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Southwest Airlines Co. 8-K Filings

LUV NYSE

Every 8-K that Southwest Airlines Co. (LUV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow LUV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LUV filings page.

Rhea-AI Summary

Southwest Airlines Co. entered into a new $2 billion five-year revolving credit facility with a syndicate of lenders, replacing its prior facility dated August 3, 2016, which had been scheduled to expire on August 4, 2028. The new Revolving Credit Agreement includes an uncommitted accordion feature that could increase total commitments to $3 billion, subject to incremental lender commitments. As of the agreement date, no borrowings are outstanding. Borrowings bear interest at either the Term SOFR Rate (subject to a 1.00% floor) plus a margin of 0.875%–1.625%, or the Alternate Base Rate plus a margin of 0.000%–0.625%, depending on the Company’s Index Debt Rating. The facility is supported by a lien-free pool of specified aircraft and related assets that must maintain an appraised value of at least 1.25 times the total commitments and includes a financial covenant requiring a Coverage Ratio of 1.25 to 1.00, with a one-time option to reduce this to 0.80 to 1.00 for two consecutive fiscal quarters. The facility matures on August 10, 2031, with up to two optional one-year maturity extensions, subject to lender consent.

Rhea-AI Summary

Southwest Airlines Co. appointed Varun Krishna and Jason T. Liberty to its Board of Directors, effective August 10, 2026, and expanded the Board to thirteen members. Both are non-employee directors and currently receive an annual cash retainer of $100,000, pro-rated for the June 2026–May 2027 service period, plus extensive flight-related benefits for themselves, spouses, children, and qualified charities.

Non-employee directors are also eligible for equity grants under the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan, with 2026 awards having a grant date value of approximately $170,000, and for retirement payments of $35,000 or $75,000 under the Severance Plan for Directors depending on years of service. Krishna and Liberty have not been appointed to any Board committees and the company states they have no material related-party interests requiring disclosure.

Rhea-AI Summary

Southwest Airlines Co. updated senior leadership pay structures after a review of compensation at major U.S. airlines. On August 5, 2026, the board’s Compensation Committee approved new annual base salaries and long-term incentive opportunity targets, effective August 15, 2026, for key officers, including the named executive officers.

President, Chief Executive Officer & Vice Chairman Bob Jordan’s base salary was set at $1,225,000, with a long-term incentive opportunity target of 1200% of base salary and a short-term incentive target of 200%. The Chief Operating Officer’s base salary was set at $815,000 with a 500% long-term and 150% short-term incentive target. Three Executive Vice Presidents each received a base salary of $805,000, with 500% long-term and 135% short-term incentive targets. The Committee aligned compensation more closely with the average total direct compensation of American Airlines Group Inc., Delta Air Lines, Inc., and United Airlines Holdings, Inc., using reported 2025 peer data without aging it forward.

Rhea-AI Summary

Southwest Airlines Co. reported strong second quarter 2026 results, with operating revenues of $8.4 billion, up 16.4% year-over-year, and record adjusted operating revenues of $8.7 billion, up 20.3%. Net income was $233 million, or $0.47 diluted EPS, while adjusted net income was $465 million, or $0.94 adjusted EPS.

Operating margin was 3.4%, and adjusted operating margin reached 6.7% despite fuel expense rising $889 million, with fuel at $3.92 per gallon and an estimated $1.17 headwind to adjusted EPS. Capacity grew 0.2%, RASM increased 16.2%, and adjusted RASM rose 20.1%.

Liquidity totaled $5.3 billion, including $3.8 billion of cash and cash equivalents, and gross leverage was 2.1x. For third quarter 2026, adjusted EPS is guided to $0.50–$0.75, and full-year 2026 adjusted EPS to $3.25–$4.25, replacing a prior expectation of at least $4.00.

Rhea-AI Summary

Southwest Airlines Co. entered into an amendment to its senior secured term loan facility, adding $1.0 billion of incremental term loans and increasing total outstanding term loans under the facility to $1.5 billion.

The amended term loans mature on March 11, 2029, bear interest on substantially the same terms as the original agreement, and may be prepaid at any time without premium or penalty, although repaid amounts cannot be reborrowed. The obligations are secured by a pool of aircraft and related assets, subject to a minimum collateral coverage ratio and flexibility to add, remove, or replace collateral if that ratio is maintained.

The amendment also updates the uncommitted incremental feature to permit up to an additional $1.0 billion of future incremental term loan commitments under the same credit agreement, while the company’s existing revolving credit facility remains unchanged.

Rhea-AI Summary

Southwest Airlines Co. held its Annual Meeting of Shareholders on May 7, 2026, where investors cast votes on board elections, executive pay, and auditors. Shareholders voted on eleven director nominees, with most receiving strong support; for example, Pierre R. Breber received 370,998,884 votes for and 7,870,553 against, while Christopher P. Reynolds received 230,555,780 votes for and 145,944,626 against.

An advisory, non-binding vote on executive compensation received 364,384,778 votes for, 13,450,799 against, and 1,625,281 abstentions, with 62,994,310 broker non-votes. Shareholders also considered a proposal to ratify Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, which received 430,433,346 votes for, 10,943,832 against, and 1,077,990 abstentions.

Rhea-AI Summary

Southwest Airlines reported a solid turnaround in first quarter 2026, posting net income of $227 million and diluted EPS of $0.45, compared with a loss a year earlier. Operating revenue reached $7.2 billion, up 12.8%, and operating margin improved to 4.6%, an 8.1‑point gain.

The company generated $1.4 billion in operating cash flow and returned over $1.3 billion to shareholders through buybacks and dividends. Record first‑quarter passenger and operating revenues, double‑digit unit revenue growth, and disciplined cost control offset significantly higher fuel costs of $2.73 per gallon.

For second quarter 2026, Southwest guides adjusted EPS to $0.35–$0.65, with unit revenues (RASM) expected to rise 16.5%–18.5% year over year and CASM‑X up 3.5%–4.0%. Management is maintaining a full‑year adjusted EPS goal of $4.00, contingent on fuel prices and revenue performance.

Rhea-AI Summary

Southwest Airlines Co. entered a new $500 million senior secured term loan credit facility that was fully drawn on March 11, 2026. The term loan matures on March 11, 2029 and can be prepaid at any time without premium or penalty, though amounts repaid cannot be reborrowed.

The facility carries interest based on Term SOFR plus 1.10% per year or an Alternate Base Rate plus 0.10% per year, each with stated floors. It is secured by a pool of aircraft and related assets, with a required minimum collateral coverage ratio and flexibility to adjust the collateral pool, and it sits alongside an existing revolving credit facility that was not amended.

Rhea-AI Summary

Southwest Airlines Co. reported that directors C. David Cush and Gregg A. Saretsky have each submitted their resignations from the Board of Directors, effective February 23, 2026. The company stated that neither departure is due to any disagreement regarding its operations, policies, or practices.

Rhea-AI Summary

Southwest Airlines Co. submitted a current report to furnish, rather than file, its latest earnings information. On January 28, 2026, the company issued an Earnings Press Release detailing its financial results for the fourth quarter and full year 2025, which is attached as Exhibit 99.1.

The report classifies this disclosure under results of operations and financial condition and specifies that the press release is not subject to certain Exchange Act liabilities nor automatically incorporated into other securities filings, unless specifically referenced.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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).