Southwest Airlines (LUV) accounting officer reports tax-withheld share disposition

Rhea-AI Filing Summary

Southwest Airlines Co.'s Principal Accounting Officer, Jimmy Ryan Martinez, reported a tax-withholding disposition of 2,755 shares of common stock on February 21, 2026 at $52.09 per share. After this transaction, he directly holds 18,129 shares and indirectly holds 929 shares through a Retirement Savings Plan, with those plan holdings reflecting 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^*

Martinez Jimmy Ryan

(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)
	Principal Accounting 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		2,755	D	$52.09	18,129	D
Common Stock								929(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:

	/a/ Claire Hoedebeck, on behalf of and attorney-in-fact for Jimmy Ryan Martinez	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Southwest Airlines (LUV) report for Jimmy Ryan Martinez?

Southwest Airlines reported that Principal Accounting Officer Jimmy Ryan Martinez disposed of 2,755 shares of common stock to satisfy tax obligations. The transaction used a tax-withholding mechanism rather than an open market sale, according to the Form 4 disclosure.

Was the Southwest Airlines (LUV) insider transaction an open market sale?

The transaction was a tax-withholding disposition, not an open market sale. Shares were withheld to cover exercise price or tax liabilities, which is treated as a disposition but differs from a discretionary sale into the market.

How many Southwest Airlines (LUV) shares does Jimmy Ryan Martinez own after the Form 4?

After the Form 4 transaction, Jimmy Ryan Martinez directly holds 18,129 Southwest Airlines common shares. He also indirectly holds 929 additional shares through a Retirement Savings Plan, reflecting exempt plan-related holdings under the issuer’s retirement program.

What price per share was used in the Southwest Airlines (LUV) tax-withholding transaction?

The tax-withholding disposition used a price of $52.09 per Southwest Airlines common share. This price is applied for calculating the value of shares withheld to satisfy exercise price or tax liabilities as described in the Form 4 transaction details.

How are Southwest Airlines (LUV) Retirement Savings Plan shares treated in this Form 4?

The Form 4 notes that 929 shares are held indirectly through the Southwest Airlines Retirement Savings Plan. A footnote explains that these plan holdings reflect exempt transactions under the plan, distinguishing them from discretionary market trades by the executive.