impede our ability to operate our aircraft.aircraft, Insuch as the eventFAA emergency airworthiness directive on Airbus A320-family aircraft requiring certain software updates that were identified and remediated in November 2025. Because our fleet is concentrated among a limited number of designaircraft defectsand engine types, any such issues could disproportionately affect our operations, require us to ground additional aircraft, adjust capacity plans, incur higher costs, or mechanicaldelay problems,the weexecution cannot be certain that any remediation steps will be effective, which may lead to a material, adverse effect onof our business,strategic operating results, and financial condition.initiatives.
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A220 and Airbus A321neo fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine reliabilitydurability deficiencies, as of December 31, 2024,2025, we had 11four aircraft grounded due to lack of engine availability.availability, and we expect the number of aircraft groundings in 2026 to be in mid-single digits. The Company currently expects each removed engine to take approximately 360200 days for the PW1500G engines and approximately 300 days for the PW1100G engines to complete a shop visit and return to a serviceable condition. We currently expect aircraft out of service in 2025 to average in the mid-to-high teens. Given that we expect to have a certain number of aircraft groundings into 20252026 and beyond, we plan to continue to assess the resulting impact on our future capacity plans. We are currently working with Pratt & Whitney on a resolution and any potential remediation steps remains uncertain. Carriers operating a more diversified fleet are better positioned than we are to manage such events.
Remaining impacts of the wind down of our Northeast Alliance with American Airlines may result in additional costs that have an adverse impact on our business, financial condition and results of operations.
In July 2020, JetBlue and American entered into the NEA which was designed to optimize our respective networks at JFK, LaGuardia, and BOS (the "NEA Airports"). On September 21, 2021, the United States Department of Justice, along with the Attorneys General of six states and the District of Columbia filed suit against JetBlue and American seeking to enjoin the NEA, alleging that it violates Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA, and shortly thereafter we initiated a wind down of the NEA. On July 28, 2023, the court issued its Final Judgement and Order Entering Permanent Injunction, which took effect on August 18, 2023. The wind down of the NEA is substantially complete, but remaining impacts, including the outcome of putative class action lawsuits involving the NEA, could require us to incur additional costs and therefore have an impact on our financial condition and results of operations.
TariffsTariffs, imposedincluding onthose that impact commercial aircraft and related parts imported from outside the United States, or tariffs that may be escalated over time, may have a material adverse effect on our fleet, business, financial condition,condition and results of operations.
Cybersecurity and Information Security and Privacy Related Risks
We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT Systems"). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services, including but not limited to cloud computing services and encryption and authentication technologies licensed from third parties for credit card processing activities. In addition, we and certain of our third-party providers collect, process, and maintain data about customers, crewmembers, employees, contractors, business partners and others, including credit card data and personally identifiable information, as well as trade secrets, financial information and other sensitive and proprietary business information (collectively, "Confidential Information"). The secure maintenance and transmission of customer and crewmember information, in particular, is a critical element of our operations.
We face numerous and evolving cybersecurity and privacy risks and threats, such as criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, social engineering, employee malfeasance, and human or technological error, including misconfigurations, bugs, and other vulnerabilities in software and hardware that support our operations. High-profile cyberattacks and security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of cyberattacks targeting businesses such as ours. Because we make extensive use of third-party providers, such as online services and centralized data processing, successful cyberattacks that disrupt or result in unauthorized access to third-party IT Systems beyond our control could materially impact our business. In many cases, we have limited ability to monitor or verify the security practices of these business partners or their subcontractors. Given the nature of complex systems, software and services like ours, and the scanning tools that we and our third parties deploy across our IT Systems, we regularly identify and track security vulnerabilities. We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor. If attackers are able to exploit vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact IT Systems and Confidential Information.
We have experienced cyberattacks and other incidents in the past, and will continue to experience varying degrees of attacks and incidents in the future. While to date no incidents have had a material impactBased on our businesscurrent assessments, to date, we have not identified any cybersecurity incidents that have materially affected our business, operations, or financial results,condition, weconsistent cannotwith guaranteeour that material incidents will not occurdisclosure in theItem future.1C. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors become increasingly sophisticated in leveraging techniques and tools (including artificial intelligence) that circumvent security controls, evade detectiondetection, and even remove forensic evidence. This means we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact on our IT Systems or Confidential Information. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Any compromises to the confidentiality, integrity or availability of our IT Systems or Confidential Information could have a material adverse effect on our reputation, business, operating results, and financial condition, and could result in a loss of customers. For example, personal information may be lost, disclosed, accessed, or taken without consent. Additionally, any material failure by us to achieve or maintain compliance with the Payment Card Industry Data Security Standards, ("PCI DSS") and related requirements or rectify a security issue may result in fines and the imposition of restrictions on our ability to accept credit cards as a form of payment. Any such loss, disclosure or misappropriation of, or access to, customers', crewmembers' or business partners' information or other breach of our information security or IT Systems can result in legal claims or legal proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration/remediation and regulatory compliance costs. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition. Furthermore, the loss, disclosure or misappropriation of our business information may materially adversely affect our business, operating results, and financial condition. While we evaluate and procure insurance policies that are intended to address liabilities and losses associated with cybersecurity risks and threats, there is no guarantee that any policies would cover any or all of the losses associated with a cyberattack or other security incident, or that we will be able to procure such coverage in the future. Emerging technologies, including artificial intelligence used both by us and by threat actors, could introduce new vulnerabilities, enable more sophisticated attacks, or lead to unintended processing or disclosure of data. Given our reliance on complex technology and third-party-operated systems to support flight operations, crew scheduling, maintenance, and customer service, certain cybersecurity incidents, even if originating at third parties, could materially disrupt our operations, lead to flight delays or cancellations, or otherwise adversely affect safety, revenue, and customer experience.
Furthermore, there has been heightened legislative and regulatory focus on data security in the U.S. and abroad, including requirements for varying levels of customer notification in the event of a data breach. Federal and state regulations in the cybersecurity and privacy area continue to develop and evolve, including laws in jurisdictions such as California that provide for potential statutory damages in certain types of data breaches. International regulations add complexity as we expand our services and include more passengers from other countries. Many of our commercial business partners, including credit card companies, have imposed data security standards that we must meet. In particular, we are required by the PCI DSS Council, founded by the credit card companies, to comply with their highest level of data security standards. We will continue our efforts to meet the privacy and data security obligations; however, it is possible that certain new obligations may be difficult to meet and could increase our costs.
A significant data security breach or our failure to comply with applicable U.S. or foreign data security regulations or other data security standards may expose us to litigation, claims for contract breach, fines, sanctions or other penalties, which could disrupt our operations, harm our reputation, and materially and adversely affect our business, results of operations, and financial condition. The costs to remediate breaches and similar system compromises that do occur could be material. In addition, as cyber criminals become more frequent, intense, and sophisticated, the costs of proactive defensive measures may increase. Failure to address these issues appropriately could also give rise to additional legal risks, which, in turn, could increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties, and cause us to incur further related costs and expenses.
Data Privacy and Security Compliance Risks
Furthermore, there has been heightened legislative and regulatory focus on data security in the U.S. and abroad, including requirements for varying levels of customer notification in the event of a data breach. Federal and state regulations in the cybersecurity and privacy area continue to develop and evolve, including laws in jurisdictions such as California that provide for potential statutory damages in certain types of data breaches. International regulations add complexity as we expand our services and include more passengers from other countries. Many of our commercial business partners, including credit card companies, have imposed data security standards that we must meet. In particular, we are required by the PCI DSS Council, founded by the credit card companies, to comply with their highest level of data security standards. We are also subject to evolving laws and rules regarding the reporting and disclosure of cybersecurity incidents, which may increase our compliance obligations or costs.
A significant data security breach or our failure to comply with applicable U.S. or foreign data security regulations or other data security standards may expose us to litigation, claims for contract breach, fines, sanctions or other penalties, which could disrupt our operations, harm our reputation, and materially and adversely affect our business, results of operations, and financial condition. The costs to remediate breaches and similar system compromises that do occur could be material. In addition, as cyber crimes become more frequent, intense, and sophisticated, the costs of proactive defensive measures may increase. Failure to address these issues appropriately could also give rise to additional legal risks, which, in turn, could increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties, and cause us to incur further related costs and expenses.
Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendorsbusiness partners to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
In connection with running our business, we receive, store, use and otherwise process information that relates to individuals and/or constitutes "personal data," "personal information," "personally identifiable information," or similar terms under applicable data privacy laws (collectively, "Personal Information"), including from and about actual customers, as well as our employees, crew members,crewmembers, and business contacts. We also depend on abusiness number of third-party vendorspartners in relation to the operation of our business, a number of which process Personal Information on our behalf.
We and our vendorsbusiness partners are subject to a variety of federal, state and foreign data privacy laws, rules, regulations, industry standards and other requirements, including those that apply generally to the handling of Personal Information, and those that are specific to certain industries, sectors, contexts, or locations. These requirements, and their application, interpretation and amendment are constantly evolving. It is also possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations, which could hinder our ability to grow our business by extracting value from our data assets.
In recent years, certain states have adopted or modified data privacy and security laws and regulations that may apply to our business. For example, the California Consumer Privacy Act ("CCPA") requires businesses that process personal information of California residents to, among other things: provide certain disclosures to California residents regarding the business's collection, use, and disclosure of their personal information; receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt-out of certain disclosures of their personal information; and enter into specific contractual provisions with service providers that process California residentresidents' personal information on the business's behalf. The enactment of the CCPA is prompting a wave of similar legislative developments in other states in the United States, which creates a patchwork of overlapping but different state laws.
We compete against other major U.S. airlines for pilots, mechanics, and other skilled labor; some of them offer wage and benefit packages exceeding ours. As more pilots in the industry approach mandatory retirement age, the U.S. airline industry has been affected by a pilot shortage, which may worsen over time. At times, we have been required to increase wages and benefits in order to attract and retain qualified personnel, and we may be required to commit to further increases in the future or risk considerable crewmember turnover. If we are unable to attract, train, and retain qualified crewmembers of all backgrounds, experiences, and skill sets, our business could be harmed and we may be unable to implement our growth plans. However, negative perception of our crewmember talent initiatives, whether due to our perceived over-orover- or under- pursuit of such initiatives, may likewise result in issues retaining qualified employees, as well as potential litigation or other adverse impacts. In addition, our business may be harmed if we lose too many individuals with institutional knowledge.
We may be subject to further unionization, work stoppages, slowdowns or increased labor costscosts, and the unionization of our pilotspilots, flight instructors and inflight crewmembers have and could continue to result in increased labor costs.
In general, unionization has increased costs in the airline industry. In 2014, our pilots voted to be represented by the ALPA, and our first collective bargaining agreement was ratified by the pilots and became effective on August 1, 2018. In February 2022,2025, wethe commencedcontract became amendable. Contract negotiations forformally abegan successor contract,early in accordanceMay with the collective bargaining agreement,2024 and inare December 2022 we reached a tentative agreement with ALPA to extend the current collective bargaining agreement by two years. The agreement was ratified by the JetBlue pilots in January 2023.ongoing.
In April 2018, JetBlue inflight crewmembers elected to be solely represented by TWU. The NMB certified the TWU as the representative body for JetBlue inflight crewmembers. In November 2020, our inflight crewmembers voted to decline the ratification of a tentative collective bargaining agreement between JetBlue and TWU. In December 2021, our inflight crewmembers ratified our first collective bargaining agreement with TWU, which is a five-year, renewable contract effective December 13, 2021. The option for TWU to initiate negotiations began on January 1, 2025 and is ongoing until the contract amendable date of December 13, 2026.
On July 14, 2022, TWU filed a representation application with the NMB seeking an election among the 35 pilot instructors ("Flight Instructors"). JetBlue disputed the TWU's application alleging that Flight Instructors do not constitute a craft or class. On October 26, 2023, the NMB notified the participants that it rejected JetBlue's argument and ordered an election. The Flight Instructors voted for TWU representation. Contract negotiations for an initial CBA began in April 2024 and are ongoing.
In November 2025, TWU filed a petition with the NMB seeking to represent the Company’s dispatchers, air traffic system controllers, and system controllers. The NMB has authorized an election which will run from January 15, 2026 through February 26, 2026. The vote is scheduled to be counted on or around February 26, 2026.
An accident or incident involving one of our aircraft could involve significant potential claims of injured passengers or others in addition to repair or replacement of a damaged aircraft and its consequential temporary or permanent loss from service. We are required by the DOT to carry liability insurance. Although we believe we currently maintain liability insurance in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate and we may be forced to bear substantial losses from an accident or incident. Substantial claims resulting from an accident or incident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident, even if fully covered by our existing insurance, could cause a public perception that we are less safe or reliable than other airlines which would harm our business.
We have been, and may from time to time be, impacted by events that do not affect the safe operation of the aircraft, such as issues involving onboard conditions or aircraft systems, which could nevertheless result in adverse publicity, customer or crewmember complaints, regulatory scrutiny, claims or litigation, or reputational harm.
The JetBlue brand name symbolizes our values of high-qualityhigh-quality, friendly customer service, innovation, fun, and a pleasant travel experience. JetBlue is a widely recognized and respected global brand; the JetBlue brand is one of our most important and valuable assets. The JetBlue brand name and our corporate reputation are powerful sales and marketing tools and we devote significant resources to promoting and protecting them. Adverse publicity, whether or not justified, relating to activities by our crewmembers, contractors, or agents could tarnish our reputation and reduce the value of our brand. IncreasinglyIncreasingly, the perception our customers and other stakeholders have about how we address the risks and opportunities we face related to hiring and retention initiatives and climate change engagement, our role in the communities in which we operate, our relationship with our crewmembers, and other considerations may impact our reputation. Furthermore, increased usage of social media platforms presents increased risks to our reputation and our business. We may suffer damage to our reputation as a result of negative or inaccurate posts or comments about JetBlue on social media platforms, including related delays or cancellations on our flights even when these are due to weather or other circumstances that are outside of our control. In addition, inappropriate and/or unauthorized use of our social media platforms by our crewmembers or others associated with us may damage our reputation, and could lead to legal implications in the event that information is improperly collected and/or disseminated, or non-public sensitive information related to JetBlue or others is disclosed. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity, and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand.
We have a significant amount of fixed obligations and we willexpect to incur significantly more fixed obligations in the future, which could harm our ability to service our current obligations or satisfy future fixed obligations.
As of December 31, 2024,2025, our debt and finance lease obligations, including interest were approximately $12.0$11.5 billion. In addition, we have a significant amount of other fixed obligations under operating leases related to our aircraft, airport terminal space, airport hangars, other facilities, and office space. As of December 31, 2024,2025, future minimum payments under non-cancelable leases and other financing obligations were approximately $2.7$3.3 billion. Terminal 5 ("T5") at JFK is under a lease with the Port Authority of New York and New Jersey ("PANYNJ") that ends on the 28th anniversary of the date of beneficial occupancy of the new International Arrivals facility and three net new gates at the former Terminal 6 ("T5i"). The minimum payments under this lease have been included in the future minimum payment totals above.
Our ability to make scheduled payments on our debt and other fixed obligations will depend on our future operating performance and cash flows, which in turn will depend on prevailing economic and political conditions and financial, competitive, regulatory, business and other factors, many of which are beyond our control. We are principally dependent upon our operating cash flows and access to the capital markets to fund our operations and to make scheduled payments on debt and other fixed obligations. We cannot assure that we will be able to generate sufficient cash flows from our operations or from capital market activities to pay our debt and other fixed obligations as they become due. If we fail to do soso, our business could be harmed. If we are unable to make payments on our debt and other fixed obligations, we could be forced to renegotiate those obligations or seek to obtain additional equity or other forms of additional financing.
