Southwest Gas (NYSE: SWX) files Centuri deconsolidation pro forma data

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. filed an amended current report to update earlier disclosures about its reduced ownership in Centuri Holdings, Inc. and the related accounting change. The company previously reported that, as of August 11, 2025, it owned approximately 30.9% of the total outstanding shares of Centuri common stock after selling 17,250,000 shares in an underwritten public offering and 1,573,500 shares in a concurrent private placement. As a result of these transactions, Southwest Gas determined it no longer has a controlling financial interest in Centuri and decided to deconsolidate Centuri’s financial statements from its own. This amendment adds unaudited pro forma condensed consolidated financial information, including a balance sheet as of June 30, 2025 and statements of operations for specified periods, to show how Southwest Gas’s results would look as if the deconsolidation had occurred earlier. No other changes were made to the original report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 11, 2025

SOUTHWEST GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37976		81-3881866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

8360 S. Durango Drive

Post Office Box 98510

Las Vegas, Nevada

(Address of principal executive offices)

89193-8510

(Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value		SWX		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Southwest Gas Holdings, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on August 12, 2025 (the “Initial Form 8-K”), which described, among other matters, (i) that, as of August 11, 2025 (the “Closing Date”), the Company owns approximately 30.9% of the total outstanding shares of common stock of Centuri Holdings, Inc. (“Centuri”), par value $0.01 per share (“Centuri Common Stock”), due to the closing of both the Company’s sale of 17,250,000 shares of its holdings of Centuri Common Stock in an underwritten public offering (the “Offering”) and the Company’s sale of 1,573,500 shares of its holdings of Centuri Common Stock in a concurrent private placement (the “Private Placement”) on the Closing Date and (ii) that, as of the Closing Date and as a result of the Offering and the Private Placement, the Company no longer has a controlling financial interest in Centuri and has therefore determined to deconsolidate Centuri’s financial statements and results of operations from its consolidated financial statements effective as of the Closing Date (the “Deconsolidation”).

This Amendment amends and supplements the Initial Form 8-K, which is incorporated herein by reference, to include the unaudited pro forma consolidated balance sheet as of June 30, 2025, giving effect to the Deconsolidation as if it had occurred on June 30, 2025, and unaudited pro forma consolidated statements of operations for the six months ended June 30, 2025 and for the three years ended December 31, 2024, in each case giving effect to the Deconsolidation as if the Deconsolidation had occurred on January 1, 2022, as required by Item 9.01(b) of Form 8-K in connection with the Deconsolidation. No other amendments to the Initial Form 8-K are being made by this Amendment.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b) of Form 8-K, the unaudited pro forma combined financial statements of the Company, which reflect the Deconsolidation, are attached to this Amendment as Exhibit 99.1 and are incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information.
104		Cover Page formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						SOUTHWEST GAS HOLDINGS, INC.
August 15, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

FAQ

What did Southwest Gas Holdings (SWX) file in this 8-K/A?

Southwest Gas Holdings filed an amended current report to add unaudited pro forma condensed consolidated financial information related to the deconsolidation of Centuri Holdings, Inc. to its prior disclosure.

What is Southwest Gas Holdings current ownership stake in Centuri Holdings?

As of August 11, 2025, Southwest Gas Holdings owns approximately 30.9% of the total outstanding shares of Centuri Holdings, Inc. common stock.

What transactions reduced Southwest Gas Holdings stake in Centuri?

The company sold 17,250,000 shares of Centuri common stock in an underwritten public offering and 1,573,500 shares in a concurrent private placement, both closing on August 11, 2025.

What does deconsolidation of Centuri mean for Southwest Gas Holdings financials?

Southwest Gas determined it no longer has a controlling financial interest in Centuri and has decided to remove Centuris financial statements and results of operations from its consolidated financial statements effective as of August 11, 2025.

What pro forma financial information is included in this amendment?

The amendment includes an unaudited pro forma consolidated balance sheet as of June 30, 2025 and unaudited pro forma consolidated statements of operations for the six months ended June 30, 2025 and for the three years ended December 31, 2024, assuming the deconsolidation occurred on January 1, 2022.

Does this 8-K/A change any other aspects of the earlier Southwest Gas filing?

No. The amendment states that no other amendments are being made to the initial report beyond adding the unaudited pro forma financial information.