[8-K] Southwest Gas Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. announced two corporate developments. The company entered into a Registration Rights Agreement with the Icahn Group under an existing cooperation agreement, granting the Icahn Group customary shelf, underwritten offering and piggy-back registration rights. Concurrently, it is filing a resale prospectus supplement to register the resale of shares of common stock held by certain selling stockholders pursuant to that agreement, and the company will not receive proceeds from these sales.

The company and Southwest Gas Corporation also appointed Justin S. Forsberg as Senior Vice President/Chief Financial Officer effective December 1, 2025. Forsberg, a CPA with prior senior roles at IDACORP and Idaho Power, will receive a $500,000 annual salary and be eligible for incentive and equity awards, with change in control and indemnification arrangements aligned with other executive officers.

Insights

Corporate governance and capital markets analyst

SWX adds a new CFO and formalizes resale rights for Icahn Group.

Southwest Gas Holdings is combining a governance-related capital markets step with a leadership change. The Registration Rights Agreement gives the Icahn Group and related holders shelf, underwritten and piggy-back registration rights, and a concurrent resale prospectus supplement covers sales of existing common shares. The company states it will not receive any proceeds from these stockholder resales, so this is an administrative step rather than a primary capital raise.

On the leadership side, the appointment of Justin S. Forsberg as Senior Vice President/Chief Financial Officer effective December 1, 2025 brings an internal candidate with prior investor relations and treasury responsibility into the top finance role. His compensation package includes a $500,000 annual salary, cash and equity incentives, and change in control and indemnification terms aligned with other executives.

Overall, these actions formalize arrangements with a significant stockholder group and refresh the finance leadership team without disclosing changes to financial guidance or strategy. Subsequent periodic reports may provide more detail on how the new CFO influences capital allocation and communication with investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 26, 2025

Commission File Number		Exact name of registrant as specified in its charter and principal office address and telephone number		State of Incorporation		I.R.S. Employer Identification No.
001-37976		Southwest Gas Holdings, Inc.		Delaware		81-3881866
		8360 S. Durango Dr.
		Las Vegas, Nevada 89113
		(702)876-7237
001-7850		Southwest Gas Corporation		California		88-0085720
		8360 S. Durango Dr.
		Las Vegas, Nevada 89113
		(702) 876-7237

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))

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

Southwest Gas Holdings, Inc.:

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
Southwest Gas Corporation:
None.

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

In accordance with that certain Amended and Restated Cooperation Agreement, dated October 14, 2025 (the “Cooperation Agreement”), Southwest Gas Holdings, Inc. (the “Company”) and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”) entered into a registration rights agreement on November 26, 2025 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, and subject to certain exceptions, the Company agreed to grant the Icahn Group certain customary shelf, underwritten offering and piggy-back registration rights.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 26, 2025, the Company and Southwest Gas Corporation (together, the “Companies”) appointed Mr. Justin S. Forsberg as Senior Vice President/Chief Financial Officer effective December 1, 2025. Mr. Forsberg, age 50, has served as Vice President/Investor Relations of the Companies, since August 2023 and as Vice President/Investor Relations and Treasurer of the Companies since April 2024. From December 2010 to August 2023, Mr. Forsberg served in various accounting and finance roles at IDACORP, Inc. and Idaho Power Company, most recently having served as Director of Investor Relations & Treasury from May 2019 to August 2023. Before joining IDACORP, Justin worked at Deloitte & Touche LLP from May 2003 to December 2010, ultimately serving in the role of Manager. Mr. Forsberg is a Certified Public Accountant in the state of Idaho and holds a Bachelor of Science in Accounting and a Masters in Accounting from Brigham Young University.

Mr. Forsberg will receive an increased annual salary of $500,000 effective December 1, 2025. He will be eligible for annual cash incentive awards and long-term equity incentive awards, and will participate in other compensation and benefit programs at levels consistent with his position and scope of responsibilities. In connection with Mr. Forsberg’s appointment, Mr. Forsberg and the Companies will amend the existing Change in Control Agreements such that Mr. Forsberg’s Change in Control Agreements are substantially in the same form as those with the Companies’ other executive officers. Mr. Forsberg is party to indemnification agreements substantially in the same form as the Companies’ other executive officers.

No family relationships exist between Mr. Forsberg and any of the Companies’ directors or executive officers or any person nominated or chosen by the Companies to become a director or executive officer. There are no arrangements or understandings between Mr. Forsberg and any other person pursuant to which Mr. Forsberg was selected as an officer, nor are there any transactions to which the Companies are or were a participant and in which Mr. Forsberg has or had a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events

Concurrently with this Current Report on Form 8-K, the Company is filing a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus contained in its effective Registration Statement on Form S-3ASR (File No. 333-275774) to register the resale, from time to time, of shares of the Company’s common stock, par value $1.00 per share, held by the selling stockholders named therein (the “Shares”), pursuant to the Registration Rights Agreement. The Company will not receive any proceeds from the sale of any Shares by the selling stockholders from time to time pursuant to the Resale Prospectus Supplement.

A copy of the opinion of Morrison & Foerster LLP relating to the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Registration Rights Agreement, dated as of November 26, 2025, by and among the Icahn Group and the Company.
5.1		Opinion of Morrison & Foerster LLP.
23.1		Consent of Morrison & Foerster LLP (included in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain personal information in this exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

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.
November 26, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary
						SOUTHWEST GAS CORPORATION
November 26, 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) announce in this Form 8-K?

The company entered into a Registration Rights Agreement with the Icahn Group, is filing a resale prospectus supplement for certain existing common shares, and appointed Justin S. Forsberg as Senior Vice President/Chief Financial Officer effective December 1, 2025.

What is the Registration Rights Agreement between Southwest Gas and the Icahn Group?

Southwest Gas Holdings entered into a Registration Rights Agreement with Carl C. Icahn and related entities granting them customary shelf, underwritten offering and piggy-back registration rights for their shares of the company’s common stock.

Will Southwest Gas Holdings receive proceeds from the resale of shares covered by the new prospectus supplement?

No. The company states it will not receive any proceeds from the sale of shares by the selling stockholders under the resale prospectus supplement; the proceeds will go to the selling stockholders.

Who is the new CFO of Southwest Gas Holdings and when is the appointment effective?

Justin S. Forsberg was appointed Senior Vice President/Chief Financial Officer of Southwest Gas Holdings, Inc. and Southwest Gas Corporation, with the appointment effective December 1, 2025.

What is Justin S. Forsberg’s background before becoming CFO of Southwest Gas?

Since August 2023, Mr. Forsberg has served as Vice President/Investor Relations of the companies and, since April 2024, as Vice President/Investor Relations and Treasurer. Previously he held various accounting and finance roles at IDACORP, Inc. and Idaho Power Company, and earlier worked at Deloitte & Touche LLP.

What compensation will Justin S. Forsberg receive as CFO of Southwest Gas?

Mr. Forsberg will receive an increased annual salary of $500,000, be eligible for annual cash incentive and long-term equity incentive awards, and participate in other compensation and benefit programs consistent with his position and responsibilities.

Are there any related-party or family relationships disclosed for the new Southwest Gas CFO?

The companies disclose that Mr. Forsberg has no family relationships with their directors or executive officers and there are no related-party transactions involving him that require disclosure under Item 404(a) of Regulation S-K.