We useleverage automated technologytechnologies and systems, including both predictive and generative AI-poweredAI solutionssolutions, to facilitate aenable more efficient operation of our business. OurThese usecapabilities are applied across a range of AI-poweredbusiness solutionsareas, includes,including butproviding issupport notfor limitedreal-time to,operational AI-powereddecisions, solutionsenabling that enable quick and personalizedtailored customer interactions, provideand predictiveinforming pricingdemand forecasting and routecommercial analysis and assist with candidate assessments for certain roles within the Company.strategies. We anticipateexpect increasedto investmentscontinue investing in the future to continuously improve our useadvancement of AI,these technologies; however, there can be no assurance that the developmentongoing or usageuse of, or our investments in, AI will always enhance our productsofferings or servicesgenerate orbenefits be beneficial tofor our business.
In particular, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party if the AI-powered solutions used by the Company are inadequately or incorrectly designed or implemented; trained or reliant on, inadequate, inaccurate, incomplete, misleading, biased or otherwise poor-quality data or algorithms, or on data or algorithms to which we do not have sufficient rights or in relation to which we and/or the providers of such data or algorithms have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cyberattacks, cybersecurity threats, service outages, or other similar incidents, or material performance issues. Certain AI-powered solutions used by the Company are licensed by third parties and when used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider. There is also a risk that our use of generative AI could produce biased, inaccurate, incomplete, misleading or poor-quality content or other discriminatory or unexpected results or behaviors, all of which could harm our reputation, business, or customer relationships. While we exercise diligence in ensuring the accuracy of AI generated content, those measures may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. We also use and have modified certain third-party generative AI-powered solutions that are made available under an open-source license. Use of open-source generative AI could introduce inaccuracies or vulnerabilities that we are unable to anticipate, detect, or control. If the licensor for such open-source generative AI developed their models by training on data or algorithms that was inadequate, inaccurate, incomplete, misleading biased or otherwise poor-quality, or for which it did not have the appropriate rights, we could be subject to claims or lawsuits, including for infringement of third-party intellectual property. It is also possible that sophisticated attackers may exploit vulnerabilities in open-source generative AI to obtain access to our sensitive data or alter the outputs or results. For additional information concerning risks with respect to cyberattacks, cybersecurity breaches, service outages or other similar incidents, see the risk factors under "Cybersecurity and Information Security and Privacy Related Risks."
The regulatory framework for AI is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect our current uses of AI, or could be rescinded or amended as new administrations take differing approaches to evolving AI. We have also been, and may be subject to, requests and/or demands by third parties, including our security holders, partners and counterparties, with respect to the oversight and practices of our AI usage. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI, and new laws regulating the use of AI have either entered into force in the United States and the EU or are expected to enter into force. For example, the European Union’sUnion's Artificial Intelligence Act (the “"AI Act”"), which entered into force on August 1, 2024, establishes, among other things, a risk-based governance framework for regulating AI systems operating in the EU. The majority of the substantive requirements from the AI Act will apply from August 2, 2026 and this framework categorizes AI systems, based on the risks associated with such AI systems’systems' intended purposes, as creating unacceptable or high risks, with all other AI systems being considered limited or low risk. There is a risk that our current or future use of AI may obligate us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability and fines or otherwise adversely affect our business, results of operations, financial condition and future prospects. For additional information concerning risks with respect to compliance with data privacy laws, see the risk factors under "InformationData Privacy and Security and Privacy RelatedCompliance Risks."
Any outbreak or resurgence of a disease, which affect travel behavior, travel demand, or travel restrictions, or a similar public health threat, or fear of such an event could have a material adverse impact on airlines. In addition, outbreaks of disease could result in quarantines of our personnel,crewmembers, business partners and their suppliers, or an inability to access facilities or our aircraft, which could adversely affect our operations. Certain environmental disasters may be caused or adversely exacerbated by the physical impacts of climate change. For more information, please see our risk factor titled "WeOur mayresults beof affectedoperations byfluctuate global climate change or by legal, regulatory or market responsesdue to suchseasonality, change.weather, and other factors."
Governmental authorities in the U.S. and abroad are increasingly focused on potential contamination resulting from the use of certain chemicals, most notably per- and polyfluoroalkyl, substances ("PFAS"). Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including those related to aviation. Among other things, recent changes to federal requirements for firefighting foams containing PFAS, as well as related state regulations affecting their use, will require operational changes. In AugustApril 2022,2024, the USU.S. Environmental Protection Agency ("USEPA") published for public comment a new rulemaking that would designate two PFAS substances (perfluorooctanoic acid and perfluorooctanesulfonic acid) as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act. This rule, which was finalized in April 2024, requires entities to immediately report current and past releases that meet or exceed the reportable quantity for such substances to USEPA's National Response Center. With this final rule and the introduction of any additional state or federal regulations or enforcement policies, we may incur costs in connection with reporting obligations and costs related to historic usage of PFAS-containing materials, transitioning away from the usage of PFAS-containing products, disposing of PFAS-containing waste or remediating any residual environmental impacts.
Additionally, regulatory, market, and other changes to respond to climate change may adversely impact our business, financial condition, or results of operations. For example, there have been significant U.S. and international legislative and regulatory efforts to limit GHG emissions, including our aircraft and ground operations emissions. In October 2016, the ICAO passed a resolution adopting CORSIA, which is a global, market-based emissions offset program to encourage carbon-neutral growth in international aviation. Annual international emissions reporting is required via CORSIA as of the 2019 reporting year, and offsetting compliance is scheduled to be implemented through multiple phases that began in 2021. ICAO continues to develop details regarding implementation and, while we expect compliance with CORSIA will increase our operating costs, the anticipated cost of compliance with CORSIA is uncertain due to a number of factors, including the volatility in demand for international air travel and the uncertainty in the supply and price of eligible carbon offsets or low-carbon aircraft fuels. The USEPA has also adopted rules implementing the ICAO aircraft engine GHG emission standards. Pursuant to the Clean Air Act, the FAA issued a final rule in February 2024 to implement these standards, introducing new fuel efficiency certification regulations. These regulations took effect in April 2024 and will apply to larger business and commercial jet aircraft with either new design types (not previously certified by the FAA) or existing design types that are in production as of January 1, 2028. Under the current presidential administration, steps have been taken to withdraw from international agreements targeting climate change and rolling back USEPA regulation of GHG emissions under the Clean Air Act. Although the U.S. continues to participate in ICAO, the outcome of these developments cannot be predicted.
Management's Discussion & Analysis (MD&A)
New heading “Embraer E190 Fleet Transition”
New heading “Sales and Marketing”
New heading “Maintenance, Materials and Repairs”
Removed heading “Airbus Aircraft Deferral”
Removed heading “Other Obligations”
Removed heading “Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA")”
Removed heading “GHG emission standards”
Removed heading “Sustainable Aviation Fuel Tax Credit & Clean Fuel Production Credit”
Removed heading “California Climate Disclosure Laws”
Removed heading “EU Emissions Trading Scheme”
Removed heading “Other Related Risks”
Largest changes
“During 2025, we adjusted our business to navigate a challenging macro environment by identifying cost savings and proactively reducing capacity as demand softened. Tariff uncertainty weakened consumer demand which resulted in reduced air travel spending. In addition, the fourth quarter was marked by unexpected challenges due to operational disruptions related to the government shutdown, the Airbus airworthiness directive and two major weather events contributing to higher costs and reduced capacity. …”see in full comparison
“In October 2023, the European Commission reached an agreement on the ReFuelEU Aviation initiative. Included in this mandate is supplying a minimum share of SAF at all EU airports – starting at 2% by 2025, 6% by 2030 and 20% by 2035, up to 70% by 2050. Of these amounts, 1.2% in 2030, and 5% in 2035 must be power to liquid ("PtL") or E-Fuels, increasing to 35% by 2050. This agreement is a step towards the implementation of the "Fit for 55" legislative package to reduce greenhouse gas emissions by at least 55% by 2030. …”see in full comparison
“To secure our financial future and navigate near-term demand volatility, we are focused on maintaining a healthy liquidity position, executing cost discipline, and managing our fleet to drive capital light growth. We continue to make progress on the JetForward cost program by implementing AI and data science technology to optimize planning, better manage disruptions, and enable greater customer self service. We are modernizing fuel processes and are unlocking cost savings through technology, process and operational initiatives. …”see in full comparison
“We investigate means of mitigating climate risk exposure from a physical and transitional risk perspective. Physical risks include, the number of extreme weather events, such as hurricanes, typhoons, wildfires, and rainstorms, which are generally expected to increase in frequency and severity as our climate warms. Occurrences of these extreme weather events may result in flight cancellations, delays, and diversions, impacting our operations and thus adversely affecting our financial results and conditions. …”see in full comparison
“Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA")”see in full comparison
Full comparison: every changed paragraph (152)
We expect our operating results to fluctuate significantly from year-to-year and quarter-to-quarter in the future due to factors such as economic conditions, weather events, cost of aircraft fuel, geopolitical developments, regulatory issues, supply constraints, competition and various other factors, including those discussed in this Annual Report, many of which are outside of our control. Consequently, we believe quarter-over-quarteryear-over-year comparisons of our operating results may not necessarily be meaningful; you should not rely on our results for any one quarteryear as an indication of our future performance. Except for uncertainty related to the cost of aircraft fuel, we expect our expenses to continue to increase from wage rate cost pressures, as we acquire additional aircraft, and as our fleet ages.
