Southwest Gas (NYSE: SWX) exits Centuri, raising about $524.8M cash

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. reported that it entered into an underwriting agreement to sell 27,362,210 shares of Centuri Holdings, Inc. common stock that it held. The shares were sold to J.P. Morgan Securities LLC at a price to the public of $19.60 per share under Centuri’s effective shelf registration statement.

The transaction closed on September 5, 2025, and Southwest Gas sold all 27,362,210 Centuri shares, so it no longer owns any Centuri stock. As a result, it no longer has governance rights under the prior separation agreement, including the ability to nominate Centuri directors or exercise remaining consent rights over certain corporate actions.

Southwest Gas received net proceeds of approximately $524.8 million from the sale after underwriting discounts and commissions, while Centuri did not receive any proceeds from this transaction.

Insights

Equity & Corporate Actions Analyst

Southwest Gas monetizes its entire Centuri stake for about $524.8M and relinquishes related governance rights.

Southwest Gas Holdings, Inc. sold 27,362,210 shares of Centuri Holdings, Inc. common stock that it previously owned, at a price to the public of $19.60 per share. The sale was executed through an underwriting agreement with J.P. Morgan Securities LLC and used Centuri’s effective shelf registration on Form S-3, meaning the shares were placed into the public market through the underwriter.

The transaction closed on September 5, 2025, at which point Southwest Gas no longer owned any Centuri shares. This also ended governance rights under the April 11, 2024 separation agreement, including nominating directors and certain consent rights over Centuri corporate actions. Strategically, this moves Southwest Gas from a controlling or influential shareholder to no longer having ownership or governance involvement in Centuri.

Southwest Gas received net cash proceeds of approximately $524.8 million after underwriting discounts and commissions, while Centuri itself received no proceeds. Future disclosures in company filings may explain how Southwest Gas deploys this cash and how the loss of Centuri-related governance affects its overall business positioning.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

false 0001692115 0001692115 2025-09-03 2025-09-03

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) September 3, 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 8.01 Other Events

On September 3, 2025, Southwest Gas Holdings, Inc. (the “Company”) entered into an underwriting agreement with J.P. Morgan Securities LLC (the “Underwriter”) and Centuri Holdings, Inc. (“Centuri”), pursuant to which the Company agreed to sell 27,362,210 shares (the “Shares”) of its holdings of common stock of Centuri, par value $0.01 per share (“Centuri Common Stock”), to the Underwriter (the “Offering”). The price to the public in the Offering was $19.60 per share. The Offering was made under a prospectus supplement specifically relating to the Offering dated September 3, 2025 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).

On September 5, 2025 (the “Closing Date”), the Offering closed, pursuant to which the Company sold a total of 27,362,210 shares of Centuri Common Stock. As of the Closing Date, the Company no longer owns any shares of Centuri Common Stock. Accordingly, the Company no longer has governance rights afforded to it under that certain Separation Agreement, dated as of April 11, 2024, by and between the Company and Centuri, including the right to nominate any of Centuri’s directors and any remaining consent rights over certain of Centuri’s corporate actions. The Company received net proceeds of approximately $524.8 million in respect of the sale of the Shares, after deducting the Underwriter’s discount and commissions. Centuri did not receive any of the proceeds from the sale of the Shares by the Company.

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

FAQ

What transaction did Southwest Gas Holdings (SWX) report involving Centuri?

Southwest Gas Holdings, Inc. reported that it entered into an underwriting agreement to sell 27,362,210 shares of its holdings of Centuri Holdings, Inc. common stock to J.P. Morgan Securities LLC.

At what price were the Centuri shares sold by Southwest Gas Holdings (SWX)?

The price to the public in the offering of Centuri Holdings, Inc. common stock was $19.60 per share.

How much cash did Southwest Gas Holdings (SWX) receive from the Centuri share sale?

Southwest Gas Holdings, Inc. received net proceeds of approximately $524.8 million from the sale of the 27,362,210 Centuri shares, after deducting the underwriter’s discount and commissions.

Does Southwest Gas Holdings (SWX) still own any Centuri Holdings shares after this deal?

No. As of the September 5, 2025 closing date, Southwest Gas Holdings, Inc. no longer owns any shares of Centuri Holdings, Inc. common stock.

What governance rights did Southwest Gas Holdings (SWX) lose in Centuri after the sale?

Because it no longer owns Centuri shares, Southwest Gas Holdings, Inc. no longer has governance rights under the April 11, 2024 separation agreement, including the right to nominate Centuri directors and remaining consent rights over certain Centuri corporate actions.

Did Centuri Holdings receive any proceeds from Southwest Gas Holdings’ share sale?

No. Centuri Holdings, Inc. did not receive any of the proceeds from the sale; the approximately $524.8 million in net proceeds went to Southwest Gas Holdings, Inc.