UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~ July 1623, 2025


SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)

Texas

1-7259

74-1563240

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)


P. O. Box 36611
Dallas,	Texas	75235-1611
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (214) 792-4000

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the

filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act ~~(17 CFR 230.425)~~

~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (17 CFR ~~240~~230.~~14a-12~~425)

☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 ~~CFR 240.14d-2(b))~~

~~☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17~~ CFR 240.~~13e~~14a-~~4(c~~12))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($1.00 par value)	LUV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.0302 Results ~~Material~~of ~~Modification~~Operations toand ~~Rights~~Financial ~~of Security Holders~~Condition.

~~Item~~On ~~3.03(~~July 23, 2025, the Registrant issued a press release (the "Earnings Press Release") announcing its financial results for second quarter 2025. The Earnings Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

~~The information set forth under~~ Item 57.0301 ofRegulation ~~this~~FD ~~Current Report on Form 8-K is incorporated into this Item 3~~Disclosure.~~03 by reference.~~

~~Item~~The 5Registrant is announcing today that its Board of Directors has authorized a new $2.030 ~~Amendments~~billion share repurchase program. Purchases by the Registrant under the new share repurchase program may, in management’s discretion, be made from time to ~~Articles~~time ofin ~~Incorporation~~open market or ~~Bylaws;~~private ~~Change~~transactions in ~~Fiscal~~such ~~Year.~~manner as may be deemed advisable by management from time to time (including, without limitation, pursuant to one or more 10b5-1 trading plans, accelerated share repurchase programs, and any other method that management may deem advisable) and may be discontinued at any time.

On ~~May~~July 1623, 2025, ~~in connection with certain recent changes to~~ the ~~Texas~~Registrant ~~Business~~also ~~Organizations~~posted ~~Code~~on ~~(“TBOC”),~~its ~~the~~investor ~~Board~~relations ofwebsite ~~Directors~~at ~~of Southwest Airlines Co~~www.southwestairlinesinvestorrelations.com ~~(the~~a ~~“Company”)~~supplemental ~~approved~~presentation ~~the amendment and restatement of the Company’s bylaws~~ (the ~~“Bylaws”~~"Supplemental Information"), ~~effective~~providing asadditional ofinformation ~~such~~with ~~date,~~respect ~~primarily~~ to ~~set~~its aplanned ~~minimum~~initiatives ~~ownership~~and ~~threshold~~financial ~~for~~outlook. aThe ~~shareholder~~Supplemental ~~(as~~Financial ~~defined~~Information byis ~~the~~furnished ~~TBOC)~~herewith toas ~~pursue~~Exhibit ~~a derivative proceeding~~99.2 ~~Specifically,~~and ~~the~~is ~~Bylaws~~incorporated ~~were~~by ~~amended~~reference tointo ~~specify~~this ~~that~~Item a7.01. ~~shareholder~~The ~~may~~Supplemental ~~not~~Information ~~institute~~should orbe ~~maintain~~read ain ~~derivative~~conjunction ~~proceeding~~with ~~unless that shareholder beneficially owns three percent of~~ the ~~Company’s~~Earnings ~~issued~~Press ~~and outstanding common stock, par value $1~~Release.~~00 per share, at the time such derivative proceeding is instituted.~~

InThe ~~addition,~~information ~~the~~furnished ~~Bylaws~~in ~~were~~Items ~~amended~~2.02 toand ~~provide that the United States District Court for the Northern District of Texas or~~7.01, ifincluding ~~such~~Exhibit ~~court~~99.1 ~~lacks~~and ~~jurisdiction,~~Exhibit ~~the Texas Business Court located in Dallas County~~99.2, ~~Texas,~~shall ~~will~~not be ~~the~~deemed ~~sole~~“filed” ~~and exclusive forum~~ for ~~certain~~purposes ~~internal~~of ~~entity~~Section ~~claims~~18 ~~(as~~of ~~defined by~~ the ~~TBOC)~~Securities ~~unless~~Exchange ~~the~~Act ~~Company~~of ~~agrees~~1934, toas aamended, ~~different~~or ~~forum.~~otherwise ~~The~~subject ~~amendments~~ to the ~~Bylaws~~liabilities ~~also~~of ~~provide~~ that, ~~to the fullest extent permitted by applicable law~~section, ~~each~~nor ~~shareholder~~shall ~~irrevocably~~such ~~and~~information ~~unconditionally~~be ~~waives~~deemed ~~any~~incorporated ~~right it may have to a trial~~ by ~~jury~~reference in any ~~legal~~filing ~~action,~~under ~~proceeding,~~the ~~cause~~Securities Act of ~~action~~1933, oras ~~counterclaim concerning any internal entity claim and in any other claim~~amended, ~~action,~~regardless orof ~~proceeding against the corporation or~~ any ~~director,~~general ~~officer,~~incorporation orlanguage ~~other employee of the corporation. Any person or entity purchasing or otherwise acquiring or holding any interest~~ in ~~shares~~such offiling, ~~capital~~except ~~stock~~as ~~of the Company~~ shall be ~~deemed~~expressly toset ~~have~~forth ~~notice~~by ofspecific ~~and~~reference ~~consented~~in tosuch ~~these provisions~~filing.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

399.1 ~~Fifth~~Registrant’s ~~Amended~~Earnings ~~and Restated Bylaws of the Company, effective May 16, 2025~~Release.

99.2 Registrant’s Supplemental Information.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOUTHWEST AIRLINES CO.
Date: May 19, 2025	By:	/s/ Jeff Novota
July 23, 2025	By:	/s/ Tom Doxey
		Jeff Novota
		Tom Doxey
		Senior Vice President Chief Legal Officer
		Executive Vice President & Chief Financial Officer
		& Corporate Secretary
		(Principal Financial Officer)

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