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• On August 10, 2026, Southwest Airlines Co. entered into a new $2 billion five-year revolving credit facility agreement with a syndicate of lenders.
• The prior revolving credit facility dated August 3, 2016 was terminated in connection with the new agreement; it would have expired August 4, 2028.
• JPMorgan Chase Bank, N.A. and Citibank, N.A. act as co-administrative agents, and JPMorgan Chase Bank, N.A. acts as paying agent.
• The new facility matures August 10, 2031, with an option for up to two one-year extensions, and includes a Collateral Coverage Test and a Coverage Ratio covenant.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The appointments are effective immediately, and the Board size increased to thirteen members.
• Non-employee directors receive an annual retainer of $100,000, pro-rated for the new appointees for the June 2026–May 2027 service period.
• Directors receive free travel on Southwest Airlines for themselves, spouse, and children, plus 50 one-way flight passes annually, with additional passes for charitable organizations.
• Directors are eligible for equity grants under the 2007 Equity Incentive Plan (2026 grants valued at approximately $170,000) and retirement payments under the Severance Plan for Directors.
• Neither new director has been appointed to any Board committees, and they have no material interests in transactions requiring disclosure.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Bob Jordan's base salary was set at $1,225,000 with a long-term incentive target of 1200% of base salary and a short-term incentive target of 200%.
• Andrew Watterson's base salary was set at $815,000 with a long-term incentive target of 500% and a short-term incentive target of 150%.
• Tom Doxey, Justin Jones, and Anthony Roach each received a base salary of $805,000 with long-term incentive targets of 500% and short-term incentive targets of 135%.
• The Committee aligned executive compensation more closely with the average total direct compensation of American Airlines, Delta Air Lines, and United Airlines, citing transformation success and retention concerns.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Record operating revenues of $8.4 billion, up 16.4% year-over-year; adjusted operating revenues of $8.7 billion, up 20.3%.
• Operating margin was 3.4%, up 0.3 points; adjusted operating margin was 6.7%, up 3.3 points despite an $889 million increase in fuel costs.
• Full-year 2026 adjusted EPS guidance is $3.25 to $4.25, replacing prior expectation of at least $4.00; Q3 2026 adjusted EPS guidance is $0.50 to $0.75.
• Managed business revenues hit an all-time quarterly record, up 30% year-over-year; Rapid Rewards memberships reached nearly 100 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment provides $1.0 billion in incremental term loans, bringing total outstanding term loans to $1.5 billion.
• The term loans mature on March 11, 2029, and may be prepaid without premium or penalty with three business days' notice.
• The loans are secured by aircraft and related assets, with a minimum collateral coverage ratio requirement.
• The existing revolving credit facility was not amended in connection with this agreement.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

• Southwest Airlines held its Annual Meeting of Shareholders on May 7, 2026.
• Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers (364,384,778 votes for).
• The selection of Ernst & Young LLP as independent auditor for fiscal year 2026 was ratified (430,433,346 votes for).
• The report was filed under Item 5.07 to disclose the voting results.

5.07 Submission of Matters to a Vote of Security Holders

• Net income was $227 million, or $0.45 diluted earnings per share, in line with guidance.
• Operating margin was 4.6%, an improvement of 8.1 points year-over-year.
• Generated $1.4 billion in operating cash flow, up 65% from Q1 2025.
• Second quarter 2026 adjusted EPS guidance is $0.35 to $0.65; full-year guidance not updated due to macroeconomic uncertainty.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The term loan was fully drawn on the closing date and matures on March 11, 2029.
• The facility includes an uncommitted incremental term loan feature allowing up to $500 million in additional commitments.
• The loan is secured by a pool of aircraft and related assets, with a minimum collateral coverage ratio requirement.
• Interest rates are based on Term SOFR or Alternate Base Rate plus applicable margins of 1.10% and 0.10% per annum, respectively.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement