SOUTHWEST AIRLINES CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Southwest Airlines Co.

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Notice of Annual Meeting of Shareholders

To the Shareholders:

The Annual Meeting of the Shareholders of Southwest Airlines Co. will be held on Wednesday, May 14, 2025. The Annual Meeting will be a completely virtual meeting. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/LUV2025 and by entering the 16-digit control number you received in the proxy materials. The Annual Meeting will begin at approximately 10:00 a.m., Central Daylight Time, with online login beginning at 9:45 a.m., Central Daylight Time, via a live webcast on the Internet.

The Annual Meeting is being held for the following purposes:

March 18, 2025, is the date of record for determining Shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. As described in your electronic proxy materials notice, please vote by accessing the Internet website. If you received printed copies of the materials, you also have the option of (1) calling the toll-free number on the proxy or voting instruction card; or (2) signing, dating, and mailing the proxy or voting instruction card. We encourage you to vote via the Internet, as this is the most cost-effective method. In addition, if you vote via the Internet, you may elect to have next year’s Proxy Statement and Annual Report to Shareholders delivered to you electronically. We encourage you to enroll in electronic delivery, as it is a cost-effective, more efficient way for us to provide you with proxy materials and annual reports. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.

By Order of the Board of Directors,

Jeff Novota

Corporate Secretary

April 4, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2025 We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxymaterials to their shareholders on the Internet. These rules allow us to provide information Shareholders need while lowering thecosts of delivery. Southwest’s Notice of Annual Meeting, Proxy Statement for the 2025 Annual Meeting of Shareholders, andAnnual Report to Shareholders for the fiscal year ended December 31, 2024 are available atwww.southwestairlinesinvestorrelations.com/financials

A Message from our Independent Chair

Dear Shareholder:

In the annals of commercial aviation, Southwest Airlines has a hallowed place filled with successes that made it the envy of the industry. Today, your Company is undergoing unprecedented change and the Board itself has undergone an extraordinary transformation with the induction of nine new Directors, including myself, and nine retirements. We recognize that Southwest has been facing a gradual and insidious operating margin squeeze due to rising costs and missed revenue opportunities.

We are focused on costs while recognizing the need to offer competitive wages across all employee groups, upgrade key information technology systems, and make other necessary investments. At the same time, we are cognizant of revenues our competitors reap from bag fees, seat assignments, extra legroom seats, participation in online travel agency portals, and so on. As part of a listening tour during 2024, certain Directors met with numerous shareholder groups who all expect change and accountability. Your Board has heard you and is answering that call for meaningful change to create enduring and superior value for shareholders and for all other stakeholders.

I see two distinct cultures within Southwest Airlines—that of our frontline employees and that of our senior management team. The legendary culture of customer interaction and service ingrained in our frontline employees is loved by our customers and the envy of our competitors. This must remain a constant for Southwest Airlines to reach new heights. Complementing this remarkable force is the management culture that guided Southwest to enormous success. However, over time, that management culture, once renowned for agility and innovation, lost some of its magic. One common theme we heard during last year’s shareholder listening tour was an imperative for management to change, adapt, and innovate in a constantly evolving airline industry.

Today, I am proud to report that the management team is demonstrably focused on the need to move with speed and intensity and to innovate. There is no better evidence of that than the initiatives launched over recent months, especially the initiatives we announced on March 11 of this year. These bold moves would have been unheard of within Southwest’s recent history and are crucial to further broaden our customer appeal, continue to provide employees with attractive wages and benefits, pursue growth opportunities, and reward our shareholders. Change is never easy, and of course we will have well-wishers and detractors raise questions as we navigate forward. If we go too far or fall short, we will course correct. The transformation of Southwest Airlines to regain its rightful place in the airline industry is well underway, fueled by the enthusiasm of our employees who consistently demonstrate legendary hospitality and passion for serving their customers.

As Southwest embarks upon its next era, today, we are far from satisfied. We look forward to delivering superior financial performance for the benefit of our employees, customers, the communities we serve, and you, our shareholders.

Thank you for your continued support of Southwest Airlines.

Sincerely,

Rakesh Gangwal Chair of the Board

Southwest Airlines 2025 Proxy Statement

A Message from our President, Chief Executive Officer & Vice Chairman

2024 was a year of tremendous change at Southwest Airlines and the beginning of a monumental shift in the trajectory of the Company. Our Board underwent unprecedented refresh, and I’m immensely grateful for our current and past Board members. Our new directors bring valuable perspectives and experience and have quickly assimilated as a team, united by the goal of rapidly adapting to evolving Customer expectations, decreasing costs and becoming more efficient, and driving sustained Shareholder value—all while staying true to the unique and unmatched DNA that Herb infused into Southwest—a Heart for service delivered by the best People in the business.

