Southwest Airls Co SEC Filings

Southwest Airlines Co. executive Lauren Tauscher Woods reported her beneficial ownership of company stock. As of the reporting date, she directly owned 34,684.492 shares of Southwest common stock. This total includes 24,015 restricted stock units granted under the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan, each convertible into one share of common stock upon vesting.

The restricted stock units are scheduled to vest over three years, with 11,593 shares vesting on February 21, 2026, 8,281 shares vesting on February 21, 2027, and 4,141 shares vesting on February 21, 2028. Woods serves as Executive Vice President and Chief Information Officer of Southwest Airlines, and this filing discloses her equity holdings as required for company insiders.

Southwest Airlines Co. reported an insider stock sale by a senior executive. Executive Vice President of Operations Justin Jones sold 8,085 shares of Southwest common stock on 12/05/2025 at a price of $37.36 per share. After this transaction, he beneficially owns 61,860 shares of Southwest stock directly. This type of transaction is a routine disclosure of insider trading activity and shows how a key executive’s personal holdings in the company have changed.

LUV filed a notice under Rule 144 for a proposed sale of 8,085 common shares through Fidelity Brokerage Services on the NYSE, with an aggregate market value of $302,055.60. The planned sale date is approximately 12/05/2025, and the issuer reports 517,155,080 shares outstanding.

The shares were acquired as restricted stock compensation that vested on four dates: 2,264 shares on 02/21/2021, 1,380 shares on 02/21/2022, 1,018 shares on 02/21/2023, and 3,423 shares on 02/21/2024, all from the issuer as compensation rather than cash purchases. The seller represents that they are not aware of any undisclosed material adverse information about the issuer and acknowledges that intentional misstatements or omissions would be a federal criminal violation.

Southwest Airlines Co. updated its outlook for full year 2025 earnings before interest and taxes, excluding special items (EBIT). The company now expects 2025 EBIT of approximately $500 million, down from its prior range of $600 million to $800 million.

Management attributes the lower outlook primarily to reduced revenue linked to the government shutdown and the impact of higher fuel prices, which are pressuring profitability. The company notes that after a temporary decline in demand related to the shutdown, customer bookings have since returned to prior expectations.

Southwest Airlines Co. completed a public debt offering of $1,500,000,000 aggregate principal amount of senior notes. The issuance consists of $750,000,000 of 4.375% Notes due 2028 and $750,000,000 of 5.250% Notes due 2035.

The Notes were issued under an indenture dated February 6, 2024 with U.S. Bank Trust Company, National Association as trustee, as supplemented by an officer’s certificate dated November 3, 2025. The offering was made under the Company’s automatic shelf registration statement on Form S-3 and described in a prospectus supplement dated October 27, 2025.

Forms of the global notes were filed as exhibits, along with the underwriting agreement with BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan, and Morgan Stanley.

Southwest Airlines Co. is offering $1,500,000,000 of senior unsecured notes, split between $750,000,000 4.375% notes due November 15, 2028 and $750,000,000 5.250% notes due November 15, 2035. Interest is payable semi‑annually on May 15 and November 15, beginning on May 15, 2026.

The 2028 notes were priced at 99.951% with underwriting discounts of 0.500%, yielding proceeds of $745,882,500 before expenses; the 2035 notes were priced at 99.774% with underwriting discounts of 0.650%, yielding proceeds of $743,430,000. The company estimates net proceeds of about $1.49 billion for general corporate purposes, which may include repayment or redemption of indebtedness.

The notes are unsecured, unsubordinated obligations ranking equally with other senior unsecured debt and are not subject to a sinking fund. Southwest may redeem the notes at the applicable make‑whole price before the Par Call Dates and at 100% of principal thereafter; upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued interest. The notes will not be listed, and settlement is expected on November 3, 2025. As of September 30, 2025, on an as‑adjusted basis, total indebtedness would be approximately $5.59 billion.

Southwest Airlines Co. launched a preliminary prospectus supplement for a primary offering of senior unsecured notes in two series maturing in 2028 and 2035. The notes rank equally with Southwest’s other unsubordinated debt, pay interest semi‑annually, and are not entitled to a sinking fund.

Holders receive a 101% cash repurchase right upon a Change of Control Triggering Event. Southwest may redeem the notes at a make‑whole price before their Par Call Dates (one month prior to the 2028 maturity and three months prior to the 2035 maturity), and at par thereafter. The notes will not be listed on any securities exchange. Net proceeds will be used for general corporate purposes, which may include repayment or redemption of indebtedness. As of October 27, 2025, secured indebtedness was $81 million, and the revolving credit facility capacity was $1.5 billion expiring in August 2028.

Southwest Airlines (LUV) reported Q3 2025 results with total operating revenues of $6,949 million and operating income of $35 million. Net income was $54 million, or $0.10 per diluted share. Fuel and oil expense fell to $1,331 million, while salaries, wages, and benefits rose to $3,219 million. Year‑to‑date, operating cash flow improved to $1,547 million.

Balance sheet and capital actions shifted materially. Cash and cash equivalents declined to $2,902 million from $7,509 million at year‑end, reflecting debt repayments and share buybacks. The company repaid $1.6 billion of 1.25% Convertible Notes at maturity and redeemed $976 million of PSP1 notes. It executed accelerated share repurchase programs of $750 million (Q1), $1.5 billion (Q2), and $250 million (Q3), and paid quarterly dividends of $0.18 per share. Southwest terminated its fuel hedging program; $36 million was reclassified to Fuel and oil expense in Q3, with $173 million remaining in AOCI to be reclassified through 2027. Air traffic liability totaled $8,125 million, including $4,505 million for loyalty. The Boeing order book shows firm commitments through 2031, with capital commitments of $15.6 billion. Shares outstanding were 517,155,080 as of October 22, 2025.

Southwest Airlines Co. furnished an 8-K announcing its financial results for the third quarter of 2025 and posted a supplemental investor presentation on October 22, 2025.

The materials were furnished, not filed, under Items 2.02 and 7.01. Included exhibits were the Earnings Press Release (Exhibit 99.1), Supplemental Information (Exhibit 99.2), and the Cover Page Interactive Data File (Exhibit 104).