SWX CFO Robert J. Stefani to depart; $1.568M separation payout

Southwest Gas Holdings (SWX) announced a CFO transition.

Rhea-AI Filing Summary

Southwest Gas Holdings (SWX) announced a CFO transition. Robert J. Stefani will no longer serve as Senior Vice President/Chief Financial Officer of Southwest Gas Holdings and Southwest Gas Corporation, effective December 1, 2025 or an earlier employment end date. The company stated his departure is not due to any disagreement with auditors, management, accounting principles, financial statement disclosure, or internal controls.

Under a Transition, Separation and General Release Agreement effective November 8, 2025, Mr. Stefani will continue in his role until the Separation Date and receive cash payments totaling $1,568,400. The vesting of his performance-based restricted stock units will be prorated through December 1, 2025. Receipt of the separation consideration is conditioned on signing and not revoking a Certificate of Reaffirmation, ongoing compliance, and continued service through the Separation Date; if the company terminates him before then for reasons other than Cause, he remains entitled to the consideration. The board has begun an internal and external search for his successor.

Insights

Corporate governance analyst

CFO departure with defined terms; neutral operational impact.

Southwest Gas Holdings disclosed that CFO Robert J. Stefani will depart effective December 1, 2025 or earlier. The company explicitly notes no disagreement regarding accounting principles, disclosure, or internal controls, reducing risk of financial reporting disruption.

The separation package includes cash payments of $1,568,400 and prorated vesting of performance-based RSUs through December 1, 2025. Consideration is conditioned on executing a reaffirmation certificate, compliance, and continued service; if terminated before the Separation Date other than for Cause, the consideration remains payable.

The board has initiated a search (internal and external). Actual impact depends on the timing of appointing a successor and continuity of finance leadership; the disclosure frames this as an orderly transition.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Southwest Gas Holdings (SWX) announce regarding its CFO?

The company announced that Robert J. Stefani will no longer serve as Senior Vice President/Chief Financial Officer, effective December 1, 2025 or an earlier end date.

Is the SWX CFO’s departure related to any accounting or controls disagreements?

No. The company stated there was no disagreement with independent auditors or management on accounting principles, financial disclosure, or internal controls.

What payments will the SWX CFO receive upon separation?

He will receive cash payments totaling $1,568,400, and his performance-based RSUs will vest on a prorated basis through December 1, 2025.

What are the conditions for the CFO’s separation consideration at SWX?

Conditions include signing and not revoking a Certificate of Reaffirmation, ongoing compliance, and continued service through the Separation Date; exceptions apply if terminated other than for Cause.

When does the separation agreement for SWX’s CFO take effect?

The Transition, Separation and General Release Agreement is effective November 8, 2025.

Has Southwest Gas begun a search for a new CFO?

Yes. The board initiated an internal and external search to identify Mr. Stefani’s successor.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/05/2025 - 04:05 PM Learn about SEC filing dates

falsefalse00016921150000092416 0001692115 2025-10-31 2025-10-31 0001692115 swx:SouthwestGasCorporationMember 2025-10-31 2025-10-31

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) October 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2025, Southwest Gas Holdings, Inc. (the “Company”) announced that Robert J. Stefani, the Senior Vice President/Chief Financial Officer of the Company and Southwest Gas Corporation (“Southwest Gas,” and together with the Company, the “Companies”) and the Companies agreed that Mr. Stefani will no longer serve as Senior Vice President/Chief Financial Officer of the Companies, effective December 1, 2025 or such earlier date that Mr. Stefani’s employment ends (the last day of Mr. Stefani’s employment, the “Separation Date”). Mr. Stefani will be pursuing new opportunities upon his departure, and Mr. Stefani’s departure is not a result of any disagreement with the Companies’ independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls. The Companies thank Mr. Stefani for his significant contributions during a transformational period as the Company separated from Centuri Holdings, Inc. and became a fully regulated natural gas utility business. The board of directors of the Company has initiated an internal and external search process to identify Mr. Stefani’s successor.

On October 31, 2025, the Companies and Mr. Stefani entered into a Transition, Separation and General Release Agreement (the “Separation Agreement”), effective November 8, 2025 (the “Effective Date”), pursuant to which he will continue to serve in his current capacity until the Separation Date. Under the Separation Agreement, Mr. Stefani will receive cash payments in the aggregate amount of $1,568,400 and the vesting of Mr. Stefani’s performance-based restricted stock units will be prorated through December 1, 2025. The payments to be made to Mr. Stefani under the Separation Agreement are otherwise consistent with those that would have been due under his previously disclosed employment agreement if the Separation Date occurred prior to November 21, 2025.

Mr. Stefani’s consideration payable pursuant to the Separation Agreement (the “Separation Consideration”) is conditioned upon his (i) signing and not revoking the Certificate of Reaffirmation of the Separation Agreement (the “Certificate”), (ii) complying with the Separation Agreement and the Certificate at all times, and (iii) continued service with the Companies in good standing through the Separation Date, provided, however, that if the Company terminates Mr. Stefani’s employment before the Separation Date for any reason other than for Cause (as defined in that certain Change in Control Agreement by and between the Company and Employee, effective as of October 31, 2022), then Mr. Stefani shall still be entitled to all of the Separation Consideration.

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 5, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary
						SOUTHWEST GAS CORPORATION
November 5, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary