Southwest Airlines completes $1.25B debt offering
The notes were issued under the company's February 6, 2024 indenture, supplemented by an officer's certificate dated November 2, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Southwest Airlines Co. completed a public offering of $1.25 billion aggregate principal amount of debt securities on November 2, 2026. The offering comprised $600 million of 5.750% Notes due 2029 and $650 million of 6.000% Notes due 2031. Material terms were described in a prospectus supplement dated October 26, 2026.
8-K Event Classification
Key Figures
Key Terms
Indenture financial
Officer's Certificate financial
prospectus supplement financial
Global Notes financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much debt did LUV issue, and what are the terms?
Under what indenture were LUV's notes issued?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 2, 2026, Southwest Airlines Co. (the “Company”) completed the public offering of $1,250,000,000 aggregate principal amount of debt securities, consisting of $600,000,000 aggregate principal amount of the Company’s 5.750% Notes due 2029 (the “2029 Notes”) and $650,000,000 aggregate principal amount of the Company’s 6.000% Notes due 2031 (the “2031 Notes” and together with the 2029 Notes, the “Notes”).
The Notes were issued under an indenture, dated as of February 6, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by that certain officer’s certificate of the Company, dated November 2, 2026 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”). A form of the Base Indenture was filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 4.1 to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-276909) (the “Registration Statement”), filed with the Commission on February 7, 2024.
The forms of the 2029 Notes and the 2031 Notes (together, the “Global Notes”) issued pursuant to the Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively, and the terms and conditions thereof are incorporated by reference herein. The Global Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
The material terms of the Notes are described in the prospectus supplement, dated October 26, 2026, filed by the Company with the Commission on October 28, 2026, pursuant to Rule 424(b)(5) of the Securities Act of 1933, which relates to the offer and sale of the Notes and supplements the prospectus, dated February 7, 2024, that constitutes a part of the Registration Statement. The Notes have been issued pursuant to the Registration Statement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01 | Other Events. |
The Company completed its public offering of the Notes pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 1.1 | Underwriting Agreement, dated as of October 26, 2026, by and among the Company, Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC. | |
| 4.1 | Form of Global Note representing all 5.750% Notes due 2029. | |
| 4.2 | Form of Global Note representing all 6.000% Notes due 2031. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST AIRLINES CO. | ||||||
| Date: November 2, 2026 |
By: | /s/ Jeff Novota | ||||
| Jeff Novota | ||||||
| Senior Vice President Chief Legal Officer & Corporate Secretary | ||||||