Southwest Gas, Icahn amend cooperation; 2026 board slate and timeline

Rhea-AI Filing Summary

Southwest Gas Holdings entered into an Amended and Restated Cooperation Agreement with the Icahn Group. The Company will nominate four Icahn Designees — Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno — for election at the 2026 annual meeting of stockholders.

The agreement keeps standstill restrictions in place until the later of the conclusion of the 2026 Annual Meeting or the earlier of when Andrew J. Teno (or a replacement) is no longer on the Board, or 30 days before the advance notice deadline for the 2027 meeting. It will terminate automatically if the Board re‑appoints any former pre‑2022 director without approval of a majority of the Icahn Designees. The record date for the 2026 meeting will be set within 30 days of March 3, 2026. Other material terms of the prior agreement remain unchanged.

Insights

Corporate governance analyst

Extended cooperation with the Icahn Group through the 2026 cycle.

Southwest Gas and the Icahn Group amended and restated their cooperation framework, with the Company agreeing to nominate four Icahn Designees at the 2026 annual meeting. The filing outlines clear board slate commitments and defines the meeting’s record date window around March 3, 2026.

Standstill provisions remain effective through the 2026 annual meeting, with specific termination triggers tied to Andrew J. Teno’s Board service or the advance notice timing for 2027 nominations. An automatic termination applies if the Board re‑appoints a former pre‑2022 director without a majority of Icahn Designees’ approval.

This is an administrative governance update that may reduce proxy contest risk through the 2026 meeting. Actual impact depends on future Board decisions and stockholder voting outcomes.

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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) October 14, 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. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On October 14, 2025, Southwest Gas Holdings, Inc. (the “Company”) and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group” and together with the Company, the “Parties”) entered into an Amended and Restated Cooperation Agreement (the “Amended Agreement”), which amends, restates, supersedes and replaces in its entirety that certain Amended and Restated Cooperation Agreement, dated as of October 15, 2024, by and between the Parties (the “Prior Agreement”).

In accordance with the terms of the Amended Agreement, the Company agreed with the Icahn Group, among other things, to nominate each of Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma and Andrew J. Teno (each, an “Icahn Designee” and, collectively, the “Icahn Designees”) for election at the 2026 annual meeting of stockholders of the Company (the “2026 Annual Meeting”). In addition, subject to qualifications set forth in the Amended Agreement, the Amended Agreement provides the standstill restrictions on the Icahn Group will remain in effect until, and the Amended Agreement will terminate upon, the later of (x) the conclusion of the 2026 Annual Meeting and (y) the earlier of (1) immediately following the time at which Andrew J. Teno (or any Replacement Designee for Mr. Teno, as such term is defined in the Amended Agreement) is no longer serving on the Company’s board of directors (the “Board”) and (2) thirty (30) days prior to the expiration of the advance notice deadline for the submission of director nominees in connection with the Company’s 2027 Annual Meeting of Stockholders (as such term is defined in the Amended Agreement); provided, however, that the Amended Agreement will terminate automatically on the date on which the Board re-appoints as a director any former director of the Board (i.e., any person who was a director of the Board prior to the 2022 annual meeting of stockholders of the Company, but was not a director of the Board immediately after the 2022 annual meeting of stockholders of the Company), without the approval of a majority of the Icahn Designees.

Pursuant to the terms of the Amended Agreement, the Company further agreed with the Icahn Group to establish the record date for the 2026 Annual Meeting for a time within thirty (30) days of March 3, 2026.

Other than the foregoing, the material terms of the Prior Agreement remain unchanged.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended and Restated Cooperation Agreement, dated as of October 14, 2025, by and among the Icahn Group and Southwest Gas Holdings, Inc.*
104		Cover Page formatted in Inline XBRL

* 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.
October 14, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

FAQ

What did SWX announce regarding its cooperation with the Icahn Group?

SWX entered into an Amended and Restated Cooperation Agreement with the Icahn Group and will nominate four Icahn Designees at the 2026 annual meeting.

Who are the Icahn Designees Southwest Gas (SWX) will nominate in 2026?

Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno.

How long do the standstill restrictions apply under the amended agreement for SWX?

Until the later of the 2026 Annual Meeting’s conclusion or the earlier of Andrew J. Teno no longer serving or 30 days before the 2027 advance notice deadline.

What triggers automatic termination of the SWX–Icahn amended agreement?

If the Board re‑appoints any former pre‑2022 director without approval of a majority of the Icahn Designees.

When will SWX set the record date for the 2026 Annual Meeting?

Within 30 days of March 3, 2026.

Did other terms from the prior SWX–Icahn agreement change?

Other than the described updates, the material terms of the prior agreement remain unchanged.