Welcome to our dedicated page for Southwest Airls Co SEC filings (Ticker: LUV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Southwest Airlines Co. filings document the operating results, governance, capital structure, and material events of a New York Stock Exchange-listed airline. Its 8-K reports furnish quarterly earnings releases, Regulation FD outlook updates, board changes, and material agreements connected to financing and operating performance.
The company’s regulatory record also includes proxy materials covering director elections, executive compensation, shareholder voting matters, and board governance. Financing-related filings describe senior debt securities, indenture terms, secured credit facilities, aircraft-related collateral, registered common stock, and other obligations that affect Southwest’s capital structure and risk disclosures.
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.
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.
Southwest Airlines Co. is offering $1,500,000,000 of senior unsecured notes, split between $750,000,000 4.375% notes due November 15, 2028 and $750,000,000 5.250% notes due November 15, 2035. Interest is payable semi‑annually on May 15 and November 15, beginning on May 15, 2026.
The 2028 notes were priced at 99.951% with underwriting discounts of 0.500%, yielding proceeds of $745,882,500 before expenses; the 2035 notes were priced at 99.774% with underwriting discounts of 0.650%, yielding proceeds of $743,430,000. The company estimates net proceeds of about $1.49 billion for general corporate purposes, which may include repayment or redemption of indebtedness.
The notes are unsecured, unsubordinated obligations ranking equally with other senior unsecured debt and are not subject to a sinking fund. Southwest may redeem the notes at the applicable make‑whole price before the Par Call Dates and at 100% of principal thereafter; upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued interest. The notes will not be listed, and settlement is expected on November 3, 2025. As of September 30, 2025, on an as‑adjusted basis, total indebtedness would be approximately $5.59 billion.
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.