AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Fleet commonality, airport utilization and a substantial direct channel provide concrete efficiency mechanisms. They do not demonstrate protected route economics or a sustained relative cost lead. Sixth-place relative operating margin performance in both 2024 and 2025 corroborates weak economic protection, rather than merely missing evidence.
durability · 1/4 · Established efficiencies have coexisted with weak relative performance and increasing airport rents. FAA -7 certification removes one historical impediment, but Southwest approvals and aircraft entry into service remain pending. Supplier dependence persists, and the recent monetization improvement has insufficient history to establish durable competitive protection.
customer dependency · 1/4 · Direct bookings and growing loyalty enrollment demonstrate engagement, not customer dependence. The historical disruption produced booking weakness, showing that demand can deteriorate. Planned international point redemptions may improve usefulness, but current evidence does not establish material switching friction or indispensable service.
erosion resilience · 2/4 · Operational improvements and third-quarter margin expansion despite substantially higher fuel expense demonstrate recovery under pressure. However, full fuel exposure, airport rental increases and historical demand damage remain meaningful weaknesses. Recent resilience is real, while sustained protection across adverse conditions remains unproven.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Observed customer buy-up, integrated paid seating offerings and third-quarter RASM growth of 21.6% on capacity down 0.4% demonstrate strong realized monetization. RASM includes all operating revenue per available seat mile; passenger yield uses passenger revenue per revenue passenger mile. Product mix and ancillaries prevent interpreting these outcomes as pure fare increases.
retention · 2/4 · Assessed indirectly: loyalty enrollments, tier qualification, credit-card acquisitions and continued direct booking activity support engagement. Flight-credit redemption also indicates returning demand, although the reversal includes expected use. These positives coexist with historical booking weakness and do not establish cohort retention or contractual customer lock-in.
margin resilience · 2/4 · Third-quarter 2026 GAAP operating margin reached 4.5%, up 4.0 percentage points despite an $821 million nominal fuel cost increase. This demonstrates near-term resilience. Earlier weak relative performance and continuing full fuel exposure limit confidence that pricing can consistently absorb cost shocks over a cycle.
contractual freedom · 2/4 · Disclosed per-flight ancillary sale terms and changed flight-credit expiration policies demonstrate discretion over product terms. Passenger Protection Rules constrain that discretion, including prohibiting fare increases after purchase and prescribing cancellation and baggage disclosures. Commercial flexibility is demonstrated, but it does not establish unilateral power over customer willingness to pay.
Predictability65
5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 19.73
- Positive FCF years (%)
- 20.00
- FCF margin volatility (pp)
- 5.95
- observedAnnualPeriods
- 5.00
Financial strength9
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 21.96
- interestCoverageGrade
- 14.21
- currentRatioGrade
- 0.00
- Net debt / operating income (x)
- 3.90
- Interest coverage (x)
- 2.56
- Current ratio (x)
- 0.52
Capital allocation53
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 3.43
- 3-year average dilution (%)
- -2.95
- 3-year average SBC / revenue (%)
- 0.28
- cashConversionGrade
- 0.00
Management44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 1/4 · In 2025, operating cash flow of $1.842 billion fell below $2.673 billion of net capital expenditure while buybacks consumed $2.550 billion. First-half 2026 distributions again exceeded operating cash flow after capital expenditure; seasonal bookings supported cash generation. Third-quarter buybacks stopped, but substantial aircraft commitments and unproven repurchase value creation constrain the assessment.
incentive alignment · 2/4 · Actual zero payouts on 2023 performance cash awards demonstrate downside sensitivity, while hedging restrictions and reported ownership-guideline compliance support alignment. Conversely, a 67% financial-success floor accompanied unchanged sixth-place relative margin performance. Ownership guidelines allow unvested time-based RSUs and compliance periods; they do not establish management's actual beneficial ownership.
execution · 2/4 · Retrofitting 780 aircraft, implementing assigned seating and delivering subsequent monetization and margin improvement demonstrate execution, with financial outcomes providing indirect confirmation. The whole record remains mixed: historical disruption damaged bookings, and the $285 million breakage reversal exposed estimation error. Reported implementation completion does not establish every initiative's return.
governance · 2/4 · The March 2026 independent majority and chair, adopted clawback and unqualified internal-controls opinion support governance. The adopted three-percent threshold for derivative proceedings restricts shareholder enforcement. August expansion to thirteen directors means the earlier nine-of-eleven independence count cannot be treated as the current board composition; oversight effectiveness remains only partly demonstrated.
