Every material Form 8-K Southwest Airlines has filed with the SEC since February 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Southwest Airlines completed a public offering of $1.25 billion in senior debt notes on November 2, 2026. The notes are split into $600 million of 5.750% notes due 2029 and $650 million of 6.000% notes due 2031, adding new borrowing obligations to the company's balance sheet.
Total offering of $1,250,000,000 in debt securities completed November 2, 2026
$600 million of 5.750% Notes due 2029 and $650 million of 6.000% Notes due 2031
Notes issued under a February 6, 2024 indenture with U.S. Bank Trust Company, National Association, as trustee
Underwriters named in the filing include Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC
Southwest reported third quarter 2026 net income of $270 million, or $0.55 per diluted share, compared with $54 million, or $0.10 per share, a year earlier. Operating revenue rose 21.2% to $8.4 billion, but fuel expense increased by $821 million, and the company gave 2026 adjusted EPS guidance of $2.60 to $2.85.
Q3 2026 operating revenue of $8.4 billion, up 21.2% year-over-year; unit revenue (RASM) rose 21.6%
Q3 fuel cost was $3.92 per gallon, a $821 million year-over-year increase in fuel expense
Full-year 2026 adjusted EPS guidance of $2.60 to $2.85; fourth quarter adjusted EPS guidance of $0.55 to $0.80
Company paid $176 million in dividends in Q3 and will hold a Capital Markets Day in New York City on March 2, 2027
On August 10, 2026, Southwest Airlines entered into a new $2 billion five-year revolving credit facility and terminated its prior revolving credit facility dated August 3, 2016, which was set to expire August 4, 2028. No amounts were outstanding under the new facility as of the filing date, and it can be increased to $3 billion if the company obtains incremental commitments. The filing describes the facility as a financing backstop rather than a change in operating results.
New $2 billion revolving credit facility dated August 10, 2026, with a maturity date of August 10, 2031
No amounts outstanding under the new facility as of the filing date; accordion feature could raise it to $3 billion
Interest at Term SOFR plus a margin of 0.875% to 1.625%, subject to a 1.00% SOFR floor
Prior 2016 facility terminated as of August 10, 2026; it had been set to expire August 4, 2028
On August 10, 2026, Southwest Airlines appointed Varun Krishna and Jason T. Liberty to its Board of Directors, effective immediately, and increased the Board to thirteen members. The filing describes the director compensation package, which includes a $100,000 annual retainer and flight travel privileges, but does not indicate any change to business results or operations.
Varun Krishna is CEO of Rocket Companies, Inc. and interim CEO of Redfin; Jason T. Liberty is Chair and CEO of Royal Caribbean Cruises Ltd.
Board size increased to thirteen members, effective immediately on August 10, 2026.
Non-employee directors receive a $100,000 annual retainer, pro-rated for Krishna and Liberty for the June 2026 to May 2027 service period.
Neither new director has been appointed to a Board committee.
Southwest's Compensation Committee approved higher annual base salaries and long-term incentive targets for certain officers, including named executive officers, effective August 15, 2026. The changes align pay more closely with the average total direct compensation of American, Delta and United, based on unaged 2025 peer data.
CEO Bob Jordan's base salary is set at $1,225,000, with a long-term incentive target of 1200% of base salary and a short-term incentive target of 200%.
Other named executive officers' base salaries are $815,000 (Andrew Watterson) and $805,000 (Tom Doxey, Justin Jones and Anthony Roach), effective August 15, 2026.
The Committee chose the three largest U.S. airlines as the benchmark, using 2025 peer compensation data from their 2026 proxy statements without aging it forward.
Southwest reported second quarter 2026 net income of $233 million, or $0.47 diluted EPS, up from $213 million, or $0.39, a year earlier, on operating revenues of $8.4 billion, up 16.4%. The company lowered its full-year 2026 adjusted EPS guidance to $3.25 to $4.25, replacing its prior expectation of at least $4.00, citing fuel costs in a volatile fuel environment.
