SOUTHWEST AIRLINES ANNOUNCES PRICING OF NOTES

Proceeds may repay $300 million of outstanding notes due November 15, 2026, as well as other debt or corporate obligations.

Rhea-AI Summary

Southwest Airlines (LUV) has priced an underwritten public offering of senior notes with an aggregate principal amount of $1.25 billion. The offering consists of $600 million of 5.750% notes due 2029 and $650 million of 6.000% notes due 2031.

The company expects to use net proceeds for general corporate purposes, potentially including repayment at maturity of its outstanding $300 million of 3.000% notes due November 15, 2026, and repayment or redemption of other debt or corporate obligations. Closing is expected on or about November 2, 2026, subject to customary closing conditions.

2 points · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointPriced $1.25 billion senior-note offering would provide funding, with closing expected on or about November 2, 2026. 6.1% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds may repay $300 million of 3.000% notes at their November 15, 2026 maturity.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.$600 million of 5.750% senior notes due 2029 would add debt and interest obligations.
• Minor point. Forward-looking: it has not happened yet and may not happen.$650 million of 6.000% senior notes due 2031 would add debt and interest obligations.

News Explained

Under the underwritten structure, the banks buy Southwest’s senior notes and resell them; underwriting fees reduce the company’s net proceeds, so the announced principal amount is not the cash it will receive after fees.

Key Figures

Total notes principal: $1,250,000,000 2029 Notes: $600,000,000 at 5.750% 2031 Notes: $650,000,000 at 6.000% +2 more

Total notes principal

$1,250,000,000

Aggregate principal amount priced

2029 Notes

$600,000,000 at 5.750%

Senior notes due 2029

2031 Notes

$650,000,000 at 6.000%

Senior notes due 2031

Existing notes potentially repaid

$300 million at 3.000%

Notes due November 15, 2026; repayment is among possible uses of proceeds

Expected offering close

On or about November 2, 2026

Subject to customary closing conditions

Key Terms

underwritten public offering, senior notes, shelf registration statement, prospectus supplement, +1 more

5 terms

underwritten public offering financial

"priced an underwritten public offering of $1,250,000,000 aggregate principal amount"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

senior notes financial

"$1,250,000,000 aggregate principal amount of its senior notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

shelf registration statement regulatory

"A shelf registration statement relating to these securities has been filed"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"by means of a prospectus supplement and an accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"a prospectus supplement and an accompanying base prospectus"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DALLAS, Oct. 26, 2026 /PRNewswire/ -- Southwest Airlines Co. (NYSE: LUV) (the "Company") today announced that it has priced an underwritten public offering of $1,250,000,000 aggregate principal amount of its senior notes, consisting of $600,000,000 aggregate principal amount of 5.750% Notes due 2029 (the "2029 Notes") and $650,000,000 aggregate principal amount of 6.000% Notes due 2031 (the "2031 Notes" and, collectively with the 2029 Notes, the "Notes").

The Company expects to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, the repayment at maturity of all of the Company's outstanding $300 million aggregate principal amount of 3.000% notes due November 15, 2026, as well as the repayment or redemption of other indebtedness or other corporate obligations. The offering is expected to close on or about November 2, 2026, subject to customary closing conditions.

Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering. A shelf registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission ("SEC") and has become effective. The offering may be made only by means of a prospectus supplement and an accompanying base prospectus. The preliminary prospectus supplement and accompanying base prospectus relating to the offering have been filed, and a final prospectus supplement will be filed, with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained from (1) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, United States of America, Attention: Syndicate Registration, Facsimile: (646) 834-8133; (2) BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention: Debt Syndicate Desk, Email: DL.US.Syndicate.Support@us.bnpparibas.com; (3) Standard Chartered Bank, One Basinghall Avenue, London EC2V 5DD, United Kingdom, Tel: +44 207-885-8888, Email: SCBCapitalMarketsNotice@sc.com, Attention: Capital Markets; (4) U.S. Bancorp Investments, Inc., 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28202, Attention: Credit Fixed Income, Facsimile: (877) 774-3462; and (5) Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, Email: wfscustomerservice@wellsfargo.com, Toll-Free: (800) 645-3751.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

About Southwest Airlines Co.
Southwest Airlines Co. operates Southwest Airlines, a major passenger airline that provides scheduled air transportation in the United States and near-international markets. We commenced service on June 18, 1971, with three Boeing 737 aircraft serving three Texas cities: Dallas, Houston, and San Antonio. As of September 30, 2026, we had a total of 803 Boeing 737 aircraft in our fleet and served 120 destinations in the United States and near-international countries.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Specific forward-looking statements include, without limitation, statements related to the proposed terms of the offering described herein, the completion, timing, and size of the proposed offering, and the anticipated use of proceeds from the offering. Forward-looking statements involve risks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors include, among others, (i) the impact of geopolitical conflicts, fears or actual outbreaks of diseases, extreme or severe weather and natural disasters, actions of competitors (including, without limitation, pricing, scheduling, capacity, and network decisions, and consolidation and alliance activities), governmental actions, consumer perception, consumer uncertainties with respect to trade policies, tariffs, or government shutdowns, economic conditions, fears or actual acts of terrorism or war, sociodemographic trends, and other factors beyond the Company's control, on consumer behavior and the Company's results of operations and business decisions, plans, strategies, and results; and (ii) other factors, as described in the Company's filings with the SEC, including the detailed factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, the Company expressly disclaims any obligation to disseminate, after the date of this press release, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

 

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SOURCE Southwest Airlines Co.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Southwest Airlines' LUV senior-note offering?

The $1.25 billion offering consists of $600 million of 5.750% senior notes due 2029 and $650 million of 6.000% senior notes due 2031.

When is Southwest Airlines' senior-note offering expected to close?

Southwest Airlines expects the offering to close on or about November 2, 2026, subject to customary closing conditions.