Evidence
Southwest's use of a single aircraft type has historically allowed for simplified scheduling, maintenance, flight operations, safety management, and training activities.
2024 Form 10-K, filed 2025-02-07; business, aircraft commonality · Filed 07/02/2025
These conveniently located airports are typically less congested than other airlines' hub airports, which has contributed to Southwest's ability to achieve high asset utilization because aircraft can be scheduled to minimize the amount of time they are on the ground.
2024 Form 10-K, filed 2025-02-07; business, airport congestion and asset utilization · Filed 07/02/2025
This, in turn, has reduced the number of aircraft and gate facilities that would otherwise be required and is designed to allow for higher Employee productivity over a long period of time.
2024 Form 10-K, filed 2025-02-07; business, aircraft and gate requirements · Filed 07/02/2025
For the years ended December 31, 2025, and December 31, 2024, approximately 78 percent and 81 percent, respectively, of the Company’s Passenger revenues originated from Southwest.com or the Southwest App (including revenues from SWABIZ®, the Company's online booking tool designed for business Customers who prefer a self-service and low-cost solution for booking their air travel on Southwest).
2025 Form 10-K, filed 2026-02-05; distribution, passenger revenue originating through direct channels · Filed 05/02/2026
The year-over-year decrease primarily resulted from an increase in bookings through online travel agencies in 2025.
2025 Form 10-K, filed 2026-02-05; distribution, increased online travel agency bookings · Filed 05/02/2026
In 2024, the Company ranked 6th in relative operating income margin performance versus the Peer Group.
2026 proxy, filed 2026-03-27; compensation, 2024 relative operating income margin ranking · Filed 27/03/2026
The Company maintained 6th place in 2025, triggering the qualifier.
2026 proxy, filed 2026-03-27; compensation, 2025 relative operating income margin ranking · Filed 27/03/2026
Additionally, because of airport infrastructure updates and other factors, the Company has experienced increased space rental rates at various airports in its network.
2025 Form 10-K, filed 2026-02-05; realized airport rental increases · Filed 05/02/2026
•the Company's dependence on Boeing, Boeing’s suppliers, and the FAA with respect to the Company's fleet plans and deliveries, capacity and operational plans, and other operational plans, strategies, and goals;
September 2026 Form 10-Q, filed 2026-10-22; risk, Boeing and FAA dependence · Filed 22/10/2026
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On August 3, 2026, the FAA announced the completion of its -7 aircraft certification.
September 2026 Form 10-Q, filed 2026-10-22; August 3, 2026 FAA -7 certification announcement · Filed 22/10/2026
The Company expects to complete these readiness activities in approximately three to six months, and anticipates taking delivery of its first -7 aircraft in late 2026, with entry into service expected in 2027.
September 2026 Form 10-Q, filed 2026-10-22; anticipated Southwest readiness, deliveries and entry into service · Filed 22/10/2026
However, the timing of the -7 aircraft's entry into service depends on the FAA's issuance of required approvals to the Company, which is outside of the Company's control.
September 2026 Form 10-Q, filed 2026-10-22; remaining Southwest-specific FAA approvals · Filed 22/10/2026
The Company’s primary competitors include other major domestic airlines, as well as regional and new entrant airlines, public charter operators, surface transportation, and alternatives to transportation such as videoconferencing, business communication platforms, and the Internet.
