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SCHEDULE 13D/A 0000902664-24-004970 0001791786 XXXXXXXX LIVE 8 Common Stock, par value $1.00 per share 02/19/2025 false 0000092380 844741108 SOUTHWEST AIRLINES CO 2702 LOVE FIELD DR P O BOX 36611 DALLAS TX 75235 Legal Department 212-974-6000 Elliott Investment Management L.P. 360 S. Rosemary Ave, 18th Floor West Palm Beach FL 33401 Ele Klein & Adriana Schwartz 212-756-2000 Schulte Roth & Zabel LLP 919 Third Avenue New York NY 10022 0001791786 N Elliott Investment Management L.P. OO N DE 53978500.00 0.00 53978500.00 0.00 53978500.00 N 9.1 IA PN Common Stock, par value $1.00 per share SOUTHWEST AIRLINES CO 2702 LOVE FIELD DR P O BOX 36611 DALLAS TX 75235 The following constitutes Amendment No. 8 ("Amendment No. 8") to the Schedule 13D filed with the Securities and Exchange Commission on August 5, 2024 (as amended, the "Schedule 13D"). This Amendment No. 8 amends and restates Items 5(a) and 6 and supplements Items 4 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. On February 19, 2025, EIM and the Elliott Funds entered into an Amendment to the Cooperation Agreement with the Issuer (the "Amendment"), which amended the Cooperation Agreement. The full text of the Amendment is included as Exhibit 99.10 and is incorporated by reference herein. See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Person is based upon 592,661,084 shares of Common Stock outstanding as of February 5, 2025, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed by the Issuer with the Securities and Exchange Commission on February 7, 2025. Item 4 of the Schedule 13D is incorporated herein by reference. The Elliott Funds have entered into notional principal amount derivative agreements (the "Cash Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 25,357,000 shares of Common Stock of the Issuer (collectively representing economic exposure comparable to 4.3% of the shares of Common Stock of the Issuer). The Cash Derivative Agreements provide the Elliott Funds with economic results that are comparable to the economic results of ownership but do not provide them or EIM with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Cash Derivative Agreements (such shares, the "Subject Shares"). EIM disclaims beneficial ownership in the Subject Shares. The counterparties to the Cash Derivative Agreements are unaffiliated third-party financial institutions. EIM has combined economic exposure in the Issuer of approximately 13.4% of the shares of Common Stock outstanding. Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Exhibit 99.10: Amendment to Cooperation Agreement, dated February 19, 2025 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2025). Elliott Investment Management L.P. /s/ Elliot Greenberg Elliot Greenberg, Vice President 02/21/2025