In 2024,2025, we incurred a net loss of $795$602 million, compared to a net loss of $310$795 million in 2023,2024, ana increasedecrease of $485$193 million compared to the prior year. This increasedecrease is primarily due to the 2024 write off of Spirit-related costs for $532 million as a result of the termination of the Merger Agreement in March 2024, as well as lower current year fuel costs and benefits from our JetForward initiatives. The decrease was partially offset by a decrease in operating revenue due to softening demand compared to the prior year as well as higher costs related to maintenance materials and repairs and salaries, wages and benefits. Additionally, we incurred higher interest expense, primarily due to the financing of TrueBlue® loyalty program in August 2024.
During 2025, we adjusted our business to navigate a challenging macro environment by identifying cost savings and proactively reducing capacity as demand softened. Tariff uncertainty weakened consumer demand which resulted in reduced air travel spending. In addition, the fourth quarter was marked by unexpected challenges due to operational disruptions related to the government shutdown, the Airbus airworthiness directive and two major weather events contributing to higher costs and reduced capacity. Despite these headwinds, we have continued to make progress on our JetForward initiatives, partially offsetting these operating margin impacts. We introduced Blue Sky, our collaboration with United Airlines, and launched reciprocal accrual and redemption of loyalty points. Our products and perks are increasingly positioned to capture premium revenue following the enhancement of EvenMore®, the continued outperformance of preferred seating, the release of our premium credit card and the opening of our first-ever lounge at JFK. Our network changes continued to progress well and we have regained our position as Fort Lauderdale's largest airline with new routes and additional frequencies. Additionally, we continue to make progress on the JetForward cost program by implementing AI and data science technology, executing operational initiatives, and strengthening efficiencies.
Despite a reduction in capacity, we progressed on our revenue initiatives during the year. We saw revenue strength in our premium product offerings, with Even More® Space, preferred seating, and Mint® performing well. Also, our Blue Basic carry-on bag changes implemented this year helped bolster our revenue results. In addition, improvements in our operational metrics resulted in greater cost efficiencies. Fuel prices declined over the year and we continued to make progress on our cost savings programs, allowing us to maintain low costs for the year.
•We generated $9.3$9.1 billion in operating revenue, a decrease of $336$217 million, or 3.5%2.3% compared to 2023,2024, primarily due to lowersoftening capacity.demand.
•Operating expense increaseddecreased by 1.2%5.3% year-over-year to $10.0$9.4 billion.
•Operating expense per available seat mile ("CASM") increaseddecreased by 4.9%3.8% to 15.0814.51 cents year-over-year.
(1) Refer to our "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure.
In July 2024, JetBlue announced JetForward, our strategic frameworkframework, is focused on four priority moves: delivering reliable and caring service, building the best east coast leisure network, offering products and perks customers value, and providing a secure financial future. Our JetForward plan, which is designed to support our long-term profitability goals, reflects various assumptions regarding factors that may impact our operational and financial performance. For further information on potential factors that could affect the success of our strategic initiatives, including JetForward, see Part I, Item 1A "Risk Factors."
On-time performance, as defined by the DOT, is arrival within 14 minutes of scheduled arrival time. In 2024,2025, our system-wide on-time performance was 74.1%74.3% compared to 67.4%74.1% in 2023.2024. Our completion factor increasedremained tothe same at 98.6% in 20242025 comparedand to2024. 98.1%Net inPromoter 2023.Score increased eight points year over year reflecting customer satisfaction driven by these operational reliability improvements.
We were ranked 6th overall in Wall Street Journal's 2024 Airline Rankings, a three spot improvement from 2023.
(1) Refer to our "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure. 39
Best East Coast East Leisure Network
We are committedfocused to refocusing our network toon high-performing leisure, visiting-friends-and-relatives and transcontinental routes in core geographies like New York, New England, Florida, and Puerto Rico.
In 2025, we expanded our network by launching new service from Boston to two transatlantic locations, Madrid, Spain and Edinburgh, Scotland. We began new service to San Pedro Sula, Honduras; Wilmington, North Carolina; Norfolk, Virginia; Traverse City, Michigan; Vero Beach, Florida, and returned service to Daytona Beach, Florida. We added service from Tampa and Fort Myers to various destinations and expanded Boston service to Latin America and the Caribbean.
We regained our position as Fort Lauderdale's largest airline launching over 20 new routes and adding frequencies on a dozen others. Additionally, we expanded the availability of Fort Lauderdale Mint® and are selling up to 26 daily Mint® flights touching Fort Lauderdale this winter.
We further strengthened our Mint® service by launching new seasonal Mint® service from both Newark and Orlando to Las Vegas, marking the first Mint® service in Orlando.
We announced further expansion in Europe by launching seasonal transatlantic routes from Boston to Barcelona, Spain and Milan, Italy, starting in spring 2026.
During 2024, we redeployed approximately 20% of our network to focus on our core strengths. These network changes included 15 station closures and over 50 route exits and the announcement of service to several new BlueCities.
We also opened a flight attendant crew base in San Juan, Puerto Rico in December 2024 with plans to open a pilot crew base in early 2025.
During the year, we made enhancements to our customer experience to evolve with customer preferences. We are creating more options by increasing the value of our product offerings and customer experience.experience, and positioning ourselves to capture premium revenue.
We enhanced our EvenMore® product by adding additional amenities such as dedicated overhead bin space, free alcohol, and a premium snack. Additionally, EvenMore® is now selling via global distribution systems, providing customers more opportunities to book our premium economy offering on a single ticket through travel agents and online travel agencies.
We announced our collaboration with United Airlines. This collaboration is structured to give customers of both airlines even more options to find flights that fit their plans as well as new opportunities to earn and use MileagePlus® miles and TrueBlue® points across both airlines. Blue Sky includes a standard interline between JetBlue and United Airlines, which is expected to be implemented over time. In October 2025, customers became eligible to earn and redeem points across both JetBlue Airways and United Airlines loyalty programs. We are also now able to reaccommodate customers across either airline in the event of a real-time cancellation or schedule change. In February 2026 we began to cross-merchandise flights on one another's website, and expect implementation to progress in 2026 at which point we plan to introduce additional enhancements such as reciprocal benefits including priority boarding, preferred and extra legroom seating, and same-day standby and flight changes, with anticipated implementation beginning in March 2026. Additionally, during the second quarter of 2026, we expect to begin selling United Airlines non-air ancillaries through Paisly. We plan to launch with car rentals, followed by cruises, vacation packages and travel insurance, with the expectation to be selling all ancillary products by the end of 2026.
We announced the rebranding of JetBlue Travel Products to Paisly, LLC ("Paisly"). The rebranding marks a strategic milestone within JetBlue's JetForward strategy, as Paisly evolves into a full-service, tech-enabled managed travel services company. With a mission to deliver personalized, human-first experiences, Paisly is positioned to serve not only JetBlue customers but also those of other airlines, starting with our collaboration with United Airlines, and is expected to support a growing range of partners across the broader travel landscape. The collaboration will contribute to our high-margin, high-growth Paisly business for the distribution of hotels, rental cars, cruises, travel insurance and packages under United's brand.
We expanded our co-brand portfolio with the launch of our premium credit card, which exceeded sign-up targets.
