BROOKS DOUGLAS H 4

What Happened

• Douglas H. Brooks, a director of Southwest Airlines Co. (LUV), reported two gift disposals of LUV stock and a later award. On December 2, 2025 he transferred two blocks of 1,836 shares each (total 3,672 shares) as gifts (reporting code G, $0 reported proceeds). On May 7, 2026 he received a grant/award of 4,108 shares (reporting code A, $0 reported purchase price).
• These entries were reported on a Form 4 filed May 11, 2026 to bring past ownership reports current; the filing notes the transactions were not timely.

Key Details

• Transaction dates and types: 2025-12-02 — Gift (G) of 1,836 shares and 1,836 shares (two separate dispositions); 2026-05-07 — Award/Grant (A) of 4,108 shares. All reported at $0.00 per share on the Form 4.
• Shares owned after transactions: the filing notes 6,705 shares were previously distributed to the reporting person (and reported as directly owned) following the trust terminations; adding the 4,108-share award increases directly held shares reported on this Form 4 (see footnotes for breakdown).
• Notable footnotes:
  • F1/F2: On Nov 22, 2023, Brooks contributed shares to two grantor retained annuity trusts for family beneficiaries; upon trust termination on Dec 2, 2025, 1,836 shares from each trust were transferred to his children and the remaining 6,705 shares were distributed earlier to him or his joint brokerage account and are reported as directly owned.
  • F3: The 6,705-share figure includes 1,842 shares acquired under an exempt Rule 16a-11 dividend reinvestment plan.
• Timeliness: The Form 4 states these transactions were not timely filed (late filing), and the report was submitted May 11, 2026 to update prior disclosures.

Context

• Gifts (code G) are transfers to family and do not necessarily indicate the insider’s view of the stock; they are disposals for reporting purposes but may be driven by estate/financial planning.
• Awards/grants (code A) increase reported holdings; the Form shows $0 per share because no cash purchase was recorded on the Form 4 (many grants are subject to vesting or are non-cash awards).
• Retail investors should view these as reporting of ownership changes and trust distributions rather than market-timing trades.