Southwest (NYSE: LUV) COO logs tax-withholding share disposition

Rhea-AI Filing Summary

Southwest Airlines Co. Chief Operating Officer Andrew M. Watterson reported a tax-related share disposition under the company’s equity plan. On February 21, 2026, 17,942 shares of common stock were withheld at $52.09 per share to cover taxes, a non‑open‑market transaction. After this, he directly owned 171,753 shares, and indirectly held 17,926 shares through the company’s Retirement Savings Plan, which reflects exempt plan transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Watterson Andrew M

(Last) (First) (Middle)

2702 LOVE FIELD DRIVE

HDQ 4GC

(Street)

DALLAS TX 75235

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHWEST AIRLINES CO [ LUV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2026		F		17,942	D	$52.09	171,753	D
Common Stock								17,926(1)	I	By Retirement Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Holdings reflect exempt transactions under the Issuer's Retirement Savings Plan.

Remarks:

	/s/ Claire Hoedebeck, on behalf of and as attorney-in-fact for Andrew M. Watterson	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Southwest (LUV) COO Andrew Watterson report?

Andrew Watterson reported a tax-withholding disposition of Southwest common stock. On February 21, 2026, 17,942 shares were withheld at $52.09 per share to satisfy tax obligations related to equity compensation, rather than being sold in the open market.

Was the Southwest (LUV) COO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. It was coded as an “F” transaction, meaning shares were withheld by the issuer at $52.09 per share to cover tax liability tied to equity awards, a routine administrative disposition.

How many Southwest (LUV) shares does the COO own after the reported transaction?

After the tax-withholding disposition, Andrew Watterson directly owned 171,753 Southwest common shares. He also had 17,926 additional shares held indirectly through the company’s Retirement Savings Plan, which the filing notes as exempt plan-related holdings.

What does the Form 4 footnote say about the Southwest (LUV) retirement plan holdings?

The footnote explains that the reported retirement plan holdings reflect exempt transactions under Southwest’s Retirement Savings Plan. This means the changes in those indirect holdings occur within the plan framework and are treated as exempt under applicable reporting rules.

What does transaction code F mean in the Southwest (LUV) COO’s Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 17,942 Southwest shares were withheld at $52.09 each to satisfy tax obligations arising from equity compensation, rather than being voluntarily sold for cash proceeds.