Longtime Southwest Gas (SWX) director Anne Mariucci to retire after 2026 meeting

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. reported that longtime director Anne L. Mariucci has informed the company she will not stand for re-election at the 2026 Annual Meeting of Stockholders and will retire from the Board at the conclusion of that meeting.

Ms. Mariucci has served on the Board for nearly 20 years, including as Chair of the Strategic Transactions Committee. Both the company and Ms. Mariucci state there are no disagreements regarding the company’s operations, policies, practices, accounting, or related matters, and her notice describes the company as being in a strong position with exciting opportunities ahead.

8-K Event Classification

2 items: 5.02, 7.01

2 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Understanding 8-K Material Events →

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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) February 6, 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		89193-8510
(Address of principal executive offices)		(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2026, Anne L. Mariucci notified Southwest Gas Holdings, Inc. (the “Company”) that she will not stand for re-election to the Company’s Board of Directors (the “Board”) at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and that she will retire from the Board at the conclusion of the 2026 Annual Meeting. The Company is extremely grateful to Ms. Mariucci for her nearly 20 years of service on the Board, including her leadership as Chair of the Strategic Transactions Committee. There are no disagreements between the Company and Ms. Mariucci with respect to any matter relating to the Company’s operations, policies or practices that resulted in Ms. Mariucci’s decision not to stand for re-election and to retire from the Board at the conclusion of the 2026 Annual Meeting.

Item 7.01 Regulation FD Disclosure.

On February 6, 2026, Ms. Mariucci delivered the following notice to the Company: “I am retiring from the Board, effective with the 2026 Annual Meeting and will not stand for election at the 2026 Annual Meeting. The Company is in a strong position, with exciting opportunities ahead. I have no disagreements with the Company and/or its accounting or practices.”

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.
February 11, 2026						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

FAQ

What did Southwest Gas Holdings (SWX) announce about its Board of Directors?

Southwest Gas Holdings announced that director Anne L. Mariucci will retire from its Board at the conclusion of the 2026 Annual Meeting of Stockholders. She has chosen not to stand for re-election, ending nearly 20 years of Board service with the company.

When will Anne L. Mariucci retire from the Southwest Gas (SWX) Board?

Anne L. Mariucci will retire from the Southwest Gas Holdings Board at the conclusion of the 2026 Annual Meeting of Stockholders. Until then, she continues serving as a director, including in her role related to strategic transactions oversight.

Did Anne L. Mariucci cite any disagreements with Southwest Gas (SWX)?

No, the filing states there are no disagreements between Anne L. Mariucci and Southwest Gas regarding operations, policies, practices, or accounting. Her accompanying statement also affirms she has no disagreements with the company or its accounting or practices.

How long has Anne L. Mariucci served on the Southwest Gas Holdings (SWX) Board?

Anne L. Mariucci has served on the Southwest Gas Holdings Board for nearly 20 years. During this tenure, she provided leadership as Chair of the Strategic Transactions Committee, reflecting a long period of involvement in the company’s strategic oversight.

What did Anne L. Mariucci say about Southwest Gas’s current position?

In her notice, Anne L. Mariucci stated that the company is in a strong position with exciting opportunities ahead. She coupled this positive assessment with confirmation that she has no disagreements with the company or its accounting or practices.

Which committee did Anne L. Mariucci lead at Southwest Gas (SWX)?

Anne L. Mariucci served as Chair of the company’s Strategic Transactions Committee. The filing highlights this leadership role while noting the company’s gratitude for her nearly two decades of Board service as she prepares to retire at the 2026 Annual Meeting.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
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