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

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. sold 17,250,000 shares of Centuri Holdings common stock at an offering price of $19.50 per share, receiving approximately $325 million net from the underwritten offering and approximately $31 million net from a concurrent private placement, or about $356 million in aggregate proceeds. After the closings, the company owns 27,362,210 Centuri shares, representing approximately 30.9% of Centuri's outstanding common stock, and no longer has a controlling financial interest in Centuri. As a result, Southwest Gas will deconsolidate Centuri, present Centuri's historical results as discontinued operations and account for its remaining interest using the equity method. The company intends to use the proceeds to repay outstanding indebtedness and for general corporate purposes.

Positive

• Approximately $325 million net proceeds from the underwritten offering and approximately $31 million net proceeds from a concurrent private placement, totaling ~$356 million in cash to the company
• Underwriters fully exercised their option, increasing the offering size to 17,250,000 shares
• Proceeds designated for repayment of outstanding indebtedness and general corporate purposes

Negative

• Company no longer has a controlling financial interest in Centuri after the closings (ownership ≈30.9%)
• Centuri will be deconsolidated and its historical results will be presented as discontinued operations, changing comparability of consolidated financial statements
• Remaining interest will be equity-method accounted, reducing consolidation-driven control and potentially altering future earnings recognition

Insights

Financial Analyst

TL;DR: Sale generated about $356 million and reduced Southwest Gas's ownership to ~30.9%, triggering deconsolidation and equity-method accounting.

The transaction converts a significant portion of the company's Centuri holdings into cash—approximately $325 million from the underwritten offering plus approximately $31 million from a private placement. The underwriters exercised their full option, increasing the sale to 17,250,000 shares. Post-closing ownership of 27,362,210 shares (about 30.9%) ends the company's controlling financial interest and requires deconsolidation and presentation of Centuri as discontinued operations for all periods presented. The company states proceeds will be used to repay indebtedness and for general corporate purposes. These are material balance-sheet and reporting changes that will affect comparability of historical consolidated results.

Corporate Governance Specialist

TL;DR: Loss of control over Centuri shifts governance influence and accounting; lock-up and customary representations accompany the transactions.

The Underwriting Agreement and the Common Stock Purchase Agreement include customary representations, warranties, covenants and indemnities, and a 30-day lock-up restricting sales of Centuri common stock by specified parties. The deconsolidation means Southwest Gas will no longer consolidate Centuri's financials and will instead account for its remaining interest under the equity method. The company retains a substantial minority stake (≈30.9%), but the registrant explicitly states it no longer has a controlling financial interest. The filing notes that omitted schedules and certain personal information are filed under exhibit privileges.

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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) August 6, 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.

Underwritten Offering

On August 7, 2025, Southwest Gas Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”) and Centuri Holdings, Inc. (“Centuri”), pursuant to which the Company agreed to sell 15,000,000 shares (the “Initial Shares”) of its holdings of common stock of Centuri, par value $0.01 per share (“Centuri Common Stock”), to the Underwriters (the “Offering”). The price to the public in the Offering was $19.50 per share (the “Offering Price”). In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days after the date of the prospectus supplement specifically relating to the Offering (the “Prospectus Supplement”), to purchase up to 2,250,000 additional shares of its holdings of Centuri Common Stock (the “Additional Shares” and, together with the Initial Shares, the “Shares”) at the Offering Price, less underwriting discounts and commissions.

The Offering was made under the Prospectus Supplement and related prospectus filed with the Securities and Exchange Commission pursuant to Centuri’s effective shelf registration statement on Form S-3, as amended (Registration No. 333-287200).

Under the terms of the Underwriting Agreement and pursuant to a lock-up agreement, Centuri, Centuri’s directors and executive officers, the Company, the Icahn Investors (as defined below) and certain of their respective affiliates also agreed not to sell or transfer any Centuri Common Stock without first obtaining the written consent of the Representative, subject to certain exceptions, for 30 days after the date of the Prospectus Supplement.