Our Board has a duty to challenge management to perform at its best and to hold management accountable to deliver. I welcome that oversight and focus, and I see the leadership team rising to the challenge. Our team is keenly aware of the expectations of our Shareholders and intensely focused on taking swift action to return Southwest to industry-leading financial performance.

I am incredibly proud of our accomplishments in 2024, the progress we are making, and the momentum and pace I am seeing. Despite industry-wide challenges such as inflationary cost pressures, significantly higher wage rates, delayed aircraft deliveries, and shifting travel patterns, we had record-breaking operating revenues in 2024. We ratified our final open labor contract in September 2024. All twelve union-represented workgroups, representing approximately 82 percent of Employees, have now ratified new contracts.

Operational reliability remained a priority for the Company, exemplified by our strong performance throughout the year, improving on nearly every operational metric over 2023. The recognition we received by the Wall Street Journal’s 2024 annual airline rankings is a testament to our outstanding Employees and the significant investments we have made in our operation. But we aren’t done and are working to strengthen our operational performance even further.

We ended 2024 with a near record high Customer Net Promoter Score—a key indicator of Customer satisfaction. We also made notable strides in our ongoing Customer Experience enhancements and service modernization—deliberate actions focused on making our already leading Customer experience even better.

We evolved our marketing and distribution practices by partnering with flight meta search engines such as Google Flights, Kayak, and Skyscanner. In addition, we implemented key technology initiatives, including replacing our legacy flight planning system, leveraging artificial intelligence to expedite support and call

resolution time for Customer Service agents, and adding digital capabilities in the operation to help reduce turn times.

We have turned our focus to making progress on our revenue initiatives this year, and we expect to sell assigned and premium seating options in third quarter 2025 and operate our new seating options, complete with a new cabin experience, in first quarter 2026. In first quarter this year, we reached an amended co-brand agreement with Chase that provides enhanced cardmember benefits associated with our assigned and premium seating initiative, implemented 24-hour operations with our first red-eye flights, launched our first airline partnership with Icelandair, and broadened our distribution network through a cost-effective agreement with Expedia. Turn time reduction efforts are well underway, and, we expect these efforts, coupled with red-eye flying, to fund all near term capacity growth through initiatives rather than through incremental capital spending. In addition, we unlocked value in our existing fleet through the completion of a short-term sale-leaseback transaction and returned value to Shareholders through share repurchases under our $2.5 billion share repurchase authorization.

While we are making progress, we are far from satisfied. We must do more to meet the evolving needs of our Customers, and meet the expectations of our Shareholders. And we must do it all while operating differently as a Company, with unparalleled focus and intensity, increased pace and agility, and a bias toward delivering improved financial performance. Achieving financial prosperity will provide stability for our stakeholders, allow us to deliver an exceptional product to our Customers, sustainably return value to our Shareholders, and enable us to grow when the time is right.

Last month, we announced some of the most consequential changes in our Company’s history, including changes to our Bags Fly Free policy, optimization of our Rapid Rewards loyalty program, the introduction of a basic economy fare product, and expanded distribution through online travel agencies. Through the pursuit of these and other additional revenue opportunities, combined with the significantly increased targets for our cost plan, we expect to materially accelerate and increase our earnings and regain our margin position. We now expect to hit our long-term ROIC target in 2026, a full year earlier than forecasted. We also announced plans to return additional value to Shareholders by completing the remaining $1.5 billion of share repurchases under the Company’s $2.5 billion share repurchase authorization by the end of July. We are inspired by the direction we’re headed, confident in our ability to deliver against our plan, and will remain resolute in identifying and pursuing opportunities to improve Southwest’s value proposition for all stakeholders.

Southwest Airlines 2025 Proxy Statement

Southwest Airlines has successfully evolved many times before, and we will again—I believe this time better than ever before. We are working with determination and at a pace unlike I’ve ever experienced in my 37 years with the Company, and I have the utmost confidence in our core resource, our People, and their ability to embrace change and propel our airline forward. Stay tuned, there is more to come as we continue to grow and expand our value proposition for our Customer. We are just getting started.

Thank you for your investment in and support of Southwest Airlines.

Sincerely,

Robert E. Jordan

President, Chief Executive Officer, & Vice Chairman of the Board

Southwest Airlines 2025 Proxy Statement