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Southwest Airlines 8-K Report, Material Agreement (Nov 2, 2026)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed November 2, 2026
Period End
November 2, 2026
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. Material agreement8-K · Nov ’17Nov ’17
  2. Leadership change8-K · Nov ’21Nov ’21
  3. Material agreement8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed November 2, 2026. Cited figures are marked; the original filing is the authoritative source.

On November 2, 2026, Southwest Airlines Co. completed a public offering of $1.25 billiona aggregate principal amount of debt securities.

The offering consisted of $600 millionb of 5.750% Notes due 2029 and $650 million of 6.000% Notes due 2031. 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 2, 2026. The offering was made under the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909) and a prospectus supplement dated October 26, 2026, and it was completed under an underwriting agreement dated October 26, 2026 with Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC.

The filing reports the Notes as a direct financial obligation of the company under Item 2.03, which means the company has taken on new debt of $1.25 billionc in total. The filing sets out the coupon rates and maturities of the two tranches but does not describe any other terms of the offering. The filing also lists the exhibits, which include the underwriting agreement, the forms of the two global notes, and a legal opinion and consent from Vinson & Elkins L.L.P.

02—Key points

Key Highlights

  1. Southwest Airlines Co. completed a public offering of $1.25 billion aggregate principal amount of debt securities on November 2, 2026.
  2. The offering included $600 million of 5.750% Notes due 2029 and $650 million of 6.000% Notes due 2031.
  3. The 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 2, 2026.
  4. The Notes were issued under the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909), with a prospectus supplement dated October 26, 2026.
  5. The underwriters named in the underwriting agreement dated October 26, 2026 are Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC.
  6. The filing is reported under Item 1.01 (Material Definitive Agreement), Item 2.03 (Direct Financial Obligation), and Item 8.01 (Other Events).

03—Questions

Frequently Asked Questions

  1. How much debt did Southwest Airlines issue in this offering?

    The company completed a public offering of $1.25 billion aggregate principal amount of debt securities, made up of $600 million of 5.750% Notes due 2029 and $650 million of 6.000% Notes due 2031.

  2. What are the maturities and interest rates on the new Notes?

    The 2029 Notes carry a 5.750% rate and mature in 2029. The 2031 Notes carry a 6.000% rate and mature in 2031.

  3. Under what legal framework 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 2, 2026. They were issued pursuant to the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909).

  4. Who underwrote the offering?

    The underwriting agreement dated October 26, 2026 is with Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC.

04—Continue

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