2025 Form 10-K, filed 2026-02-05; competition, generic competitor categories · Filed 05/02/2026
For first quarter 2023, these events created a deceleration in bookings, primarily isolated to January and February 2023, as well as increased expenses, primarily in the form of reimbursing Customers for costs incurred as a result of the flight cancellations.
2023 Form 10-K, filed 2024-02-06; first-quarter 2023 disruption-related booking weakness and reimbursement expenses · Filed 06/02/2024
4.A credit received from the DOT regarding a settlement reached for the Company's December 2022 operational disruption in light of the Company significantly improving its on-time performance and completion factor through the Company's investment in its Network Operations Control;
2025 Form 10-K, filed 2026-02-05; DOT settlement credit and operational improvement · Filed 05/02/2026
•Third quarter 2026 RASM reached an all-time record, increasing 21.6 percent year-over-year, on capacity down 0.4 percent
Third-quarter 2026 earnings release, filed 2026-10-21; realized RASM and capacity changes · Filed 21/10/2026
•Operating margin of 4.5%, up 4.0 points year-over-year; adjusted operating margin¹ of 5.4%, up 4.8 points year-over-year despite an $821 million increase in nominal fuel costs
Third-quarter 2026 earnings release, filed 2026-10-21; GAAP and adjusted operating margins and nominal fuel cost increase · Filed 21/10/2026
•Drove strong Customer buy‑up, with approximately 60% of Customers upgrading from the base product in first quarter 2026, up from approximately 20% in 2025
First-quarter 2026 earnings release, filed 2026-04-22; customer upgrades from base product · Filed 22/04/2026
Since the introduction of assigned and extra legroom seating on January 27, 2026, the Company has successfully integrated these offerings into its operations, contributing to improved passenger yields and incremental revenue.
September 2026 Form 10-Q, filed 2026-10-22; assigned seating integration, passenger yields and incremental revenue · Filed 22/10/2026
(f) Calculated as passenger revenue divided by revenue passenger miles.
Third-quarter 2026 earnings release, filed 2026-10-21; passenger yield definition, numerator and denominator · Filed 21/10/2026
Also referred to as "yield," this is the average cost paid by a paying passenger to fly one mile, which is a measure of revenue production and fares.
Third-quarter 2026 earnings release, filed 2026-10-21; interpretation of passenger yield · Filed 21/10/2026
(g) RASM (unit revenue) - Operating revenue yield per ASM, calculated as operating revenue divided by available seat miles.
Third-quarter 2026 earnings release, filed 2026-10-21; RASM definition · Filed 21/10/2026
•Strong Rapid Rewards program engagement, with new enrollments increasing 35% year-over-year and record tier qualifiers, driving the program to its largest size ever at nearly 100 million Members
Second-quarter 2026 earnings release, filed 2026-07-22; Rapid Rewards enrollment, tier qualification and membership · Filed 22/07/2026
•Chase co-branded credit card acquisitions accelerated 28% year-over-year, with double-digit growth in each month of the quarter
Second-quarter 2026 earnings release, filed 2026-07-22; co-branded credit card acquisitions · Filed 22/07/2026
On a GAAP basis, the Company’s results for the three and six months ended June 30, 2026, included a reversal of $285 million of breakage revenue recorded in prior years related to a portion of flight credits issued to Customers between July 2022 and December 2025 that have either been redeemed or are expected to be redeemed in future periods.
June 2026 Form 10-Q, filed 2026-07-23; breakage reversal, actual and expected flight-credit redemptions · Filed 23/07/2026
Consequently, the Company is fully exposed to fluctuations in fuel prices, as is common in the airline industry.
June 2026 Form 10-Q, filed 2026-07-23; full fuel price exposure · Filed 23/07/2026
Priority Boarding is non-refundable, priced per flight, per Customer, and sold by segment for connecting itineraries.
