Elliott Management Amends Southwest Airlines Filing

TL;DR

Elliott Management updated their Southwest Airlines filing - watch for potential activist moves.

AI Summary

Elliott Investment Management L.P. has filed an amendment (No. 5) to its Schedule 13D concerning Southwest Airlines Co. The filing, dated October 24, 2024, indicates a change in the reporting entity's holdings or intentions regarding Southwest Airlines stock. Elliott Investment Management L.P. is a significant investor based in West Palm Beach, Florida.

Why It Matters

This amendment signals potential shifts in strategy or stake by a major activist investor, which could influence Southwest Airlines' future operations or stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings by activist investors like Elliott Management often precede significant corporate actions or proxy fights, introducing uncertainty.

Key Players & Entities

• Southwest Airlines Co. (company) — Subject company
• Elliott Investment Management L.P. (company) — Filing entity
• Eleazer Klein, Esq. (person) — Legal counsel
• Adriana Schwartz, Esq. (person) — Legal counsel
• Schulte Roth & Zabel LLP (company) — Legal firm

FAQ

Key Financial Figures

• $1.00 — me of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securitie
• $1,603,847,662 — d by the Elliott Funds is approximately $1,603,847,662. The Reporting Person may effect purc

Filing Documents

• p24-3063sc13da.htm (SC 13D/A) — 50KB
• 0000902664-24-005965.txt ( ) — 51KB

of the Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a)-(c) This statement is being filed by Elliott Investment Management L.P., a Delaware limited partnership (" EIM " or the " Reporting Person "), the investment manager of Elliott Associates, L.P., a Delaware limited partnership (" Elliott ") and Elliott International, L.P., a Cayman Islands limited partnership (" Elliott International ", and together with Elliott, the " Elliott Funds "), with respect to the shares of Common Stock held by the Elliott Funds and/or their respective subsidiaries. Elliott Investment Management GP LLC, a Delaware limited liability company (" EIM GP "), is the sole general partner of EIM. Paul E. Singer (" Singer ") is the sole managing member of EIM GP. EIM The business address of EIM is 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401. The principal business of EIM is to act as investment manager for the Elliott Funds. The name, business address, and present principal occupation or employment of the general partner of EIM is as follows: NAME ADDRESS OCCUPATION Elliott Investment Management GP LLC 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401 General partner of EIM EIM GP The business address of EIM GP is 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401. The principal business of EIM GP is serving as a general partner of EIM. The name, business address, and present principal occupation or employment of the managing member of EIM GP is as follows: NAME ADDRESS OCCUPATION Paul E. Singer 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401 Sole managing member of EIM GP SINGER Singer's business address is 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401. Singer's principal business is to serve as the sole managing member of EIM GP. CUSIP No. 844741108 Schedule 13D/A Page 4 of 6 Pages (d) and (e) During the last five years, none of the persons or entities l

of the Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The aggregate cost of the shares of Common Stock directly held by the Elliott Funds is approximately $1,603,847,662. The Reporting Person may effect purchases of the shares of Common Stock through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. Item 4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby amended and supplemented to add the following

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On October 23, 2024, EIM and the Elliott Funds entered into a cooperation agreement with the Issuer (the " Cooperation Agreement "). Concurrent with the execution of the Cooperation Agreement, the Elliott Funds and EIM irrevocably withdrew the Special Meeting Request and all related materials and notices submitted to the Issuer in connection therewith or related thereto. The full text of the Cooperation Agreement is included as Exhibit 99.9 and is incorporated by reference herein. In addition, EIM terminated each of the Candidate Agreements with each of the Nominee Reporting Persons previously disclosed in Item 4 of the Schedule 13D. Accordingly, each of the Nominee Reporting Persons is no longer a Reporting Person on this Schedule 13D, and may no longer be deemed to be part of a "group" with EIM. Item 5. INTEREST IN SECURITIES OF THE ISSUER Items 5(a)-(d) of the Schedule 13D are hereby amended and restated to read as follows: (a) 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 each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 599,157,019 shares of Common Stock outstanding as of July 25, 2024, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed by the Issuer with the Securities and Exchange Commission on July 29, 2024. (b) See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. CUSIP No. 844741108 Schedule 13D/A Page 5 of 6 Pages (c) No transactions in the shares of Common Stock have been effected by the Reporting

of the Schedule 13D is hereby amended and supplemented to add the following

Item 6 of the Schedule 13D is hereby amended and supplemented to add the following:

of this Amendment No. 5 is incorporated herein by reference

Item 4 of this Amendment No. 5 is incorporated herein by reference. Item 7. EXHIBITS

of the Schedule 13D is hereby amended and supplemented to add the following

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following: Exhibit 99.9: Cooperation Agreement, dated October 23, 2024 (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 October 24, 2024). CUSIP No. 844741108 Schedule 13D/A Page 6 of 6 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATE: October 24, 2024 Elliott Investment Management L.P. /s/ Elliot Greenberg Name:Elliot Greenberg Title:Vice President

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View this SC 13D/A filing on SEC EDGAR