Southwest Gas (NYSE: SWX) ends Icahn cooperation deal but keeps directors

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8-K Event Classification

What did Southwest Gas Holdings (SWX) announce in this 8-K?

Does the termination of the Icahn Cooperation Agreement affect Southwest Gas (SWX) board members?

Who are the directors tied to the former Icahn Cooperation Agreement at Southwest Gas (SWX)?

When was the Southwest Gas–Icahn Cooperation Agreement originally signed and when was it terminated?

Will Southwest Gas (SWX) renominate the Icahn-backed directors after ending the agreement?

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(Moderate)

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(Neutral)

Form Type

8-K

Southwest Gas Holdings, Inc. reported that on February 11, 2026 it and Carl C. Icahn and related entities mutually agreed to terminate their Amended and Restated Cooperation Agreement dated October 14, 2025. All rights and obligations under that agreement have ended.

The three directors originally nominated under the cooperation arrangement — Andrew W. Evans, Henry P. Linginfelter and Ruby Sharma — will continue to serve on the board. Subject to its standard evaluation process for director candidates, the Company expects to renominate each of them for reelection at the 2026 annual meeting of stockholders.

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Understanding 8-K Material Events →

02/12/2026 - 06:05 AM

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) February 11, 2026

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 1.02

Termination of a Material Definitive Agreement.

On February 11, 2026, Southwest Gas Holdings, Inc. (the “Company”) and Carl C. Icahn and the persons and entities listed in the Cooperation Agreement (as defined below) (collectively, the “Icahn Group” and together with the Company, the “Parties”) mutually agreed to terminate that certain Amended and Restated Cooperation Agreement, dated as of October 14, 2025, by and between the Parties (the “Cooperation Agreement”). As a result of such termination, all rights and obligations of the Parties thereunder were terminated, and the Cooperation Agreement is of no further force or effect. Notwithstanding the termination of the Cooperation Agreement, Andrew W. Evans, Henry P. Linginfelter and Ruby Sharma, each of whom was nominated as a director pursuant to the terms of the Cooperation Agreement, will remain on the Company’s board of directors, and, subject to the Company’s standard evaluation process of director candidates, the Company expects to renominate each of them for reelection at the Company’s 2026 annual meeting of stockholders.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which was previously filed by the Company with the U.S. Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated October 14, 2025 and is incorporated by reference herein.

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.

Source: View Original Filing on SEC EDGAR

Southwest Gas Holdings announced that it mutually agreed with Carl Icahn’s group to terminate their Amended and Restated Cooperation Agreement. All rights and obligations under that October 14, 2025 agreement have ended, returning the relationship to a standard, non-contractual basis.

The termination does not remove any directors. The three directors originally nominated under the cooperation agreement remain on the board, and the company expects to renominate them for reelection at the 2026 annual meeting, subject to its normal evaluation process.

The directors originally nominated through the cooperation agreement are Andrew W. Evans, Henry P. Linginfelter, and Ruby Sharma. They continue to serve on the board and are expected to be renominated for reelection at the 2026 annual stockholders’ meeting.

The Amended and Restated Cooperation Agreement between Southwest Gas and the Icahn group was dated October 14, 2025. The parties mutually agreed to terminate the agreement effective February 11, 2026, ending all associated rights and obligations.

Yes. Southwest Gas states it expects to renominate Andrew W. Evans, Henry P. Linginfelter, and Ruby Sharma for reelection at the 2026 annual meeting, subject to its standard director candidate evaluation process that applies to all potential nominees.

SOUTHWEST GAS HOLDINGS, INC.

February 12, 2026

/s/ Catherine M. Mazzeo

Catherine M. Mazzeo

Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

3 documents