2025 Form 10-K, filed 2026-02-05; Priority Boarding sale terms · Filed 05/02/2026
Transferable Flight Credits created from reservations booked and ticketed and/or voluntarily changed on or after May 28, 2025 have a specified expiration date.
2025 Form 10-K, filed 2026-02-05; expiration terms for newly created Transferable Flight Credits · Filed 05/02/2026
The Passenger Protection Rules also require that (i) advertised fares include all government-mandated taxes and fees; (ii) passengers be allowed to either hold a reservation for up to 24 hours without making a payment or cancel a
16
Table of Contents
paid reservation without penalty for 24 hours after the reservation is made, as long as the reservation is made at least seven days in advance of travel; (iii) fares may not increase after purchase; (iv) baggage fees must be disclosed to the passenger at the time of booking; (v) the same baggage allowances and fees must apply throughout a passenger’s trip; (vi) baggage fees must be disclosed on e-ticket confirmations; and (vii) passengers must be promptly notified in the event of delays of more than 30 minutes or if there is a cancellation or diversion of their flight.
2024 Form 10-K, filed 2025-02-07; Passenger Protection Rules governing fares, cancellation and baggage fees · Filed 07/02/2025
Consolidated Statement of Cash Flows (in millions) Year ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 441 $ 465 $ 465 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,560 1,657 1,522 Impairment of long-lived assets 8 — — Unrealized mark-to-market adjustment on forward contract (8) — — Deferred income taxes 122 132 159 Gain on sale-leaseback transactions (3) (92) — Changes in certain assets and liabilities: Accounts and other receivables 51 19 (89) Other assets 407 (8) 60 Accounts payable and accrued liabilities 218 (1,363) 1,386 Air traffic liability (1,078) (37) 29 Other liabilities (11) (197) (137) Cash collateral provided to derivative counterparties (22) (28) (56) Other, net 157 (86) (175) Net cash provided by operating activities 1,842 462 3,164 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net (2,673) (2,054) (3,520) Proceeds from sale-leaseback transactions 24 871 — Purchases of short-term investments (470) (5,014) (6,970) Proceeds from sales of short-term and other investments 1,693 5,995 7,591 Other, net (3) (59) (33) Net cash used in investing activities (1,429) (261) (2,932) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 1,500 — — Payroll Support Program stock warrants repurchase — (6) — Proceeds from Employee stock plans 59 60 48 Repurchase of common stock (2,550) (250) — Payments of long-term debt and finance lease obligations (3,275) (1,337) (85) Payments of cash dividends (399) (430) (428) Proceeds of terminated interest rate derivative instruments — — 23 Other, net (26) (17) 6 Net cash used in financing activities (4,691) (1,980) (436) NET CHANGE IN CASH AND CASH EQUIVALENTS (4,278) (1,779) (204) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,509 9,288 9,492 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,231 $ 7,509 $ 9,288 CASH PAYMENTS FOR: Interest, net of amount capitalized $ 108 $ 220 $ 228 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Right-of-use assets acquired or modified under operating leases $ 48 $ 377 $ 82 Flight and ground equipment acquired or modified under finance leases $ 6 $ 15 $ — See accompanying notes.
