JetBlue Airways Corporation (NASDAQ: JBLU) (“JetBlue”) today announced that it intends to offer $650 million aggregate principal amount of convertible senior notes due 2026 (the “notes”), subject to market and other conditions. The notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A (the “offering”) under the Securities Act of 1933, as amended (the “Securities Act”). JetBlue also expects to grant the initial purchasers of the notes an option to purchase, within a 13-day period from, and including, the date of original issuance of the notes, up to an additional $100 million aggregate principal amount of the notes. JetBlue intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of indebtedness.

The initial conversion price, interest rate and certain other terms of the notes will be determined by negotiations between JetBlue and the initial purchasers. The notes will mature on April 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to maturity. The notes will also be redeemable, in whole or in part, for cash at JetBlue’s option at any time, and from time to time, on or after April 1, 2024 in certain circumstances. Prior to January 1, 2026, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes will be settled in cash up to the aggregate principal amount of the notes to be converted and any excess of the aggregate principal amount of the notes being converted may settle at JetBlue’s option in either cash, shares of its common stock or a combination of cash and shares of its common stock.

This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the notes or the shares of JetBlue’s common stock issuable upon conversion of the notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

The notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes and any shares of JetBlue’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.