[SCHEDULE 13D/A] SOUTHWEST AIRLINES CO SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Reported 9.7% direct beneficial ownership (51,128,500 shares), a material stake that shows meaningful investor interest
• Combined economic exposure of ~16.0% including cash-settled swaps, indicating substantial conviction in Southwest's strategic initiatives
• Use of cash-settled swaps where Elliott disclaims beneficial ownership of referenced shares, which clarifies voting power is not claimed for those Subject Shares

Negative

• Large disclosed position increases the likelihood of activist engagement or public pressure on management and the board
• Economic exposure via derivatives can create market perception of concentrated influence without direct voting transparency

Insights

Securities Analyst

TL;DR: Elliott now reports a near-10% stake and ~16% total economic exposure in Southwest, signaling a material activist-sized position.

Elliott's disclosure of 51.1 million shares (9.7%) is a material ownership stake under Schedule 13D standards and the additional 33.1 million-share economic exposure via cash-settled swaps meaningfully increases its economic footprint to ~16.0%. The filing states the purpose is to increase exposure based on belief in management's strategic initiatives, which suggests engagement or support rather than an immediate hostile posture, although Schedule 13D reporting typically precedes activist involvement. The clear disclaimer of beneficial ownership for the swap-referenced shares is standard for cash-settled instruments, and counterparties are third-party financial institutions, indicating no disclosed voting control over those referenced shares.

Corporate Governance Expert

TL;DR: A 9.7% reported stake with derivative exposure to 16.0% is governance-relevant and likely to attract investor and board attention.

From a governance perspective, the Schedule 13D amendment signals a significant shareholder with resources to influence outcomes. The filing explicitly ties the position to confidence in the company’s strategic initiatives, which could presage proposals, engagement, or support for management actions. The disclosure notes no other contracts, voting arrangements, or joint understandings, limiting apparent coordination risks, but the size and the public Schedule 13D status make this a potentially impactful development for boardroom dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

09/12/2025

(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 51,128,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 51,128,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

51,128,500.00

12

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

13

Percent of class represented by amount in Row (11)

9.7 %

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. 10 ("Amendment No. 10") to the Schedule 13D filed with the Securities and Exchange Commission on August 5, 2024 (as amended, the "Schedule 13D"). This Amendment No. 10 amends and restates Item 6 and supplements Item 4 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	The Reporting Person increased the Elliott Funds' exposure to the Issuer as a result of its belief that the Issuer's strategic initiatives can position the Issuer to create long-term shareholder value.
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 33,094,509 shares of Common Stock of the Issuer (collectively representing economic exposure comparable to 6.3% 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. EIM has combined economic exposure in the Issuer of approximately 16.0% 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:	09/16/2025

FAQ

How many shares of Southwest (LUV) does Elliott report owning directly?

The filing reports 51,128,500 shares beneficially owned, representing 9.7% of common stock.

What is Elliott's total economic exposure to Southwest common stock?

Elliott reports combined economic exposure of approximately 16.0% of outstanding common stock, including derivatives.

What type of derivatives does Elliott disclose in this filing?

Elliott discloses cash-settled swaps (total return swaps) referencing 33,094,509 shares, which are settled in cash and do not convey voting rights.

Does Elliott claim voting power over the shares referenced in the swaps?

No. The filing states the Cash Derivative Agreements provide economic exposure but do not provide Elliott or EIM the power to vote or direct the voting of the referenced Subject Shares.

What reason does Elliott give for increasing its exposure to Southwest (LUV)?

Elliott states it increased exposure because it believes the issuer's strategic initiatives can create long-term shareholder value.