2025 Form 10-K, filed 2026-02-05; consolidated cash flows, years ended December 31, 2025, 2024 and 2023, in millions · Filed 05/02/2026
Condensed Consolidated Statement of Cash Flows (in millions) (unaudited) Three months ended Six months ended June 30, June 30, 2026 2025 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 233 $ 213 $ 460 $ 64 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 402 400 800 795 Impairment of long-lived assets — 8 — 8 Deferred income taxes 60 66 117 23 Gain on sale-leaseback transactions — — — (3) Changes in certain assets and liabilities: Accounts and other receivables 37 90 (56) 146 Other assets (54) 212 (115) 357 Accounts payable and accrued liabilities 23 (95) (56) (220) Air traffic liability (65) (606) 1,021 55 Other liabilities (53) 28 (130) (35) Cash collateral provided to derivative counterparties — — — (22) Other, net (53) 85 (94) 93 Net cash provided by operating activities 530 401 1,947 1,261 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (818) (660) (1,448) (1,187) Proceeds from sale of property and equipment 258 25 450 51 Proceeds from sale-leaseback transactions — — — 24 Purchases of short-term investments — (319) — (370) Proceeds from sales of short-term and other investments — 72 — 1,226 Other, net — — (6) (3) Net cash used in investing activities (560) (882) (1,004) (259) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 1,000 — 1,500 — Proceeds from Employee stock plans 15 15 31 32 Repurchase of common stock — (1,500) (1,250) (2,250) Payments of long-term debt and finance lease obligations (431) (2,592) (437) (2,598) Payments of cash dividends (88) (103) (181) (210) Other, net (3) 2 (46) (10) Net cash provided by (used in) financing activities 493 (4,178) (383) (5,036) NET CHANGE IN CASH AND CASH EQUIVALENTS 463 (4,659) 560 (4,034) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,328 8,134 3,231 7,509 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,791 $ 3,475 $ 3,791 $ 3,475 CASH PAYMENTS FOR: Interest, net of amount capitalized $ 92 $ 53 $ 93 $ 64 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Right-of-use assets acquired or modified under operating leases $ 11 $ 20 $ 17 $ 34 See accompanying notes.
June 2026 Form 10-Q, filed 2026-07-23; consolidated cash flows, three and six months ended June 30, 2026 and 2025, in millions · Filed 23/07/2026
The operating cash flows for the six months ended June 30, 2026, were largely impacted by the Company's net results (as adjusted for noncash items), a $97 million profit-sharing contribution related to 2025 results pursuant to the Company's Retirement Savings Plan, and a $1.0 billion increase in Air traffic liability driven by seasonal bookings for future travel.
June 2026 Form 10-Q, filed 2026-07-23; operating cash flow drivers, including seasonal advance bookings · Filed 23/07/2026
Based on the Company's current agreement with Boeing, capital commitments associated with its firm orders as of December 31, 2025 were: (in billions) 2026 2027 2028 2029 2030 2031 Total Payments for capital commitments $ 4.2 (a) $ 2.7 $ 2.7 $ 2.5 $ 1.5 $ 1.2 $ 14.8 99 Notes to Consolidated Financial Statements (a) Capital commitments associated with the Company's firm orders in 2026 of $4.2 billion include approximately $2.5 billion primarily related to the existing scheduled 86 MAX aircraft to be delivered in 2026 and $1.7 billion related to 81 MAX aircraft (27 -7s and 54 -8s) that were contractually committed for 2024 and 2025, but were not received.
2025 Form 10-K, filed 2026-02-05; firm aircraft capital commitments and delayed delivery footnote, in billions · Filed 05/02/2026
Reflecting the Company’s commitment to pay-for-performance, the 2023 performance-based cash awards paid out at zero percent of the target opportunity as the Company’s ROIC (after tax) Less Excess Cash for the performance period was below absolute and relative threshold performance levels.
2026 proxy, filed 2026-03-27; actual zero payout of 2023 performance-based cash awards · Filed 27/03/2026
Therefore, the financial success floor was interpolated to 67 percent.
2026 proxy, filed 2026-03-27; financial-success payout floor · Filed 27/03/2026
The Company’s Insider Trading Policy and
Pre-Clearance
and Blackout Procedures prohibit Employees (including officers) and the Company’s Board members from entering into hedging transactions and transactions in derivative securities with respect to the Company’s securities, holding the Company’s securities in a margin account, or pledging the Company’s securities as collateral for a loan.
2026 proxy, filed 2026-03-27; prohibition of hedging, margin accounts and pledging · Filed 27/03/2026
Position
Share Ownership Expected to Equal or Exceed
Timing
Chief Executive Officer
6 x Base Salary
Within 5 years of becoming an executive officer
All Other Executive Officers
3 x Base Salary
Within 5 years of becoming an executive officer
Board Members
5 x Annual Cash Board Retainer
Within 5 years of becoming a Board member*
*
Members of the Board as of March 2025 will have until March 14, 2030, to meet the stated ownership requirements.
