LUV completes $1.5B senior notes issuance
Rhea-AI Filing Summary
Southwest Airlines Co. completed a public debt offering of $1,500,000,000 aggregate principal amount of senior notes. The issuance consists of $750,000,000 of 4.375% Notes due 2028 and $750,000,000 of 5.250% Notes due 2035.
The Notes were issued under an 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 and described in a prospectus supplement dated October 27, 2025.
Forms of the global notes were filed as exhibits, along with the underwriting agreement with BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan, and Morgan Stanley.
Positive
- None.
Negative
- None.
Insights
$1.5B multi-tranche notes add fixed-rate funding across 2028 and 2035.
Southwest Airlines issued two fixed-rate tranches totaling $1,500,000,000: a $750,000,000 4.375% note due 2028 and a $750,000,000 5.250% note due 2035. The structure staggers maturities and locks in rates noted in the prospectus supplement.
The notes were issued under the existing February 6, 2024 base indenture with U.S. Bank Trust Company, N.A. as trustee, indicating use of a standardized framework. Specific uses of proceeds and any redemption terms are in the referenced prospectus supplement, not detailed here.
Key items to reference are the stated coupons, maturities, and the underwriting syndicate disclosed. Any impact on leverage or liquidity depends on terms in the supplement and subsequent financial disclosures.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 3, 2025, Southwest Airlines Co. (the “Company”) completed the public offering of $1,500,000,000 aggregate principal amount of debt securities, consisting of $750,000,000 aggregate principal amount of the Company’s 4.375% Notes due 2028 (the “2028 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.250% Notes due 2035 (the “2035 Notes” and together with the 2028 Notes, the “Notes”).
The Notes were issued under an indenture, dated as of February 6, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by that certain officer’s certificate of the Company, dated November 3, 2025 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”). A form of the Base Indenture was filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 4.1 to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-276909) (the “Registration Statement”), filed with the Commission on February 7, 2024.
The forms of the 2028 Notes and the 2035 Notes (together, the “Global Notes”) issued pursuant to the Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively, and the terms and conditions thereof are incorporated by reference herein. The Global Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
The material terms of the Notes are described in the prospectus supplement, dated October 27, 2025, filed by the Company with the Commission on October 28, 2025, pursuant to Rule 424(b)(5) of the Securities Act of 1933, which relates to the offer and sale of the Notes and supplements the prospectus, dated February 7, 2024, that constitutes a part of the Registration Statement. The Notes have been issued pursuant to the Registration Statement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01 | Other Events. |
The Company completed its public offering of the Notes pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 1.1 | Underwriting Agreement, dated as of October 27, 2025, by and among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC. | |
| 4.1 | Form of Global Note representing all 4.375% Notes due 2028. | |
| 4.2 | Form of Global Note representing all 5.250% Notes due 2035. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST AIRLINES CO. | ||||||
| Date: November 3, 2025 | By: | /s/ Jeff Novota | ||||
| Jeff Novota | ||||||
| Senior Vice President Chief Legal Officer & Corporate Secretary | ||||||