Elliott keeps major Southwest Airlines (LUV) stake at 9.3% ownership

Rhea-AI Filing Summary

Elliott Investment Management filed Amendment No. 13 to its Schedule 13D on Southwest Airlines Co., reporting beneficial ownership of 45,875,000 shares of common stock, or 9.3% of the company, based on 491,317,990 shares outstanding as of February 3, 2026.

Elliott reports an aggregate cost of approximately $922,369,820 for the shares directly held by its funds and notes that positions may be maintained in margin accounts. The funds have also entered into physically settled long call options on 7,725,000 shares with a $60.00 strike and 3,475,000 shares with a $62.50 strike, expiring June 18, 2026.

The reporting person states it has reduced the Elliott Funds’ economic exposure for portfolio management purposes, but intends for them to remain significant shareholders, expressing confidence that Southwest’s ongoing strategic initiatives will lead to greater profitability, capital-allocation opportunities and shareholder value creation.

Insights

Equity analyst

Elliott trims exposure but keeps a sizable Southwest stake.

Elliott Investment Management reports beneficial ownership of 45,875,000 Southwest shares, or 9.3% of the company, with an aggregate cost of about $922,369,820. It holds sole voting and dispositive power over these shares, indicating concentrated control over its position.

The funds have also established physically settled long call options on 7,725,000 shares at $60.00 and 3,475,000 shares at $62.50, expiring on June 18, 2026. These options add leveraged upside exposure while limiting additional capital outlay versus outright share purchases.

Elliott states it has reduced the Elliott Funds’ economic exposure for portfolio management reasons but plans to remain a significant shareholder, citing confidence in Southwest’s strategic initiatives and potential for higher profitability and shareholder value. The filing updates investors on ownership structure without changing Southwest’s operations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

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)

02/19/2026

(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).

SCHEDULE 13D

CUSIP No. 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 45,875,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 45,875,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

45,875,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.3 %

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. 13 ("Amendment No. 13") to the Schedule 13D filed with the Securities and Exchange Commission on August 5, 2024 (as amended, the "Schedule 13D"). This Amendment No. 13 amends and restates Items 3, 5(a)-(c) and 6 and supplements Item 4 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 13 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 $922,369,820. 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 Reporting Person intends for the Elliott Funds to remain significant shareholders of the Issuer based on its 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 491,317,990 shares of Common Stock outstanding as of February 3, 2026, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by the Issuer with the Securities and Exchange Commission on February 5, 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. 12, which were all in the open market, are set forth on Schedule 1 attached hereto and incorporated by reference herein.
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 physically settled long call options relating to (i) 7,725,000 shares of Common Stock with a strike price of $60.00 and (ii) 3,475,000 shares of Common Stock with a strike price of $62.50 (collectively, the "Call Options"). The Call Options have an expiration date of June 18, 2026. 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:	02/23/2026

FAQ

What percentage of Southwest Airlines (LUV) shares does Elliott Investment Management currently beneficially own?

Elliott Investment Management beneficially owns 9.3% of Southwest Airlines’ common stock. This corresponds to 45,875,000 shares, based on 491,317,990 shares outstanding as of February 3, 2026, as disclosed in Southwest’s Annual Report on Form 10-K filed February 5, 2026.

How many Southwest Airlines (LUV) shares does Elliott Investment Management control and at what cost?

Elliott Investment Management reports beneficial ownership of 45,875,000 Southwest shares with sole voting and dispositive power. The aggregate cost of the common stock directly held by the Elliott Funds is approximately $922,369,820, and these positions may be maintained in margin accounts with prime brokers.

What options exposure to Southwest Airlines (LUV) does Elliott Investment Management disclose?

The Elliott Funds hold physically settled long call options on 7,725,000 Southwest shares with a $60.00 strike and 3,475,000 shares with a $62.50 strike. These Call Options expire on June 18, 2026, providing additional economic exposure to Southwest’s common stock.

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

Elliott Investment Management states it reduced the Elliott Funds’ economic exposure for portfolio management purposes. Despite this adjustment, it intends for the Elliott Funds to remain significant shareholders of Southwest Airlines and expresses confidence in the company’s strategic initiatives and potential shareholder value creation.

Does Elliott Investment Management intend to remain a significant Southwest Airlines (LUV) shareholder?

Yes. Elliott Investment Management explicitly states it intends for the Elliott Funds to remain significant shareholders of Southwest Airlines. It bases this on confidence that Southwest’s execution of ongoing strategic initiatives will lead to greater profitability, attractive capital-allocation opportunities and shareholder value creation.

On what share count is Elliott Investment Management’s 9.3% Southwest Airlines (LUV) ownership based?

The reported 9.3% beneficial ownership is based on 491,317,990 Southwest Airlines common shares outstanding as of February 3, 2026. This outstanding share figure comes from Southwest’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 5, 2026.