2026 proxy, filed 2026-03-27; executive and director ownership guideline amounts and compliance periods · Filed 27/03/2026
“Share ownership” is defined to include shares of the Company’s common stock (including shares held in the Company’s Retirement Savings Plan) and unvested time-based RSUs.
2026 proxy, filed 2026-03-27; ownership guideline definition includes unvested time-based RSUs · Filed 27/03/2026
All of the Company’s executive officers, including the named executive officers, and all of the Company’s Board members meet the requirements of the Company’s share ownership guidelines.
2026 proxy, filed 2026-03-27; reported compliance with ownership guidelines · Filed 27/03/2026
The Company began operation of assigned and extra legroom seating flights on January 27, 2026, which required retrofitting 780 aircraft in the months leading up to the change.
March 2026 Form 10-Q, filed 2026-04-23; completed retrofit of 780 aircraft and assigned seating launch · Filed 23/04/2026
Company Overview
The Company has completed the implementation of its previously announced transformational initiatives, which were planned and designed to attract new Customers and improve both the Company's operational and financial performance.
September 2026 Form 10-Q, filed 2026-10-22; reported completion of transformation implementation · Filed 22/10/2026
Board Independence • 9 out of 11 members of the Board are independent.
2026 proxy, filed 2026-03-27; board independence at that disclosure date · Filed 27/03/2026
• We have an independent Chair of the Board.
2026 proxy, filed 2026-03-27; independent chair · Filed 27/03/2026
Recoupment
The Committee has adopted the Clawback Policy, pursuant to which, to the extent permitted by governing law, the Committee shall (unless determined to be impracticable) take reasonably prompt action to recoup an executive officer’s erroneously awarded incentive-based compensation in the event the Company is required to restate its publicly reported financial statements due to material noncompliance with financial reporting requirements under the securities laws.
2026 proxy, filed 2026-03-27; adopted compensation clawback policy · Filed 27/03/2026
The response letter also noted that the Board approved an amendment and restatement of the Company’s bylaws that, among other things, established a minimum ownership threshold of three percent of Southwest’s outstanding shares in order for a Southwest shareholder to institute or maintain a derivative proceeding, consistent with the provisions in Texas Senate Bill 29, which was signed into law on May 14, 2025.
March 2026 Form 10-Q, filed 2026-04-23; adopted three-percent ownership threshold for derivative proceedings · Filed 23/04/2026
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 5, 2026 expressed an unqualified opinion thereon.
2025 Form 10-K, filed 2026-02-05; auditor opinion on internal control over financial reporting as of December 31, 2025 · Filed 05/02/2026
Krishna and Mr. Liberty, the Board increased the current size of the Board to thirteen members, effective immediately.
Form 8-K, filed 2026-08-10; board expansion to thirteen members · Filed 10/08/2026
The Company currently expects lounges to open in late 2027.
September 2026 Form 10-Q, filed 2026-10-22; expected lounge opening date · Filed 22/10/2026
In spring 2027, the Company plans to enable Members to earn and redeem Rapid Reward points for travel through new international loyalty partners.
September 2026 Form 10-Q, filed 2026-10-22; planned international loyalty earning and redemption · Filed 22/10/2026
Maximum dollar value of shares that may yet be purchased under the plans or programs
July 1, 2026 through July 31, 2026
—
$
—
—
$
450,000,095
August 1, 2026 through August 31, 2026
—
$
—
—
$
450,000,095
September 1, 2026 through September 30, 2026
—
$
—
—
$
450,000,095
Total
—
—
(1) On July 23, 2025, the Board approved a $2.0 billion share repurchase authorization of the Company's common stock.
September 2026 Form 10-Q, filed 2026-10-22; no third-quarter share repurchases · Filed 22/10/2026