In December 2025, we opened BlueHouse, our first airport lounge, at JFK Terminal 5. The next BlueHouse location is scheduled to open at BOS Terminal C in 2026.
We announced that JetBlue was the first airline in the world to sign on with Amazon's Leo, an advanced low Earth orbit satellite broadband network, to bring even faster and more reliable connectivity to our onboard Wi-Fi. We expect to adopt Amazon Leo's cutting-edge technology on a portion of our fleet in 2027.
We plan to launch domestic first class in 2026, with a portion of our fleet planned to be completed by year-end and the vast majority to be complete by the end of 2027.
We were awarded the top airline for first and business class customer satisfaction in the J.D. Power 2025 North America Airlines Satisfaction Study. Additionally, our core product rose to second place for both economy and premium economy categories.
We introduced preferred seating, added new loyalty partners, and implemented a baggage policy update to the Blue Basic fare, which now includes a free carry-on bag. In 2024, we also expanded the co-brand portfolio with the announcement of a premium co-branded credit card, which launched in January 2025.
We announced plans to improve the Even More® Space booking process and onboard soft product experience. Beginning in January 2025, Even More® Space was rebranded to EvenMore® which includes dedicated overhead bin space, complimentary alcoholic beverages, and premium snack options.
We announced plans for the opening of airport lounges at JFK Terminal 5 and BOS Terminal C. The JFK lounge is expected to open in late 2025, with the BOS lounge expected to follow shortly thereafter.
We also announced plans to introduce a new domestic first class cabin on all non-Mint® aircraft, beginning in 2026.
To secure our financial future and navigate near-term demand volatility, we are focused on maintaining a healthy liquidity position, executing cost discipline, and managing our fleet to drive capital light growth. We continue to make progress on the JetForward cost program by implementing AI and data science technology to optimize planning, better manage disruptions, and enable greater customer self service. We are modernizing fuel processes and are unlocking cost savings through technology, process and operational initiatives. Additionally, we strengthened efficiencies on our fixed support center costs.
To secure our financial future we deferred approximately $3.0 billion dollars of capital expenditures related to Airbus aircraft deliveries and raised significant financing. These moves strengthened our liquidity position.
Airbus Aircraft Deferral
On July 26, 2024, JetBlue and Airbus S.A.S. ("Airbus") entered into an amended delivery schedule pursuant to which we agreed to defer 44 Airbus A321neo aircraft originally scheduled for delivery from 2025 through 2029 to revised delivery dates of 2030 and beyond. This aircraft deferral shifted approximately $3.0 billion in capital expenditures to 2030 and beyond.
The Company is pursuing capital-light growth through extending the lives of certain A320 aircraft.
At December 31, 2024,2025, we had $3.9$2.5 billion in liquidity, which included unrestricted cash, cash equivalents, short-term investments, and long-term marketableinvestment securities. In addition, we had a $600 million Citibank line of credit.
For the year ended December 31, 2024,2025, we completedrepaid the$461 followingmillion financingon transactions:our outstanding debt and finance lease obligations.
•raised approximately $2.8 billion in proceeds through the issuance of 9.875% senior secured notes due 2031 ("TrueBlue® Notes") and borrowings under a new senior secured term loan facility due 2029 (the "TrueBlue® Term Loan Facility", collectively the "TrueBlue® Financings");
•issued $460 million of 2.50% convertible senior notes;
•issued $662 million in floating rate equipment notes;
•entered into $668 million of failed sale-leaseback transactions; and
•repaid $748 million on our outstanding debt and finance lease obligations, including the early retirement of $425 million related to our existing 0.50% convertible senior notes.
Sustainability
In 2024, we signed a new commercial agreement to purchase SAF during the initial 12-month period, approximately 3.3 million gallons of blended sustainable aviation fuel (with an option to purchase up to an additional 13.3 million gallons). The SAF purchase began supplying JFK airport in the fourth quarter of 2024.
We were also one of three airlines included in the purchase of SAF certificates, equal to about 50 million gallons of high-integrity SAF, or 500,000 tons, of abated CO e, through the Sustainable Aviation Buyers Alliance.
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A220A321neo and Airbus A321neoA220 fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine reliabilitydurability deficiencies, we averaged nine aircraft on the ground in 2025 and as of December 31, 2024,2025, we had 11four aircraft grounded due to lack of engine availability. The Company currently expects each removed engine to take approximately 360200 days for the PW1500G engines and approximately 300 days for the PW1100G engines to complete a shop visit and return to a serviceable condition. We currently expect aircraft out of service in 2025 to average in the mid-to-high teens.
GivenWe thatbelieve we are past the peak number of groundings and expect to have a certainthe number of aircraft groundingson intothe 2025ground and beyond, we plandue to continuelack of engine availability to assessbe thein resultingmid-single impactdigits onin our future capacity plans.2026. We are currently working with Pratt & Whitney on a commercial resolution and any potential remediation steps remainsremain uncertain.
Embraer E190 Fleet Transition
In 2025, as part of the Company's fleet transition plan, we retired our remaining Embraer E190 aircraft - marking nearly two decades of service and completing our transition to a more cost efficient and customer focused all-Airbus fleet. The Company entered into definitive agreements to sell our remaining owned Embraer E190 fleet, which included 25 airframes, 60 engines and the related Embraer E190 spare parts. These aircraft sales began in July 2025 and are expected to continue through the second quarter of 2026. In 2025, we sold Embraer E190 airframes, engines, as well as full flight simulators, and recorded a net gain of $32 million related to the E190 fleet transactions, which is included in other operating expenses on our consolidated statements of operations. As of December 31, 2025, we had 11 permanently parked Embraer E190 aircraft, of which eight are owned and three are awaiting lease return.
We reported a net loss of $795 million, an operating loss of $684 million and operating margin of (7.4)% for the year ended December 31, 2024. This compares to net loss of $310 million, operating loss of $230 million, and operating margin of (2.4)% for the year ended December 31, 2023. Our loss per share was $2.30 for 2024 compared to a loss per share of $0.93 for 2023.
Our 2024 and 2023We reported results included the effects of special items. Adjusting for these special items, our adjusteda net loss (1)of was $245$602 million, adjustedan operating loss (1)of was$368 $93 million,million and our adjusted operating margin (1) wasof (1.04.1)% for 2024.the year ended December 31, 2025. This compares to an adjusted net loss (1) of $151$795 million, adjusted operating loss (1) of $33$684 million, and an adjusted operating margin (1) of (0.37.4)% for 2023.the Excludingyear specialended items,December our31, adjusted2024. Our loss per share (1) was $0.71$1.66 for 20242025 compared to an adjusteda loss per share of $0.45$2.30 for 2023.2024.
Our 2025 and 2024 reported results included the effects of special items. Adjusting for these special items, our adjusted net loss (1) was $593 million, adjusted operating loss (1) was $338 million, and our adjusted operating margin (1) was (3.7)% for 2025. This compares to an adjusted net loss (1) of $245 million, adjusted operating loss (1) of $93 million, and an adjusted operating margin (1) of (1.0)% for 2024. Excluding special items, our adjusted loss per share (1) was $1.64 for 2025 compared to an adjusted loss per share of $0.71 for 2024.
Passenger revenue is our primary source of revenue which includes seat revenue and baggage fees, as well as revenue from our ancillary product offerings such as Even MoreEvenMore® Space.. Passenger revenue, including certain ancillary fees directly related to passenger tickets, is recognized when the transportation is provided. Passenger revenue from unused tickets and passenger credits are recognized in proportion to flown revenue based on estimates of expected expiration or when the likelihood of the customer exercising his or her remaining rights becomes remote. Passenger revenue decreased for 20242025 compared to 20232024 by $391$281 million, or 4.3%.3.3%. This was mainly driven by a 3.5%1.6% reduction in capacity.capacity and a 2.9% reduction in revenue passengers.
Other revenue primarily consists of loyalty revenue from the non-transportation elements of the sale of TrueBlue® points. It also includes revenue from the sale of vacation packages, airport concessionsconcessions, advertising revenue and advertisinglounge revenue. The year-over-year increase in other revenue of $55$64 million, or 9.0%,9.6%, was principally driven by an increase in TrueBlue® non-transportation revenue due to higher customer spend as well as an increase in vacation bookings.spend.
