Southwest Airlines Co. announced on October 26, 2026, that it has priced an underwritten public offering of $1,250,000,000 aggregate principal amount of senior notes in two tranches, with an expected closing date of on or about November 2, 2026.

Key Highlights

  • Total offering size: $1,250,000,000 aggregate principal amount of senior notes across two tranches.
  • 2029 Notes tranche: $600,000,000 aggregate principal amount of 5.750% Notes due 2029.
  • 2031 Notes tranche: $650,000,000 aggregate principal amount of 6.000% Notes due 2031.
  • Intended use of proceeds: General corporate purposes, which may include repayment at maturity of $300 million aggregate principal amount of 3.000% notes due November 15, 2026, and repayment or redemption of other indebtedness or corporate obligations.
  • Expected closing: On or about November 2, 2026, subject to customary closing conditions.
  • Joint book-running managers: Barclays Capital Inc., BNP Paribas Securities Corp., Standard Chartered Bank, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC.

Southwest Airlines Prices Two-Tranche Senior Notes at $1.25 Billion

Southwest Airlines Co. (NYSE:LUV) disclosed in an 8-K filing dated October 26, 2026, that it has priced an underwritten public offering totaling $1,250,000,000 in aggregate principal amount of senior notes. According to the filing, the offering is structured in two tranches: $600,000,000 of 5.750% Notes due 2029 and $650,000,000 of 6.000% Notes due 2031. The company stated that the offering is expected to close on or about November 2, 2026, subject to customary closing conditions.

The company disclosed that it expects to use the net proceeds for general corporate purposes. The filing stated these purposes "may include, but are not limited to, the repayment at maturity of all of the Company's outstanding $300 million aggregate principal amount of 3.000% notes due November 15, 2026, as well as the repayment or redemption of other indebtedness or other corporate obligations." No more specific allocation of proceeds was provided in the filing.

According to the filing, a shelf registration statement relating to these securities has been filed with the SEC and has become effective. A preliminary prospectus supplement and accompanying base prospectus have been filed with the SEC, and a final prospectus supplement will be filed separately. The filing noted that the offering may be made only by means of a prospectus supplement and an accompanying base prospectus. The company also noted that as of September 30, 2026, it operated a fleet of 803 Boeing 737 aircraft serving 120 destinations in the United States and near-international countries.

What Was Disclosed

Southwest Airlines disclosed the pricing of a $1,250,000,000 two-tranche senior notes offering, comprising 5.750% Notes due 2029 and 6.000% Notes due 2031, with proceeds intended for general corporate purposes including potential debt repayment, and an expected closing date of on or about November 2, 2026.