Southwest Gas Holdings Announces Pricing of Secondary Public Offering of Centuri Holdings, Inc. Common Stock

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Southwest Gas Holdings (NYSE: SWX) has announced the pricing of a secondary public offering of Centuri Holdings (NYSE: CTRI) common stock. The company is offering 27,362,210 existing shares at $19.60 per share.

The offering is expected to close on September 5, 2025, subject to customary conditions. Upon completion, Southwest Gas Holdings will fully divest its ownership in Centuri, no longer holding any shares. J.P. Morgan is serving as the underwriter for this offering.

The shares are being offered through an effective shelf registration statement filed with the SEC, with detailed information available in the prospectus supplement.

Positive

• Complete divestiture allows Southwest Gas Holdings to streamline its business focus
• Strategic exit from Centuri ownership through organized public offering

Negative

• Potential loss of revenue stream from Centuri operations

Insights

Financial Restructuring Specialist

SWX completes full divestiture of Centuri through $536M secondary offering, ending its ownership stake in the utility infrastructure company.

Southwest Gas Holdings has priced its secondary offering of Centuri Holdings common stock at $19.60 per share, selling all 27,362,210 shares it owned. This transaction values the offering at approximately $536.3 million (27.36M shares × $19.60/share) and represents a complete exit from Southwest's ownership position in Centuri.

This secondary offering follows Centuri's initial public offering earlier this year, which was part of Southwest Gas Holdings' strategic plan to separate its utility infrastructure services business. The complete divestiture creates a clean break between the two companies, allowing Southwest Gas Holdings to focus exclusively on its regulated natural gas utility operations.

For Southwest Gas Holdings, this transaction provides significant capital that could potentially strengthen its balance sheet, fund core operations, or be returned to shareholders. The deal's structure as a secondary offering means the proceeds go directly to Southwest Gas Holdings rather than to Centuri.

J.P. Morgan is serving as the sole underwriter for the offering, which is expected to close on September 5, 2025. The transaction is being conducted through a registered shelf offering with the SEC, ensuring regulatory compliance through the filing of the required prospectus supplement and accompanying documentation.

LAS VEGAS, Sept. 3, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the pricing of the previously-announced registered public offering of Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri") common stock (the "Offering"), pursuant to which Southwest Gas Holdings, as the selling stockholder, is offering 27,362,210 existing shares of Centuri's common stock at a price to the public of $19.60 per share. The Offering is expected to close on September 5, 2025, subject to customary closing conditions. Upon completion of the Offering, Southwest Gas Holdings will no longer own any shares of Centuri's common stock.

J.P. Morgan is acting as the underwriter for the Offering.

The shares are being offered pursuant to an effective shelf registration statement (including a base prospectus) that has been filed by Centuri with the U.S. Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement relating to and describing the terms of the offering will be filed by Centuri with the SEC and will be available on the SEC's website at www.sec.gov. The Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained, when available, by request from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").

About Southwest Gas Holdings

Southwest Gas Holdings, Inc., through its primary operating subsidiary Southwest Gas Corporation, engages in the business of purchasing, distributing, and transporting natural gas. Southwest Gas Corporation is a dynamic energy company committed to exceeding the expectations of over 2 million customers throughout Arizona, Nevada, and California by providing safe and reliable service while innovating sustainable energy solutions to fuel the growth in its communities. In addition, Southwest Gas Holdings, Inc. is a minority owner of Centuri Holdings, Inc., which provides comprehensive utility infrastructure services across North America.

About Centuri

Centuri Holdings, Inc. is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, statements regarding Southwest Gas Holdings' expectations or intentions regarding the future. These forward-looking statements can often be identified by the use of words such as "will", "predict", "continue", "forecast", "expect", "believe", "anticipate", "outlook", "could", "target", "project", "intend", "plan", "seek", "estimate", "should", "may" and "assume", as well as variations of such words and similar expressions referring to the future, and include (without limitation) statements regarding expectations with respect to the closing of the Offering. A number of important factors affecting the business and financial results of Southwest Gas Holdings and/or Centuri could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, the timing of a separation of our remaining interests in Centuri, the timing and impact of executing (or not executing) such transaction alternatives, the timing and amount of rate relief, changes in rate design, customer growth rates, the effects of regulation/deregulation, tax reform and similar changes and related regulatory decisions, the impacts of construction activity at Centuri, the potential for, and the impact of, a credit rating downgrade, the costs to integrate new businesses, future earnings trends, inflation, sufficiency of labor markets and similar resources, seasonal patterns, current and future litigation, and the impacts of stock market volatility. Factors that could cause actual results to differ also include (without limitation) those discussed in Southwest Gas Holdings' and Centuri's respective periodic reports filed from time to time with the SEC, including Southwest Gas Holdings' and Centuri's most recent Annual Reports on Form 10-K under the heading "Risk Factors" and "Quantitative and Qualitative Disclosure about Market Risk," as well as the prospectus supplement relating to the Offering filed with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Southwest Gas Holdings and/or Centuri on their websites or otherwise. Southwest Gas Holdings does not assume any obligation to update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

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SOURCE Southwest Gas Holdings, Inc.

FAQ

How many shares is Southwest Gas Holdings (SWX) selling in the Centuri secondary offering?

Southwest Gas Holdings is selling 27,362,210 existing shares of Centuri Holdings common stock at $19.60 per share.

When will the Southwest Gas Holdings (SWX) secondary offering of Centuri stock close?

The offering is expected to close on September 5, 2025, subject to customary closing conditions.

Will Southwest Gas Holdings (SWX) retain any ownership in Centuri after the offering?

No, upon completion of the offering, Southwest Gas Holdings will no longer own any shares of Centuri's common stock.

Who is the underwriter for the Centuri Holdings (CTRI) secondary offering?

J.P. Morgan is acting as the underwriter for the offering.