(1) Refer to our "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure. 42
(1) Not meaningful or greater than 100% change.
Salaries, wages, and benefits increased $208by $190 million, or 6.8%,5.8%, in 2024,2025, driven by wage rate increases. The wage rate increases were primarily duedriven toby the newa pilot union contract effective March 1, 2023, which included an initial paywage rate increase of 14% and additional pay rate increases of 3% and 9% ineffective August 2023 and August 2024, respectively.2024.
What changed in the latest 10-Q
Risk Factors
Part I, Item 1A "Risk Factors" of our 2025 Form 10-K includes a discussion of our risk factors which are incorporated herein. There have been no other material changes from the risk factors associated with our business previously disclosed in our 2025 Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Sales and Marketing”
New heading “ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
New heading “RESULTS OF OPERATIONS”
New heading “Six Months Ended June 30, 2026 vs. 2025”
New heading “Operating Revenues”
New heading “ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
New heading “Operating Expenses”
New heading “Landing Fees and Other Rents”
New heading “Depreciation and Amortization”
New heading “Sales and Marketing”
New heading “Other Operating Expenses”
New heading “ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
New heading “Other Income (Expense)”
New heading “Interest Income”
New heading “Gain on investments, net”
Largest changes
“To secure our financial future, we are focused on preserving liquidity, maintaining cost discipline, and retaining flexibility across our network and fleet amid elevated and volatile fuel prices, which we expect to persist throughout this year, as well as broader macroeconomic uncertainty. We are actively managing key levers within our control: increasing fees and fares to better align with input costs, moderating unproductive capacity, and reducing costs. …”see in full comparison
“ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”see in full comparison
“ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”see in full comparison
“ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”see in full comparison
Full comparison: every changed paragraph (127)
FirstSecond Quarter 2026 Results
In the firstsecond quarter of 2026, we had an operating loss of $224$141 million, compared to an operating lossincome of $174$6 million in the 2025 period. The increase in operating loss is primarily driven by higher operating costs,expenses, includingprimarily increaseddue to higher fuel expenseprices. andThe higherincrease salaries, wages and benefits and otherin operating expenses,expenses largely attributable to operational disruptions during the quarter including multiple winter storms and airspace constraints. These increases werewas partially offset by higher revenue driven by stronger demand and increased pricing.
As we progressed through the second quarter of 2026, demand remained resilient across our network, even as JetBlue and industry fares moved higher throughout the quarter. Strength was robust throughout the booking curve, including close-in demand.
As we progressed through the first quarter of 2026, demand trends strengthened across the booking curve, with continued resilience in both close-in and forward bookings, as well as sustained strength in premium travel and improving demand in core.
Our firstsecond quarter 2026 highlights include the following:
•FirstSecond quarter 2026 system available seat miles ("ASMs" or "capacity") decreasedincreased by 1.7%3.2% year-over-year.
•Operating revenue for the firstsecond quarter of 2026 was $2.2$2.7 billion, a 4.7%14.5% increase year-over-year.
•Operating expense and operating expense, excluding special items (1) for the firstsecond quarter of 2026 was $2.5$2.8 billion, a 6.5%20.8% increase year-over-year.
•Operating expenseexpense, perexcluding availablespecial seat mileitems ("CASM"1) for the firstsecond quarter of 2026 increasedwas by$2.8 8.3%billion, year-over-yeara to22.0% 16.06increase cents compared to the first quarter of 2025.year-over-year.
•ExcludingOperating fuel, special items, and operating expenses related to our non-airline businesses, our costexpense per available seat mile ("CASM ex-fuel") (1) increased by 6.6% to 12.21 cents infor the firstsecond quarter of 2026 increased by 17.0% year-over-year to 16.53 cents compared to the firstsecond quarter of 2025.
•Excluding fuel, special items, and operating expenses related to our non-airline businesses, our cost per available seat mile ("CASM ex-fuel") (1) increased by 2.4% to 11.12 cents in the second quarter of 2026 compared to the second quarter of 2025.
The sections below highlight some additional actions made to support these priority moves during the quarter.
We remain focused on delivering safe, reliable, and caring service for our customers. Despite a challenging operating environment, including severe weather, airspace constraints, and other external disruptions, we maintained our focus on supporting our customers and delivering reliable operations. On-time performance, as defined by the DOT, is arrival within 14 minutes of scheduled arrival time. In the three months ended MarchJune 31,30, 2026, our system-wide on-time performance was 68.8%78.2% compared to 75.1%77.3% for the same period in 2025. Our completion factor was 95.0%in line with the prior period at 99.5% for the three months ended MarchJune 31,30, 2026 compared to 98.6%99.6% for the same period in 2025. JetForward includes multiple initiatives to improve our on-time performance, and we believe it will continue to improve in future periods despite the difficult operating environment during the first quarter of 2026.
In the second quarter, we continued executing our strategy to build the best East Coast leisure network, and launched seasonal service from Boston to two new destinations, Barcelona and Milan, with Milan marking JetBlue's first-ever service to Italy. Together, these additions expanded our Boston transatlantic reach to nine European destinations.
In addition, we continued expanding our presence in Fort Lauderdale, where Spirit’s exit represents one of the most significant strategic opportunities JetBlue has seen in many years. Fort Lauderdale continued to benefit from very strong customer demand, and second quarter revenue per ASM ("RASM") increased 11%, while capacity increased nearly 40%.
In July 2026, we launched additional service from Fort Lauderdale and now operate more than 125 daily departures to more than 55 nonstop destinations, representing our largest schedule from the airport. We also introduced a more structured bank schedule, with two southbound and two northbound banks designed to better connect customers to the Caribbean and Latin America. By December, we expect to surpass 150 daily flights from Fort Lauderdale and operate the largest Mint® schedule from Fort Lauderdale in JetBlue's history.
In July 2026, we were selected as the successful bidder to acquire certain operating authorizations (slots) previously operated by Spirit Airlines at New York's LaGuardia Airport. If completed, the acquisition would support up to 12 daily roundtrips at LaGuardia. The transaction closing remains subject to regulatory approvals and other conditions.
In the first quarter, we continued to make adjustments to our business to build the best East Coast leisure network. We further expanded our presence in Fort Lauderdale with the launch of new year-round nonstop routes to Dallas and Syracuse, announced new service to Cleveland and Orlando beginning later this year, and increased service on existing routes. These actions strengthen our investment in building depth and connectivity in Florida's largest premium market. Capacity in Fort Lauderdale increased 23% year over year in the first quarter. This growth was supported by strong demand and resulted in operating revenue per ASM growth of 5% for the period. As our presence in Fort Lauderdale grows, we are expanding to a four-bank connecting structure, enabling increased connectivity and improved utility for our customers. We continue to view Fort Lauderdale, along with key leisure destinations across the state of Florida, as essential components of our network strategy.
In addition to our Fort Lauderdale expansion, we launched new service to Destin-Fort Walton Beach from New York's John F. Kennedy International Airport (JFK) and Boston Logan International Airport, marking our eleventh destination in Florida.
During the quarter,second quarter of 2026, we continued to make enhancements toenhance our customerproducts experienceand services by increasing the value of our productloyalty offeringsprogram, expanding premium offerings, and introducing additional benefits designed to improve the customer experience.
Blue Sky implementation advanced in the second quarter of 2026 with the introduction of reciprocal loyalty benefits for eligible Mosaic and MileagePlus members, including priority boarding, preferred and extra legroom seating, and same-day standby options. In July 2026, Paisly began distributing United's car rental products, with hotels and travel insurance expected in the fourth quarter of 2026, further supporting our broader travel platform strategy.
We continued to see strong engagement across our loyalty offerings, supported in part by the relaunch of our premium co-brand credit card and demand for its BlueHouseTM benefit, which contributed to growth in new card acquisitions and loyalty remuneration during the quarter. In addition, we launched a new Buy Now, Pay Later option through ClarityPay, providing customers with additional payment flexibility.
