Southwest Airlines Co. filed a current report on Form 8-K on November 2, 2026, disclosing the completion of a public offering of $1,250,000,000 in aggregate principal amount of debt securities in two tranches.

Key Highlights

  • Total offering size: $1,250,000,000 aggregate principal amount of notes issued on November 2, 2026.
  • 2029 Notes: $600,000,000 aggregate principal amount of 5.750% Notes due 2029.
  • 2031 Notes: $650,000,000 aggregate principal amount of 6.000% Notes due 2031.
  • Trustee: U.S. Bank Trust Company, National Association, serving as trustee under the base indenture dated February 6, 2024.
  • Underwriters: Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, per the underwriting agreement dated October 26, 2026.
  • Legal opinion: Vinson & Elkins L.L.P. provided the legal opinion filed as Exhibit 5.1.

Southwest Airlines Completes $1.25 Billion Debt Offering in Two Tranches

According to the filing, Southwest Airlines Co. (NYSE:LUV) completed a public offering of debt securities on November 2, 2026, consisting of two tranches: $600,000,000 aggregate principal amount of 5.750% Notes due 2029 and $650,000,000 aggregate principal amount of 6.000% Notes due 2031. The company disclosed that 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.

The filing indicated that the material terms of the notes were described in a prospectus supplement dated October 26, 2026, filed with the Securities and Exchange Commission on October 28, 2026, pursuant to Rule 424(b)(5) of the Securities Act of 1933. That supplement relates to the offer and sale of the notes and supplements the prospectus dated February 7, 2024, which constitutes part of the company's automatic shelf registration statement on Form S-3 (Registration No. 333-276909), filed February 7, 2024. The notes were issued pursuant to that registration statement.

The company also reported the creation of a direct financial obligation under Item 2.03, incorporating by reference the details from Item 1.01. The underwriting agreement, dated October 26, 2026, names Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC as underwriters. The filing was signed by Jeff Novota, Senior Vice President, Chief Legal Officer and Corporate Secretary.

What Was Disclosed

Southwest Airlines disclosed the completion of a $1,250,000,000 dual-tranche public debt offering, comprising 5.750% Notes due 2029 and 6.000% Notes due 2031, issued under an existing shelf registration and indenture, with five named underwriters and U.S. Bank Trust Company as trustee.