Southwest Airlines Launches Two-Tranche Senior Notes Offering for Debt Refinancing

Offering Overview

Southwest Airlines Co. filed a preliminary Form 424B5 prospectus supplement covering a proposed public offering of senior unsecured notes in two tranches (with pricing, principal amounts, interest rates, and exact maturities to be determined upon pricing).

Key Terms & Structure

• Issuer: Southwest Airlines Co.
• Ranking: Direct, unsecured, and unsubordinated obligations ranking pari passu with all existing and future senior unsecured indebtedness.
• Interest Payments: Semi-annual in arrears commencing in 2027.
• Optional Redemption: Callable prior to specified par call dates at customary make-whole redemption prices, and at 100% of principal plus accrued interest on or after the par call dates.
• Change of Control: Holders have the right to require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event (change of control combined with a rating downgrade below investment grade).
• Bookrunners: Joint book-running managers include Barclays, BNP PARIBAS, Standard Chartered Bank, US Bancorp, Wells Fargo Securities, BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and PNC Capital Markets LLC.

Use of Proceeds

Net proceeds are earmarked for general corporate purposes, explicitly including the repayment at maturity of the company's outstanding $300 million aggregate principal amount of 3.000% notes due November 15, 2026, as well as general liquidity and corporate obligation management.

Capitalization & Liquidity Context

As of September 30, 2026:

• Cash and Cash Equivalents: $3.624 billion.
• Total Outstanding Debt: $5.887 billion (including $1.5 billion Term Loan Facility due March 2029 and $300 million due in November 2026).
• Revolving Credit Facility: $2.0 billion available, zero borrowings outstanding.
• Stockholders' Equity: $7.329 billion.