Blue Sky implementation advanced in the first quarter of 2026 with the launch of interline flight sales with United, enabling customers to book on United's global network using cash or TrueBlue® points. In the second quarter of 2026, we expect to introduce reciprocal loyalty benefits across Mosaic and MileagePlus tiers, including priority boarding, preferred and extra legroom seating, and same-day standby and flight changes. We also expect to begin selling United Airlines non-air products through Paisly, starting with car rentals, with plans to expand to hotels, cruises, vacation packages, and travel insurance by the end of 2026 We further expanded the TrueBlue® loyalty program with additional utility, including the ability to use points for ancillary purchases and introducing Family Tiles, an industry-first feature that allows parents to earn status more quickly when traveling with children.
We continue to invest in our premium offerings, including our BlueHouseBlueHouseTM lounge network, with athe second location expected to open in Boston,Boston in August 2026. BlueFirstTM, our planned domestic first-class product is our largest individual JetForward initiative, and an important next step in evolving our product offering. We plan to launch sales in the planned introductionfall of domestic2026, firstwith class,the bothmajority of the retrofit work expected to beginbe incompleted by the second halfend of 2026.2027.
We also continued to enhance Mint®, which earned the highest ranking in customer satisfaction in the first/business class segment in North America by J.D. Power for the second consecutive year. During the quarter, we announced new onboard culinary partnerships for Mint® with refreshed menu offerings inspired by New York restaurants expected to begin in the third quarter of 2026.
To secure our financial future, we remain focused on preserving liquidity, maintaining cost discipline, and proactively managing our balance sheet. In the second quarter, as fuel prices remained elevated and the macroeconomic and geopolitical backdrop remained fluid, we focused on the levers within our control, including disciplined capacity, commercial actions, cost
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS initiatives, and fuel burn. JetForward continued to support profitability through cost initiatives, including enhanced digital tools and technology modernization to improve crewmember productivity, improved fuel efficiency through advanced flight planning and routing, real-time data, and predictive analytics, and expanded AI- and data science-enabled capabilities to improve planning, automate decision-making, and better manage disruptions.
We also completed a $500 million aircraft-backed financing transaction, further strengthening our liquidity position.We continue to take a disciplined and proactive approach to managing the balance sheet, with a focus on maintaining liquidity, supporting JetForward, and optimizing our cost of capital.
To secure our financial future, we are focused on preserving liquidity, maintaining cost discipline, and retaining flexibility across our network and fleet amid elevated and volatile fuel prices, which we expect to persist throughout this year, as well as broader macroeconomic uncertainty. We are actively managing key levers within our control: increasing fees and fares to better align with input costs, moderating unproductive capacity, and reducing costs. Our cost actions include reducing controllable spend, slowing hiring in certain workgroups to better align with capacity expectations, revising maintenance visit schedules, and continuing to focus on our fuel efficiency programs. At the same time, we continue to advance our JetForward cost initiatives by implementing new technology and AI to improve planning for our crew and operation, launching a sourcing center of excellence to further optimize contract spend with business partners, and implementing more efficient insourcing and
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS outsourcing opportunities across our business. We remain focused on maintaining a strong liquidity position and proactively managing our balance sheet to navigate near-term volatility while supporting long-term, capital-efficient growth.
At MarchJune 31,30, 2026, we had $2.4$2.2 billion in liquidity, which included unrestricted cash, cash equivalents, and investment securities. In addition, we have a $600 million Citibank undrawn line of credit.
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A321neo and Airbus A220 fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine durability deficiencies, as of MarchJune 31,30, 2026, we had four aircraft grounded due to lack of engine availability. The Company currently expects each removed engine to take approximately 200 days for the PW1500G engines and approximately 300 days for the PW1100G engines to complete a shop visit and return to a serviceable condition. We believe we are past the peak number of groundings and expect the number of aircraft on the ground due to lack of engine availability to be in mid-single digits for the remainder of 2026.
On July 27, 2026, we entered into supplemental support and other agreements with International Aero Engines, LLC ("IAE"), an affiliate of RTX Corporation, Pratt & Whitney Division, related to certain PW1100G and PW1500G engine operational disruptions, technical issues occurring through December 31, 2025 and other matters. Under the agreements, we received consideration including credits up to $105 million that may be applied toward future purchases of qualifying goods and services from IAE, IAE International Aero Engines AG and Pratt & Whitney through December 31, 2027, including in exchange for waiving certain claims.
These credits are accounted for as vendor consideration under ASC 705-20 and will be allocated to qualifying purchases through December 31, 2027 based on our estimated eligible spend for applicable goods and services during that period. Credits associated with operating expenditures will be recognized as reductions of the related operating expenses, while credits associated with capital expenditures will be recognized as reductions of the cost basis of the related assets.
We believe we are past the peak number of groundings and expect the number of aircraft on the ground due to lack of engine availability to be in mid-single digits in 2026. We are currently working with Pratt & Whitney on a commercial resolution and any potential remediation steps remain uncertain.
In 2025, as part of the Company's fleet transition plan, we retired our remaining Embraer E190 aircraft and entered into definitive agreements to sell the remaining E190 fleet. In 2026, we continue to sell our owned E190 aircraft pursuant to these agreements. During the firstsix quartermonths ofended June 30, 2026, we sold our remaining owned Embraer E190 airframes, as well as certain Embraer E190 engines and related spare parts, and recorded a net gain of $22$30 million, which is included in other operating expenses on our consolidated statements of operations. We also returned our remaining leased E190 aircraft during the quarter.aircraft. As of MarchJune 31,30, 2026, we had one permanently parked owned Embraer E190 aircraft.engine Weand expectcertain torelated completespare theparts saleremained ofavailable thefor remaining E190 aircraft in the second quarter of 2026.sale.
Three Months Ended MarchJune 31,30, 2026 vs. 2025
We reported a net loss of $319$247 million, operating loss of $224$141 million and an operating margin of (10.05.2)% for the three months ended MarchJune 31,30, 2026. This compares to a net loss of $208$74 million, an operating lossincome of $174$6 million and an operating margin of (8.2)%0.3% for the three months ended MarchJune 31,30, 2025. Our loss per share was $0.86$0.66 for the firstsecond quarter of 2026 compared to a loss per share of $0.59$0.21 for the same period in 2025. Net loss increased $111$173 million year-over-year primarily due to an increase in fuel expense and higher salaries, wages and benefits and other operating expenses, largely attributable to operational disruption events during the quarter, as well as a lower income tax benefit. The increases in expense were partially offset by higher revenue driven by stronger demand and increased pricing.pricing as compared to the same period in 2025.
Our reported results for the three months ended MarchJune 31,30, 2026 and 2025 included the effects of certain gains on investments. For the three months ended June 30, 2025, our reported results also included the effects of special items. Adjusting for these items, our adjusted net loss (1) was $322$247 million, adjusted operating loss (1) was $224$141 million, adjusted operating margin (1) was (10.05.2)%, and adjusted loss per share (1) was $0.87$0.66 for the three months ended MarchJune 31,30, 2026. This compares to an adjusted net loss (1) of $209$58 million, adjusted operating lossincome (1) of $174$30 million, adjusted operating margin (1) of (8.2)%,1.3%, and adjusted loss per share (1) of $0.59$0.16 for the three months ended MarchJune 31,30, 2025.
Passenger revenue is our primary source of revenue, which includes seat revenue and baggage fees, as well as revenue from our ancillary product offerings such as EvenMore®. Passenger revenue increased 14.1% for the three months ended June 30, 2026 compared to the same period in 2025. This was mainly driven by a 9.6% higher yield and a 5.1% increase in revenue passengers than the prior period.
Other revenue increased $33 million, or 18.6%, primarily due to higher customer spend related to loyalty revenue from the non-transportation elements of the sale of TrueBlue® points. Other revenue also includes revenue from the sale of vacation packages, airport concessions, charters, advertising, and lounge revenue.
Passenger revenue is our primary source of revenue, which includes seat revenue and baggage fees, as well as revenue from our ancillary product offerings such as EvenMore®. Passenger revenue increased 4.0% for the three months ended March 31, 2026 compared to the same period in 2025. This was mainly driven by a 3.9% higher yield and a 0.7% increase in revenue passengers than the prior period.
