Elliott keeps 13.1% economic exposure in Southwest Airlines (NYSE: LUV)

Rhea-AI Filing Summary

Elliott Investment Management filed Amendment No. 11 to its Schedule 13D on Southwest Airlines, reporting beneficial ownership of 51,128,500 common shares, or 9.9% of the company, with sole voting and dispositive power. These shares were acquired at an aggregate cost of approximately $1.37 billion, and the percentage is based on 517,155,080 shares outstanding as of October 22, 2025.

Elliott Funds also hold cash-settled swap agreements referencing 16,365,000 Southwest shares, providing additional economic exposure comparable to about 3.2% of the stock and bringing total combined economic exposure to roughly 13.1% of the outstanding common shares. Elliott states it has reduced the Elliott Funds’ economic exposure for portfolio management purposes but intends for the funds to remain significant shareholders, citing confidence that Southwest’s ongoing strategic initiatives can lead to higher profitability, attractive capital-allocation opportunities and shareholder value creation.

Insights

Activist-investor analyst

Elliott trims economic exposure to Southwest while keeping a large 9.9% voting stake and 13.1% total economic interest.

Elliott Investment Management reports beneficial ownership of 51,128,500 Southwest Airlines common shares, equal to 9.9% of the class, with sole voting and dispositive power. They report an aggregate purchase cost of about $1,373,191,701, underscoring a sizable, high-conviction position in the airline.

In addition to the shares, Elliott Funds have cash-settled swap agreements referencing 16,365,000 shares, described as providing economic exposure comparable to 3.2% of Southwest’s stock. Together with the common shares, Elliott cites combined economic exposure of about 13.1% of the outstanding common stock, calculated using 517,155,080 shares outstanding as of October 22, 2025.

The group explains that it has reduced the Elliott Funds’ economic exposure for portfolio management purposes while intending to remain a significant shareholder. It links this stance to confidence that Southwest’s ongoing strategic initiatives may translate into greater profitability, accretive capital-allocation opportunities and shareholder value, though actual results will depend on the company’s execution and future operating performance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

12/12/2025

(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)

9.9 %

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. 11 ("Amendment No. 11") to the Schedule 13D filed with the Securities and Exchange Commission on August 5, 2024 (as amended, the "Schedule 13D"). This Amendment No. 11 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. 11 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 $1,373,191,701. 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 517,155,080 shares of Common Stock outstanding as of October 22, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed by the Issuer with the Securities and Exchange Commission on October 23, 2025.
(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 during the past sixty (60) days, 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 notional principal amount derivative agreements (the "Cash Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 16,365,000 shares of Common Stock of the Issuer (collectively representing economic exposure comparable to 3.2% 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 13.1% 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:	12/16/2025

FAQ

What ownership stake does Elliott Investment Management report in Southwest Airlines (LUV)?

Elliott Investment Management reports beneficial ownership of 51,128,500 shares of Southwest Airlines common stock, representing 9.9% of the outstanding class, with sole voting and dispositive power.

How much did Elliott pay for its Southwest Airlines (LUV) share position?

The disclosure states that the aggregate cost of the shares of Southwest Airlines common stock directly held by the Elliott Funds is approximately $1,373,191,701.

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

Elliott Investment Management indicates combined economic exposure to Southwest Airlines of approximately 13.1% of the outstanding common stock, including both directly held shares and cash-settled swap positions.

What derivatives does Elliott use to gain additional exposure to Southwest Airlines (LUV)?

The Elliott Funds have entered into notional principal amount derivative agreements in the form of cash-settled swaps referencing an aggregate of 16,365,000 shares of Southwest common stock, which provide economic exposure but no voting or dispositive power.

Why did Elliott change its economic exposure to Southwest Airlines (LUV)?

Elliott states that it reduced the economic exposure of the Elliott Funds for portfolio management purposes, while still planning for the funds to remain significant shareholders.

How was Elliott’s 9.9% ownership percentage in Southwest Airlines (LUV) calculated?

The 9.9% beneficial ownership is based on 51,128,500 shares held by Elliott compared with 517,155,080 shares of Southwest common stock outstanding as of October 22, 2025, as disclosed in the company’s Form 10-Q for the quarter ended September 30, 2025.

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

Yes. Elliott states that it intends for the Elliott Funds to remain significant shareholders of Southwest Airlines, citing confidence that the company’s ongoing strategic initiatives will translate into greater profitability, accretive capital-allocation opportunities and shareholder value creation.