01—Abstract
Summary
Summary of the 8-K filed January 27, 2025. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. filed a Form 8-K on January 27, 2025 under Item 7.01 (Regulation FD Disclosure) to announce a change in the default settlement method for its 1.250%a Convertible Senior Notes due 2025.
The Company delivered a Notice of Change in Default Settlement Method to securityholders and Computershare Trust Company, N.A., as trustee, stating that the Default Settlement Method is changed to Cash Settlement. Under the terms of the First Supplemental Indenture dated May 1, 2020, all notes validly surrendered for conversion on or after January 27, 2025 will be settled using cash as the settlement method. The notice is issued pursuant to Section 7.02(a)(iii) of the Supplemental Indenture and is furnished as Exhibit 99.1.
The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. For investors, the filing is a procedural notice affecting the settlement mechanics of the convertible notes rather than a change to the Company's operations or financial results. It does not state any dollar amounts, conversion rates, or financial metrics.
02—Key points
Key Highlights
- Southwest Airlines Co. changed the default settlement method for its 1.250% Convertible Senior Notes due 2025 to Cash Settlement.
- The change applies to all notes validly surrendered for conversion on or after January 27, 2025.
- The notice was delivered under Section 7.02(a)(iii) of the First Supplemental Indenture dated May 1, 2020.
- The notice was delivered to securityholders, the Conversion Agent, and Computershare Trust Company, N.A., as trustee.
- The filing is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for Section 18 purposes.
- The filing does not disclose any dollar amounts, conversion rates, or financial results.
03—Questions
Frequently Asked Questions
What does the change in default settlement method mean for noteholders?
Notes validly surrendered for conversion on or after January 27, 2025 will be settled using Cash Settlement as the Settlement Method under the Supplemental Indenture.
Which securities are affected by this notice?
The notice applies to the Company's 1.250% Convertible Senior Notes due 2025 (CUSIP No. 844741 BG2), issued under the Indenture dated September 17, 2004, as supplemented by the First Supplemental Indenture dated May 1, 2020.
Who is the trustee for the notes?
Computershare Trust Company, N.A., is the successor trustee to Wells Fargo Bank, National Association.
Does this filing change Southwest Airlines' financial results or operations?
The filing is a procedural notice about settlement mechanics for the convertible notes. It does not report financial results or operational changes, and it does not state any financial figures.
Is the information in this filing considered filed with the SEC?
No. The information in Item 7.01 and Exhibit 99.1 is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into Securities Act filings except where expressly referenced.
04—Continue