Southwest Airls Co SEC Filings

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).

Elliott Investment Management L.P. filed Amendment No. 10 to its Schedule 13D for Southwest Airlines Company (ticker LUV), reporting beneficial ownership of 51,128,500 shares, representing 9.7% of common stock. Elliott states it increased the Elliott Funds' exposure because it believes Southwest's strategic initiatives can create long-term shareholder value.

The filing discloses that Elliott also holds economic exposure via cash-settled total return swaps referencing 33,094,509 shares (about 6.3% economic exposure), bringing combined economic exposure to approximately 16.0% of outstanding shares. Elliott disclaims beneficial ownership of the Subject Shares underlying the swaps and says counterparties are unaffiliated third-party financial institutions.

Jimmy Ryan Martinez, Principal Accounting Officer of Southwest Airlines Co. (LUV), reported the sale of 68 shares of Southwest common stock on 08/21/2025 at a price of $31.07 per share. After the transaction he beneficially owns 20,884 shares directly and 929 shares indirectly through a retirement savings plan. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Elliott Investment Management filed Amendment No. 9 to its Schedule 13D reporting ownership of 51,128,500 shares of Southwest Airlines Co. common stock, representing 9.7% of outstanding shares. The filing states the Elliott Funds paid approximately $1,343,906,499 for the directly held shares and may use margin accounts for purchases.

The filing also discloses cash-settled swap agreements providing economic exposure to an additional 26,543,000 shares (5.1%), yielding combined economic exposure of approximately 14.8%. The swaps do not convey voting or disposition rights over the referenced shares.

Andrew M. Watterson, Chief Operating Officer of Southwest Airlines Co. (LUV), reported insider transactions on Form 4. The filing shows a purchase of 17,926 shares at $31.31 on 08/18/2025 executed via a Retirement Savings Plan. The form also records a disposition of 189,695 shares. The Form 4 was signed on behalf of Mr. Watterson by an attorney-in-fact, Tim Whisler, on 08/19/2025.