Elliott cuts Southwest (NYSE: LUV) stake but holds 8.5% total exposure

Rhea-AI Filing Summary

Elliott Investment Management filed Amendment No. 14 to its Schedule 13D on Southwest Airlines, disclosing a reduced economic exposure for portfolio management purposes while remaining a significant shareholder. Elliott reports beneficial ownership of 24,308,000 shares of common stock, equal to 4.9% of the class, based on 491,075,748 shares outstanding as of March 11, 2026.

The Elliott funds directly invested approximately $658,076,071 to acquire their common stock position, which may be held in margin accounts. In addition to the shares, the Elliott funds hold cash-settled swaps referencing 1,231,000 shares (about 0.3% of the company) and several Swap Call Options with strike prices of $45.00, $60.00 and $62.50 expiring in April 2026 and June 2026.

Collectively, the swaps and options provide economic exposure comparable to about 3.5% of Southwest’s shares, and Elliott states it has combined economic exposure of approximately 8.5% of shares outstanding. Elliott explains that exposure was reduced for portfolio management reasons but expresses continued confidence in Southwest’s strategic initiatives, profitability goals and shareholder value potential.

Insights

Activist investor analyst

Elliott trims Southwest exposure but maintains sizable 8.5% economic stake.

Elliott Investment Management now reports 4.9% beneficial ownership in Southwest Airlines, plus derivatives taking total economic exposure to about 8.5%. The filing explicitly says the exposure reduction is for portfolio management, while reaffirming confidence in Southwest’s ongoing strategic initiatives and profitability ambitions.

The structure combines $658,076,071 of directly held stock with cash-settled swaps on 1,231,000 shares and call options that can convert into additional swaps. Because these instruments are cash settled, Elliott gains economic upside or downside without voting power over the referenced shares.

This amendment signals a modest step back from peak exposure rather than an exit. Elliott remains a large, economically aligned holder, which can keep pressure on management to pursue profitability improvements and capital-allocation moves it views as value-creating, though the filing does not outline specific demands or timelines.

Key Figures

Beneficial ownership shares: 24,308,000 shares Beneficial ownership percentage: 4.9% Aggregate stock cost: $658,076,071 +5 more

8 metrics

Beneficial ownership shares 24,308,000 shares Common stock beneficially owned by Elliott

Beneficial ownership percentage 4.9% Percent of Southwest common stock class

Aggregate stock cost $658,076,071 Cost of common stock directly held by Elliott funds

Shares outstanding baseline 491,075,748 shares Southwest shares outstanding as of March 11, 2026

Swaps reference shares 1,231,000 shares Subject shares in cash-settled swaps (~0.3% of shares)

Derivatives economic exposure 3.5% Economic exposure from swaps and Swap Call Options

Total economic exposure 8.5% Combined economic exposure to Southwest shares

Swap Call Option strikes $45.00, $60.00, $62.50 Option strike prices expiring April 17 and June 18, 2026

Key Terms

beneficially owned, cash settled swaps, Cash Derivative Agreements, Swap Call Options, +2 more

6 terms

beneficially owned financial

"for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

cash settled swaps financial

"derivative agreements (the "Cash Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 1,231,000 shares"

Cash Derivative Agreements financial

"The Cash Derivative Agreements provide the Elliott Funds with economic results that are comparable to the economic results of ownership"

Swap Call Options financial

"option contracts with unaffiliated third-party financial institutions which are exercisable by the Elliott Funds into Cash Derivative Agreements (the "Swap Call Options")"

economic exposure financial

"Collectively, the Cash Derivative Agreements and Swap Call Options held by the Elliott Funds represent economic exposure comparable to an interest in approximately 3.5% of the shares"

Economic exposure is the degree to which a company’s future cash flows and overall value can change because of shifts in broad economic forces—most commonly currency rates, interest rates, or inflation. Think of a business as a sailboat whose speed and direction can be pushed off course by changing winds; investors care because greater exposure means more uncertainty in earnings and valuation, influencing risk assessment and hedging choices.

margin accounts financial

"may effect purchases of the shares of Common Stock through margin accounts maintained for the Elliott Funds with prime brokers"

A margin account is a brokerage account that lets an investor borrow money from the broker to buy more securities than they could with cash alone, using the securities in the account as security for the loan. Think of it like a mortgage for stock purchases: borrowing increases potential gains but also magnifies losses, can trigger a forced sale if the account falls below required limits, and carries interest costs—factors investors must manage carefully.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 08:00 PM Learn about SEC filing dates

FAQ

How many Southwest Airlines (LUV) shares does Elliott Investment Management currently beneficially own?

Elliott Investment Management reports beneficial ownership of 24,308,000 Southwest Airlines common shares, representing 4.9% of the outstanding stock. This percentage is calculated using 491,075,748 shares outstanding as of March 11, 2026, cited from Southwest’s definitive proxy statement on Schedule 14A.

What is Elliott Investment Management’s total economic exposure to Southwest Airlines (LUV)?

Elliott states it has combined economic exposure to approximately 8.5% of Southwest’s outstanding common shares. This includes directly held stock plus cash-settled swaps and call options that reference additional shares, giving Elliott economic results similar to ownership without extra voting power on the referenced shares.

