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

Rhea-AI Summary

Southwest Gas Holdings (NYSE: SWX) has announced a secondary public offering of Centuri Holdings (NYSE: CTRI) common stock. The offering includes 15 million existing shares with an additional 30-day option for underwriters to purchase up to 2.25 million shares.

Additionally, Icahn Partners and Icahn Partners Master Fund LP, affiliated with Carl C. Icahn, will purchase 1,573,500 shares of Centuri's common stock in a concurrent private placement at the same price as the public offering. The private placement will close after the main offering, with the main offering not being contingent on the private placement's completion.

Positive

• None.

Negative

• Potential dilution of existing Centuri Holdings shareholders
• Southwest Gas Holdings reducing its ownership stake in Centuri

LAS VEGAS, Aug. 7, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the commencement of an underwritten secondary 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 15,000,000 existing shares of Centuri's common stock. Southwest Gas Holdings expects to grant the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of Centuri's common stock.

In addition to the shares of Centuri's common stock sold in the Offering, Southwest Gas Holdings announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase an aggregate of 1,573,500 shares of Centuri's common stock from Southwest Gas Holdings in a concurrent private placement at a price per share equal to the Offering price per share. The concurrent private placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The sale of these shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the Offering is not conditioned upon the closing of the concurrent private placement.

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 proposed Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement.

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.

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 the majority 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 expected completion, timing and size of the proposed Offering and the concurrent private placement and whether the underwriters will exercise their option to purchase additional shares. 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 Southwest Gas Holdings' 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 preliminary prospectus supplement relating to the proposed 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) offering in the Centuri Holdings secondary offering?

Southwest Gas Holdings is offering 15 million existing shares of Centuri Holdings stock, with an additional 30-day option for underwriters to purchase up to 2.25 million more shares.

What is the role of Carl Icahn's investment entities in the Centuri Holdings (CTRI) offering?

Icahn Partners and Icahn Partners Master Fund LP will purchase 1,573,500 shares of Centuri's common stock through a concurrent private placement at the same price as the public offering.

When will the Centuri Holdings (CTRI) secondary offering close?

The closing date is not specified in the announcement, but the concurrent private placement with Icahn Partners will close immediately following the completion of the main public offering.

What is the price per share for the Centuri Holdings (CTRI) secondary offering?

The specific price per share has not been disclosed in the announcement. It will be detailed in the preliminary prospectus supplement to be filed with the SEC.

How can investors participate in the Centuri Holdings (CTRI) secondary offering?

Investors can participate through the public offering once the prospectus supplement and accompanying prospectus are filed. The offering will be made available through the registration requirements of the Securities Act.