01—Abstract
Summary
Summary of the 8-K filed November 3, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 3, 2025, Southwest Airlines Co. completed a public offering of $1.5 billiona aggregate principal amount of debt securities, consisting of $750 million of 4.375% Notes due 2028 and $750 million of 5.250% Notes due 2035.
The Notes were issued under a base indenture dated February 6, 2024 with U.S. Bank Trust Company, National Association as trustee, as supplemented by an officer's certificate dated November 3, 2025. The offering was made under the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909) and the prospectus supplement dated October 27, 2025. The filing discloses the Notes as a direct financial obligation, reported under Item 2.03.
The underwriting agreement, dated October 27, 2025, was with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
Vinson & Elkins L.L.P. provided a legality opinion (Exhibit 5.1). The filing does not state the use of proceeds, pricing, yields, or any effect on the company's financial condition beyond the issuance itself, so investors should refer to the prospectus supplement for those terms.
02—Key points
Key Highlights
- Completed a $1.5 billion debt offering on November 3, 2025, split evenly into two tranches of $750 million each.
- 2028 Notes carry a 4.375% coupon; 2035 Notes carry a 5.250% coupon.
- Notes were issued under a base indenture dated February 6, 2024 with U.S. Bank Trust Company, National Association as trustee, supplemented by an officer's certificate dated November 3, 2025.
- Offering was made under automatic shelf registration Form S-3 (No. 333-276909) and a prospectus supplement dated October 27, 2025.
- Underwriters were BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
- Filing reports the Notes under Item 2.03 as a creation of a direct financial obligation.
03—Questions
Frequently Asked Questions
How much debt did Southwest Airlines issue and in what structure?
The company issued $1.5 billion aggregate principal amount of debt securities: $750 million of 4.375% Notes due 2028 and $750 million of 5.250% Notes due 2035.
Under what agreement were the Notes issued?
The Notes were issued under a base indenture dated February 6, 2024 between the company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by an officer's certificate dated November 3, 2025.
Which registration statement and prospectus supplement covered the offering?
The Notes were issued under automatic shelf registration statement on Form S-3 (Registration No. 333-276909), with a prospectus supplement dated October 27, 2025, filed October 28, 2025 under Rule 424(b)(5).
Who were the underwriters?
The underwriting agreement dated October 27, 2025 was with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
Where can investors find the detailed terms of the Notes?
The filing states that the material terms of the Notes are described in the prospectus supplement dated October 27, 2025, and incorporates the terms of the Global Notes by reference (Exhibits 4.1 and 4.2).
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