Elliott Discloses $1.34B in LUV Shares, Adds 5.1% via Swaps for 14.8% Exposure

Rhea-AI Filing Summary

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.

Positive

• Increased direct ownership to 51,128,500 shares, representing 9.7% of outstanding common stock
• Substantial combined economic exposure of approximately 14.8% when including cash-settled swaps
• Material capital committed: approximately $1,343,906,499 invested in directly held shares

Negative

• Swaps do not provide voting or disposition rights for the 26,543,000 subject shares, limiting governance control
• Positions may be held in margin accounts and could be pledged as collateral, introducing leverage-related risks

Insights

Financial Analyst

TL;DR: Elliott holds a meaningful 9.7% stake and 14.8% total economic exposure, signaling sizable activist buying but limited voting control from swaps.

The filing quantifies a direct equity position of 51.13 million shares representing 9.7% of Southwest's 525.19 million shares outstanding and reports approximately $1.344 billion of purchase cost. The additional 26.543 million share equivalent via cash-settled swaps raises economic exposure to 14.8% while the counterparties retain the referenced voting rights. For investors, this is a material ownership disclosure that could presage engagement but does not by itself change governance due to swap mechanics.

Corporate Governance Expert

TL;DR: Elliott's stake is large enough to be influential, yet the swaps explicitly do not grant voting or disposition power.

The Schedule 13D amendment restates purpose as increasing exposure based on belief in the issuer's strategic initiatives. The separation between economic exposure and voting rights is explicit: the Cash Derivative Agreements are cash-settled and Elliott disclaims beneficial ownership of the subject shares. That distinction is central for governance impact: economic alignment is significant, but formal control or proxy influence is limited absent additional agreements or share purchases that carry voting power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

08/18/2025

(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. 9 ("Amendment No. 9") to the Schedule 13D filed with the Securities and Exchange Commission on August 5, 2024 (as amended, the "Schedule 13D"). This Amendment No. 9 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. 9 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 $1,343,906,499. 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 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 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 525,187,709 shares of Common Stock outstanding as of July 23, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed by the Issuer with the Securities and Exchange Commission on July 24, 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 26,543,000 shares of Common Stock of the Issuer (collectively representing economic exposure comparable to 5.1% 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 14.8% 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:	08/20/2025

FAQ

How many Southwest (LUV) shares does Elliott beneficially own?

Elliott reports beneficial ownership of 51,128,500 shares, equal to 9.7% of outstanding common stock.

What is Elliott's total economic exposure to LUV including derivatives?

Including cash-settled swaps tied to 26,543,000 shares, Elliott reports combined economic exposure of approximately 14.8%.

How much did Elliott pay for its directly held Southwest shares?

The aggregate cost for the directly held shares is reported as approximately $1,343,906,499.

Do the derivative agreements give Elliott voting rights over the referenced shares?

No. The cash-settled swaps provide economic exposure but do not give Elliott the power to vote or direct disposition of the subject shares.

What disclosure date or event triggered this Schedule 13D amendment?

The filing identifies an event date of 08/18/2025 and the amendment is labeled Amendment No. 9 to the original Schedule 13D.