On August 11, 2025, the Offering closed, pursuant to which the Company sold a total of 17,250,000 shares of Centuri Common Stock, which included the Underwriters’ full exercise of their option to purchase the Additional Shares described above. The Company received net proceeds of approximately $325 million in respect of the sale of the Shares, after deducting the Underwriters’ discounts and commissions. Centuri did not receive any of the proceeds from the sale of the Shares by the Company. The Company intends to use the proceeds from the Offering and the Concurrent Private Placement (as defined below) for the repayment of outstanding indebtedness and for general corporate purposes.

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of Centuri, the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Concurrent Private Placement

On August 11, 2025, concurrently with the closing of the Offering and as previously contemplated by, and described in, the Prospectus Supplement, the Company closed the sale of an aggregate of 1,573,500 shares of its holdings of Centuri Common Stock to Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn (collectively, the “Icahn Investors”), at the Offering Price, pursuant to a Common Stock Purchase Agreement, dated August 6, 2025, by and among Southwest Gas Holdings, Inc. and the Icahn Investors (the “Stock Purchase Agreement”). The Centuri Common Stock was offered and sold in a transaction exempt from registration under the Securities Act (the “Concurrent Private Placement”). The net proceeds to the Company from the Concurrent Private Placement were approximately $31 million. Centuri did not receive any of the proceeds from the Concurrent Private Placement by the Company.

The Stock Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Icahn Investors, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Stock Purchase Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference. The foregoing descriptions of the Stock Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibit.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Reference is made to the information disclosed under Item 1.01 above, which information is incorporated herein by reference.

As of the closing of the Offering and the Concurrent Private Placement on August 11, 2025 (the “Closing Date”), the Company owns 27,362,210 shares of Centuri Common Stock, or approximately 30.9% of the total outstanding shares of Centuri Common Stock. As a result, the Company no longer has a controlling financial interest in Centuri, and, accordingly, the Company will deconsolidate Centuri’s financial statements and results of operations from its consolidated financial statements effective as of the Closing Date (the “Deconsolidation”) in accordance with Accounting Standards Codification 810-10-40-4(c), Consolidation. After the Closing Date, the historical financial results of Centuri, for all periods presented, will be reflected in the Company’s consolidated financial statements as discontinued operations in accordance with accounting principles generally accepted in the United States of America. Following the Deconsolidation, the Company will account for its remaining interest in Centuri using the equity method of accounting.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Any required pro forma financial information with respect to the Deconsolidation will be filed by amendment to this Item 9.01(b).

(d) Exhibits.

Exhibit No.		Description
10.1+		Underwriting Agreement, dated as of August 7, 2025, by and among Centuri Holdings Inc., Southwest Gas Holdings, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named therein.
10.2+*		Common Stock Purchase Agreement, dated as of August 6, 2025, by and among Southwest Gas Holdings, Inc., Icahn Partners LP and Icahn Partners Master Fund LP.
104		Cover Page formatted in Inline XBRL

+ Certain of the schedules and attachments to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

* 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.
August 12, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

FAQ

What did Southwest Gas (SWX) sell and for how much?

The company sold 17,250,000 shares of Centuri Common Stock at an offering price of $19.50 per share, receiving approximately $325 million net from that offering.

Did Southwest Gas complete any private placement alongside the offering?

Yes. Concurrently, the company sold 1,573,500 shares to Icahn-affiliated investors at the offering price, yielding approximately $31 million net proceeds.

How much of Centuri does Southwest Gas own after the transactions?

After the closings, Southwest Gas owns 27,362,210 shares, representing approximately 30.9% of Centuri's outstanding common stock.

How will these transactions affect Southwest Gas's financial reporting?

The company no longer has a controlling financial interest in Centuri and will deconsolidate Centuri effective as of the closing date; Centuri's historical results will be shown as discontinued operations and the remaining interest will be accounted for using the equity method.

What will Southwest Gas use the proceeds for?

The company intends to use the proceeds for repayment of outstanding indebtedness and for general corporate purposes.