Q2 2026 net income $233 million, $0.47 diluted EPS, versus $213 million, $0.39 in Q2 2025; adjusted diluted EPS $0.94 versus $0.43
Q2 operating revenues $8.4 billion, up 16.4%, including a $285 million breakage revenue adjustment that the company excluded from adjusted results
Full-year 2026 adjusted EPS guidance now $3.25 to $4.25, replacing prior expectation of at least $4.00
Third quarter 2026 adjusted EPS guidance $0.50 to $0.75; Q2 fuel cost $3.92 per gallon, up $889 million year-over-year
On May 19, 2026, Southwest Airlines entered into an Increase Joinder and First Amendment to its Term Loan Credit Agreement with BNP Paribas acting as administrative and collateral agent. The amendment provides $1.0 billion of incremental term loans, bringing total term loans outstanding to $1.5 billion as of the filing date, and allows up to $1.0 billion more in incremental term loan commitments to be established later. The loans are secured by aircraft and related assets and mature March 11, 2029, so the filing adds secured debt that shareholders should weigh against the company's obligations.
First Incremental Term Loans total $1.0 billion; aggregate term loans outstanding are $1.5 billion as of the filing date.
Term loans mature March 11, 2029 and can be prepaid at any time without premium or penalty on at least three business days' notice.
Loans are secured by aircraft and related assets, including new assets added in the joinder, subject to a minimum collateral coverage ratio.
The existing revolving credit facility was not amended.
Southwest reported first-quarter 2026 operating revenues of $7.2 billion, up 12.8% year-over-year, and net income of $227 million, or $0.45 per diluted share, compared with a net loss of $149 million a year earlier. The company guided second-quarter adjusted EPS to $0.35 to $0.65 but did not update its full-year adjusted EPS guidance of $4.00, citing macroeconomic uncertainty and higher fuel expense.
Operating revenues of $7.2 billion, up 12.8% year-over-year; operating margin of 4.6% versus a loss-based margin of (3.5)% a year earlier
Second-quarter 2026 adjusted EPS guidance of $0.35 to $0.65, based on fuel cost of $4.10 to $4.15 per gallon; full-year $4.00 adjusted EPS guidance not updated
First-quarter fuel cost of $2.73 per gallon, above prior guidance of about $2.40, increasing fuel expense by $164 million
Generated $1.4 billion in operating cash flow and repurchased $1.25 billion in shares during the quarter
Southwest Airlines Co. entered into a $500 million senior secured term loan credit agreement with BNP Paribas on March 11, 2026, and drew the full amount at closing. The loan matures March 11, 2029, is secured by certain aircraft and related assets, and bears interest at Term SOFR plus 1.10% or the Alternate Base Rate plus 0.10%. The company's existing revolving credit facility was not amended.
Full $500 million drawn at closing; $500 million principal outstanding as of the filing date
Matures March 11, 2029; can be prepaid without premium on at least three business days' notice, but prepaid amounts cannot be reborrowed
Secured by a pool of aircraft and related assets subject to a minimum collateral coverage ratio
Includes an uncommitted feature allowing up to $500 million in additional term loan commitments
Two Southwest Airlines board members, C. David Cush and Gregg A. Saretsky, submitted resignations on February 9, 2026, effective February 23, 2026. The company states neither departure involves a disagreement with Southwest on its operations, policies or practices.
Directors C. David Cush and Gregg A. Saretsky submitted resignations on February 9, 2026.
Resignations take effect February 23, 2026.
The filing states neither departure is due to a disagreement with the company on operations, policies or practices.
Southwest reported 2025 net income of $441 million, or $0.79 per diluted share, down 5.2% from $465 million a year earlier, while full-year operating revenues reached a record $28.1 billion, up 2.1%. The company guided 2026 adjusted EPS of at least $4.00, and said Winter Storm Fern is included in its first quarter and full-year outlook.
Q4 2025 net income was $323 million, or $0.61 per diluted share, up from $261 million, or $0.42, a year earlier.
Full-year 2025 adjusted EBIT was $574 million, above prior guidance of $500 million; full-year adjusted EPS was $0.93, down from $0.96.
2026 adjusted EPS guidance is at least $4.00; first quarter 2026 adjusted EPS is guided at least $0.45.
Southwest returned $2.9 billion to shareholders in 2025 through share repurchases and dividends.
Southwest Airlines Co. completed a public offering of $1.5 billion in senior debt notes on November 3, 2025, split between $750 million of 4.375% notes due 2028 and $750 million of 5.250% notes due 2035. The filing adds a new direct financial obligation of that amount, which the company will need to repay with interest under the notes' terms.
Offering totaled $1.5 billion: $750 million of 4.375% Notes due 2028 and $750 million of 5.250% Notes due 2035
Notes were issued under a base indenture dated February 6, 2024 with U.S. Bank Trust Company, National Association as trustee
Offering was made under a prospectus supplement dated October 27, 2025 and an underwriting agreement with BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan and Morgan Stanley
Southwest reported third quarter 2025 operating revenues of $6.9 billion, a third quarter record and up 1.1% year over year, but net income fell 19.4% to $54 million, or $0.10 per diluted share. The company reaffirmed its full year 2025 EBIT guidance of $600 million to $800 million, which excludes special items, and expects an all-time record quarterly revenue in the fourth quarter.
Q3 2025 net income was $54 million, or $0.10 per diluted share, versus $67 million, or $0.11, in Q3 2024; excluding special items, net income was $58 million, or $0.11 per share, versus $0.15 a year earlier
Q3 2025 operating expenses rose 1.2% to $6.9 billion; unit costs excluding fuel, special items and profit sharing rose 2.5%, below the company's guidance range
Full year 2025 EBIT guidance of $600 million to $800 million was reaffirmed; Q4 2025 unit revenues are guided up 1% to 3% year over year
The company returned $439 million to shareholders in Q3 2025, including $189 million in dividends and $250 million in share repurchases
Southwest Airlines reported second quarter 2025 net income of $213 million, or $0.39 per diluted share, down from $367 million, or $0.58 per share, a year earlier, and operating revenues fell 1.5 percent to $7.2 billion. The company updated its full year 2025 EBIT guidance to $600 million to $800 million and authorized a new $2.0 billion share repurchase program expected to be completed over up to two years.
Net income was $213 million, or $0.39 per diluted share, versus $367 million, or $0.58, in second quarter 2024; excluding special items, net income was $230 million, or $0.43 per diluted share.
Second quarter 2025 operating revenues were $7.2 billion, down 1.5 percent year-over-year.
Full year 2025 EBIT guidance was updated to $600 million to $800 million.
The Board authorized a new $2.0 billion share repurchase program, expected to be completed over up to two years.
Southwest reported a first quarter 2025 net loss of $149 million, or $0.26 per diluted share, compared with a net loss of $231 million, or $0.39 per share, a year earlier. Revenue rose 1.6% to $6.4 billion, but the company did not reiterate its full-year 2025 or 2026 EBIT guidance, forecast second quarter unit revenue of flat to down 4%, and said it is reducing second-half capacity.
Q1 2025 net loss of $149 million ($0.26 per diluted share) vs. $231 million ($0.39) in Q1 2024; excluding special items, net loss was $77 million ($0.13 per share)
Q1 2025 operating revenues of $6.4 billion, up 1.6% year-over-year; RASM rose 3.5%
Second quarter 2025 RASM guided flat to down 4% and capacity up 1% to 2%; full-year 2025 capacity now expected up roughly 1%
Company reaffirmed $1.8 billion (2025) and $4.3 billion (2026) EBIT contribution targets from initiatives; $1.0 billion of the $2.5 billion buyback has been repurchased
Southwest Airlines' board appointed J. Ryan Martinez, its Senior Vice President Finance & Controller, as principal accounting officer, effective April 1, 2025. Tammy Romo steps down from that role on the same date. The filing reports no special pay or award tied to the appointment, so the change is an administrative update to the company's finance leadership.
Board appointed J. Ryan Martinez on March 28, 2025, effective April 1, 2025
Tammy Romo steps down as principal accounting officer on April 1, 2025
Martinez, 45, is Senior Vice President Finance & Controller and previously served as Vice President Investor Relations from 2021 to 2023
No material plan, contract, or award was disclosed in connection with the appointment
Southwest Airlines amended its October 2024 cooperation agreement with Elliott Investment Management and related Elliott entities, raising the maximum economic exposure they may acquire from 14.9% to 19.9% of common stock. The company also disclosed that Chief Transformation Officer Ryan Green will step down effective April 1, 2025. The filing does not report financial results, and the changes mainly affect ownership limits and executive leadership.
Maximum economic exposure Elliott may acquire rises from 14.9% to 19.9% of outstanding common stock.
Elliott's beneficial ownership restriction of 12.49% is extended until 9:00 a.m. Central Time on the earlier of the day after the 2026 annual meeting record date and April 1, 2026.
Ryan Green, Executive Vice President & Chief Transformation Officer, will step down effective April 1, 2025; he informed the company on February 18, 2025.
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