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Southwest Airlines 8-K Report, Material Agreement (Oct 25, 2024)

Reports
Material Agreements·Shareholder Matters·Exhibits & Filings
Filing Date
Filed October 25, 2024
Period End
October 25, 2024
Security
LUV
In the record · 2016–202610-K1210-Q338-K204

LUV filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 204 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Jul ’20Jul ’20
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Material agreement8-K · Nov ’26Nov ’26

01—Abstract

Summary

Summary of the 8-K filed October 25, 2024. Cited figures are marked; the original filing is the authoritative source.

On October 25, 2024, Southwest Airlines Co. entered into an Amendment to the Rights Agreement with Equiniti Trust Company, LLC, as Rights Agent.

The Rights Agreement, originally dated July 2, 2024, was terminated by advancing the expiration time of the company's common stock purchase rights to 5:00 P.M., New York City time, on October 25, 2024. At termination, all Rights previously distributed to holders of the company's common stock, par value $1.00a, expired. The filing is primarily administrative.

It reports a material definitive agreement (Item 1.01) and a material modification to the rights of security holders (Item 3.03), both tied to the termination of the shareholder rights plan. The filing does not state a financial result, a capital action, or an operational change.

The full terms are contained in Exhibit 4.2, the Amendment, which the description qualifies in its entirety. For investors, the key takeaway is that the rights plan adopted in July 2024 is no longer in effect as of the October 25, 2024 expiration time, so shareholders no longer hold those rights.

02—Key points

Key Highlights

  1. Southwest Airlines Co. and Equiniti Trust Company, LLC entered into an Amendment to the Rights Agreement dated October 25, 2024.
  2. The Amendment terminated the Rights Agreement dated July 2, 2024 by advancing the Rights' expiration time to 5:00 P.M., New York City time, on October 25, 2024.
  3. All Rights previously distributed to holders of common stock (par value $1.00) expired upon termination.
  4. The filing reports Item 1.01 (Material Definitive Agreement) and Item 3.03 (Material Modification to Rights of Security Holders).
  5. Exhibit 4.1 is the original Rights Agreement, incorporated by reference from the Form 8-K filed July 3, 2024.
  6. Exhibit 4.2 is the Amendment to the Rights Agreement, dated October 25, 2024.
  7. The filing contains no reported financial results or operating metrics.

03—Questions

Frequently Asked Questions

  1. What did Southwest Airlines do in this filing?

    The company entered into an Amendment with Equiniti Trust Company, LLC, as Rights Agent, that terminated its July 2, 2024 Rights Agreement by advancing the expiration time of the common stock purchase rights to 5:00 P.M., New York City time, on October 25, 2024.

  2. What happened to the shareholder rights?

    All Rights, which had been distributed to holders of the company's issued and outstanding common stock, expired at the termination of the Rights Agreement.

  3. When did the rights expire?

    The expiration time was advanced to 5:00 P.M., New York City time, on October 25, 2024.

  4. Does this filing report financial results?

    No. The filing addresses only the rights agreement amendment and termination under Items 1.01, 3.03 and 9.01. It does not report financial results.

  5. Where can I find the full terms of the Amendment?

    The full terms are in Exhibit 4.2, the Amendment to the Rights Agreement dated October 25, 2024, which the filing incorporates by reference and which qualifies the filing's description in its entirety.

04—Continue

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