Other revenue increased $21 million, or 12.5%, primarily due to higher customer spend related to loyalty revenue from the non-transportation elements of the sale of TrueBlue® points. Other revenue also includes revenue from the sale of vacation packages, airport concessions, charters, advertising, and lounge revenue.
Aircraft fuel increased by $62$407 million, or 12.1%,80.7%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. The average fuel price increased by 15.2%76.3% to $2.96$4.23 per gallon and fuel consumption decreasedincreased by 2.7%,2.5%, or 5 million gallons.
Landing fees and other rents increased by $10$12 million, or 5.9%,7.1%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to rate increases in certain cities and a decrease in airport rent credits received.
Depreciation and amortization increased by $11$12 million, or 6.5%,6.9%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. This increase was primarily driven by the induction of new aircraft and spare engines, partially offset by the retirement of the Embraer E190 fleet as part of the Company's fleet transition plan.
Aircraft rent decreased by $4$5 million, or 22.9%,23.7%, in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, asprimarily adue result ofto fewer leases for Airbus A320 aircraft and Embraer E190 aircraft. As part of the Company's fleet transition plan, Embraer E190 aircraft leases reached their lease expiration and were returned to the lessor. The decrease was partially offset by an increase in the number of leased engines.
Sales and Marketing
Sales and marketing increased by $12 million, or 14.9%, in the three months ended June 30, 2026 compared to the same period in 2025, primarily due to higher credit card fees as a result of the increase in passenger revenue.
Special Items
There were no special items for the three months ended June 30, 2026. For the three months ended June 30, 2025, special items consisted of $24 million of voluntary opt-out costs.
Other operating expenses increased by $33$45 million, or 9.9%,13.4%, in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025,2025. The increase was primarily due to higher expenses driven by operationalhigher disruption events during the quarter, including multiple winter stormsairport-related and airspaceoperational constraints,support costs, reflecting increased flight activity and contractual rate increases, as well as anhigher customer experience-related costs. The increase inalso tariffs.reflects lower net gains on asset sale transactions, as gains from current year E190 aircraft sales were lower than prior year period gains from sale-leaseback and engine sale transactions.
Interest income decreased by $15$16 million, or 40.1%,47.3%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, driven by lower short-term investment balances.
Gain on investments, net resulted in a $3$1 million gain for the three months ended MarchJune 31,30, 2026, compared to a $1$3 million gain for the same period in 2025, primarily due to higherlower current year gains related to our JetBlue Technology Ventures LLC ("JBV") equity investments.
Income Taxes
For the three months ended June 30, 2026, we recorded an income tax benefit of $24 million, compared to an income tax benefit of $20 million for the same period in 2025, with the increase primarily due to an income tax benefit on a higher pre-tax loss partially offset by a valuation allowance for the current period.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Six Months Ended June 30, 2026 vs. 2025
Overview
JBLU insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 8 filings (6 insiders, 6 trade dates, 171,599 shares, about $917.8K; 5 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -171,599 (purchases minus sales); net value about -$917.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Clements Carol Ann |
Open-market sale |
2,000 | $4.29 | $8.6K |
| 2026-08-31 | Clements Carol Ann |
Open-market sale |
2,000 | $4.71 | $9.4K |
| 2026-07-30 | Hurley Ursula L |
Open-market sale |
2,977 | $6.00 | $17.9K |
| 2026-07-30 | Hurley Ursula L |
Open-market sale |
74,276 | $5.75 | $427.1K |
| 2026-07-30 | Clements Carol Ann |
Open-market sale |
2,000 | $5.75 | $11.5K |
| 2026-05-29 | Geraghty Joanna |
Option exercise | 245,700 | — | — |
| 2026-05-29 | Geraghty Joanna |
Shares withheld for tax | 135,873 | $5.38 | $731.0K |
| 2026-05-28 | Sharma Vivek |
Open-market sale | 26,415 | $5.41 | $142.9K |
| 2026-05-28 | Sharma Vivek |
Open-market sale | 585 | $5.42 | $3.2K |
| 2026-05-28 | Sharma Vivek |
Open-market sale | 5,000 | $5.40 | $27.0K |
| 2026-05-04 | Southerton Dawn |
Open-market sale | 18,193 | $5.00 | $91.0K |
| 2026-05-01 | Winkelmann Thomas |
Open-market sale | 22,094 | $4.70 | $103.8K |
| 2026-05-01 | Winkelmann Thomas |
Open-market sale | 13,379 | $4.71 | $63.0K |
| 2026-05-01 | Christie Warren |
Open-market sale |
2,680 | $4.65 | $12.5K |
| 2026-04-30 | Mccarthy Eileen P |
Grant/award | 411 | $4.11 | $1.7K |
| 2026-04-30 | St George Martin J |
Grant/award | 2,074 | $4.11 | $8.5K |
| 2026-04-30 | Christie Warren |
Grant/award |
2,680 | $4.11 | $11.0K |
| 2026-04-30 | Hurley Ursula L |
Grant/award | 2,546 | $4.11 | $10.5K |
| 2026-04-22 | St George Martin J |
Shares withheld for tax | 23,934 | $5.46 | $130.7K |
| 2026-04-22 | St George Martin J |
Option exercise | 46,882 | — | — |
| 2026-04-10 | Clements Carol Ann |
Shares withheld for tax | 19,555 | $4.93 | $96.4K |
| 2026-04-10 | Clements Carol Ann |
Option exercise | 35,361 | — | — |
| 2026-04-10 | Clements Carol Ann |
Shares withheld for tax | 13,688 | $4.93 | $67.5K |
| 2026-04-10 | Clements Carol Ann |
Option exercise | 24,752 | — | — |
| 2026-04-10 | Hurley Ursula L |
Option exercise | 61,292 | — | — |
| 2026-04-10 | Hurley Ursula L |
Shares withheld for tax | 31,290 | $4.93 | $154.3K |
| 2026-04-10 | Hurley Ursula L |
Option exercise | 47,030 | — | — |
| 2026-04-10 | Hurley Ursula L |
Shares withheld for tax | 24,009 | $4.93 | $118.4K |
| 2026-04-10 | Christie Warren |
Option exercise | 14,851 | — | — |
| 2026-04-10 | Christie Warren |
Shares withheld for tax | 7,410 | $4.93 | $36.5K |
| 2026-04-10 | Christie Warren |
Option exercise | 18,291 | — | — |
| 2026-04-10 | Christie Warren |
Shares withheld for tax | 6,366 | $4.93 | $31.4K |
| 2026-04-10 | Geraghty Joanna |
Option exercise | 70,722 | — | — |
| 2026-04-10 | Geraghty Joanna |
Shares withheld for tax | 39,110 | $4.93 | $192.8K |
| 2026-04-10 | Geraghty Joanna |
Option exercise | 61,881 | — | — |
| 2026-04-10 | Geraghty Joanna |
Shares withheld for tax | 34,221 | $4.93 | $168.7K |
Well-known investors holding JBLU (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Carl Icahn | 2026-06-30 | 20,658,179 | $118.4M | 1.43% | Reduced 39% |
| Two Sigma Investments | 2026-06-30 | 17,366,605 | $99.5M | 0.07% | Added 47% |
| Oaktree Capital Management (Howard Marks) | 2026-06-30 | 0 | $94.8M | — | Sold out |
| Renaissance Technologies | 2026-06-30 | 6,474,281 | $37.1M | 0.05% | Added 188% |
| Two Sigma Investments | 2026-06-30 | 0 | $37.0M | 0.03% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 6,377,373 | $36.5M | 0.02% | Added 95% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 0 | $28.9M | 0.04% | No change |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 5,094,005 | $27.7M | 0.01% | Added 213% |
| D. E. Shaw & Co. | 2026-06-30 | 0 | $26.0M | 0.02% | No change |
| PRIMECAP Management | 2026-06-30 | 2,364,600 | $13.5M | 0.01% | Reduced 1% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 2,191,480 | $12.6M | 0.01% | Added 76% |
| Soros Fund Management | 2026-06-30 | 0 | $8.3M | 0.11% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 608,649 | $2.7M | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 397,716 | $2.3M | 0.0% | Reduced 80% |
| Bridgewater Associates | 2026-06-30 | 13,699 | $60.5K | — | Sold out |