How much has Elliott Investment Management spent acquiring its Southwest Airlines (LUV) common stock position?

The Elliott funds report an aggregate cost of approximately $658,076,071 for the Southwest Airlines common stock they directly hold. These shares may be held in margin accounts with prime brokers, which can use the stock and other securities in the accounts as collateral for margin balances.

What derivatives on Southwest Airlines (LUV) does Elliott Investment Management hold?

Elliott funds hold cash-settled swaps referencing 1,231,000 Southwest shares, equal to about 0.3% of the company. They also hold Swap Call Options that can be exercised into additional cash-settled swaps, together providing economic exposure comparable to about 3.5% of Southwest’s outstanding shares.

What are the terms of Elliott’s Swap Call Options on Southwest Airlines (LUV)?

Elliott funds hold 49,000 Swap Call Options with a $45.00 strike expiring April 17, 2026, 77,250 options with a $60.00 strike expiring June 18, 2026, and 34,750 options with a $62.50 strike expiring June 18, 2026. Each option is exercisable into a cash-settled swap position.

Why did Elliott Investment Management reduce its Southwest Airlines (LUV) economic exposure?

The filing states Elliott reduced the Elliott Funds’ economic exposure for portfolio management purposes. It adds that the funds remain significant shareholders, based on Elliott’s confidence that Southwest’s ongoing strategic initiatives will lead to greater profitability, capital-allocation opportunities and shareholder value creation over time.

On what date did the ownership change in Southwest Airlines (LUV) trigger this amended Schedule 13D filing?

The date of the event requiring this amended Schedule 13D is April 2, 2026. The amendment, labeled Amendment No. 14, updates several items, including the beneficial ownership calculation and description of Elliott’s derivatives and overall economic exposure to Southwest Airlines common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

SOUTHWEST AIRLINES CO

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

844741108

(CUSIP Number)

Legal Department
Elliott Investment Management L.P., 360 S. Rosemary Ave, 18th Floor
West Palm Beach, FL, 33401
212-974-6000

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 844741108

1

Name of reporting person

Elliott Investment Management L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 24,308,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,308,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,308,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: SOUTHWEST AIRLINES CO
(c)	Address of Issuer's Principal Executive Offices: 2702 LOVE FIELD DR, P O BOX 36611, DALLAS, TEXAS , 75235.
Item 1 Comment: The following constitutes Amendment No. 14 ("Amendment No. 14") to the Schedule 13D filed with the Securities and Exchange Commission on August 5, 2024 (as amended, the "Schedule 13D"). This Amendment No. 14 amends and restates Items 3, 5(a)-(c) and (e) and 6 and supplements Item 4 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 14 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate cost of the shares of Common Stock directly held by the Elliott Funds is approximately $658,076,071. The Reporting Person may effect purchases of the shares of Common Stock through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock.
Item 4.	Purpose of Transaction
	The Reporting Person reduced the economic exposure of the Elliott Funds for portfolio management purposes. The Elliott Funds remain significant shareholders of the Issuer based on the Reporting Person's confidence that the Issuer's execution of ongoing strategic initiatives will translate to greater profitability, accretive capital-allocation opportunities and shareholder value creation.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Person is based upon 491,075,748 shares of Common Stock outstanding as of March 11, 2026, as disclosed in the Definitive Proxy Statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on March 27, 2026.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions in the shares of Common Stock effected by the Reporting Person since the filing of Amendment No. 13, which were all in the open market, are set forth on Schedule 1 attached hereto and incorporated by reference herein.
(e)	April 2, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of the Schedule 13D is incorporated herein by reference. The Elliott Funds have entered into notional principal amount derivative agreements (the "Cash Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 1,231,000 shares of Common Stock of the Issuer (collectively representing economic exposure comparable to 0.3% of the shares of Common Stock of the Issuer). The Cash Derivative Agreements provide the Elliott Funds with economic results that are comparable to the economic results of ownership but do not provide them or EIM with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Cash Derivative Agreements (such shares, the "Subject Shares"). EIM disclaims beneficial ownership in the Subject Shares. The counterparties to the Cash Derivative Agreements are unaffiliated third-party financial institutions. In addition, the Elliott Funds have entered into option contracts with unaffiliated third-party financial institutions which are exercisable by the Elliott Funds into Cash Derivative Agreements (the "Swap Call Options") with respect to (i) 49,000 Swap Call Options with a strike price of $45.00 and an expiration date of April 17, 2026, (ii) 77,250 Swap Call Options with a strike price of $60.00 and an expiration date of June 18, 2026, and (iii) 34,750 Swap Call Options with a strike price of $62.50 and an expiration date of June 18, 2026. Collectively, the Cash Derivative Agreements and Swap Call Options held by the Elliott Funds represent economic exposure comparable to an interest in approximately 3.5% of the shares of Common Stock. EIM has combined economic exposure in the Issuer of approximately 8.5% of the shares of Common Stock outstanding. Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Elliott Investment Management L.P.

Signature:	/s/ Elliot Greenberg
Name/Title:	Elliot Greenberg, Vice President
Date:	04/03/2026