Southwest Airlines Company filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| 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:
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 | ||||||