Southwest Airlines Prices $1.25 Billion Dual-Tranche Senior Notes Offering

Southwest Airlines Co. $1.25B Senior Notes Offering

Overview of the Offering

On October 28, 2026, Southwest Airlines Co. filed a final prospectus supplement (Form 424B5) pursuant to Rule 424(b)(5) for a dual-tranche debt offering of $1.25 billion aggregate principal amount of senior unsecured notes:

1. 5.750% Notes due 2029:

   • Principal Amount: $600,000,000
   • Maturity Date: November 15, 2029
   • Public Offering Price: 99.936% ($599,616,000)
   • Underwriting Discount: 0.500% ($3,000,000)
   • Net Proceeds (before expenses): $596,616,000 (99.436%)
   • Interest Payment Dates: Semi-annually on May 15 and November 15, beginning May 15, 2027

2. 6.000% Notes due 2031:

   • Principal Amount: $650,000,000
   • Maturity Date: November 15, 2031
   • Public Offering Price: 99.710% ($648,115,000)
   • Underwriting Discount: 0.600% ($3,900,000)
   • Net Proceeds (before expenses): $644,215,000 (99.110%)
   • Interest Payment Dates: Semi-annually on May 15 and November 15, beginning May 15, 2027

Use of Proceeds

Estimated net proceeds to Southwest Airlines after underwriting discounts and offering expenses are approximately $1.24 billion.

• Net proceeds are intended for general corporate purposes, including:
  • Repayment at maturity of $300 million aggregate principal amount of 3.000% notes due November 15, 2026.
  • Repayment or redemption of other existing debt or corporate obligations.

Impact on Capital Structure

• Cash and cash equivalents: Increases from $3,624 million to $4,861 million on an as-adjusted basis (as of September 30, 2026).
• Total debt: Increases from $5,887 million to $7,124 million on an as-adjusted basis.
• Total capitalization: Increases from $13,216 million to $14,453 million.

Key Terms and Covenants

• Ranking: Direct, unsecured, unsubordinated obligations ranking pari passu with all other existing and future unsubordinated debt.
• Optional Redemption:
  • Prior to Par Call Date (October 15, 2029 for 2029 notes; October 15, 2031 for 2031 notes), redeemable at make-whole redemption price.
  • On or after the Par Call Date, redeemable at 100% of principal plus accrued and unpaid interest.
• Change of Control: Put option at 101% upon a Change of Control Triggering Event (requiring both a Change of Control and a rating downgrade below investment grade).