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

Rhea-AI Filing Summary

Qualcomm Inc. (QCOM) Form 144 filing discloses that an insider, Akash Palkhiwala, has notified the SEC of an intent to sell 3,333 common shares on or about 07/02/2025 through Goldman Sachs & Co. LLC. The shares have an estimated aggregate market value of $541,012.56, representing roughly 0.0003% of the company’s 1.098 billion outstanding shares.

The filing also details recent activity: over the past three months the same insider sold 9,999 shares across six transactions, generating ~$1.40 million in gross proceeds at prices consistent with market levels. All shares referenced were originally acquired on 09/23/2021 as restricted stock awards granted by the issuer and are being liquidated under Rule 144.

No additional financial metrics, corporate developments or 10b5-1 plan details are provided. Because the contemplated sale is immaterial relative to total shares outstanding and involves previously disclosed compensation stock, the filing is regarded as a routine insider-selling notice rather than a signal of fundamental change at Qualcomm.

Positive

• None.

Negative

• Continued insider selling: planned sale of 3,333 shares follows 9,999 shares already sold in the prior three months, which some investors may perceive as a mild bearish sentiment indicator.

Insights

Securities Analyst

TL;DR: Small-scale insider sale (3,333 shares, $541k) is routine and unlikely to affect QCOM valuation.

Analysis: The Form 144 indicates an additional 3,333-share liquidation by Akash Palkhiwala following 9,999 shares sold in the last quarter. Combined, the 13,332 shares represent just 0.0012% of shares outstanding, far below any dilution or supply-shock threshold. No adverse information is asserted, and the shares stem from 2021 compensation awards. The use of a major broker (Goldman Sachs) and the standard Rule 144 path imply ordinary portfolio diversification, not a bearish signal. From a price-sensitivity standpoint, daily QCOM volume averages several million shares, so market impact is negligible. Investors may monitor cumulative insider trends, but this individual filing is not material.

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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) June 27, 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

Las Vegas, Nevada

(Address of principal executive offices)

89113

(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.

Second Amended and Restated Term Loan Agreement

On June 27, 2025, Southwest Gas Holdings, Inc. (the “Company”) entered into a Second Amended and Restated Term Loan Credit Agreement (the “Amended Term Loan Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. as Syndication Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities, LLC and U.S. Bank National Association as Joint Lead Arrangers and Joint Bookrunners and Wells Fargo Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents. The Amended Term Loan Agreement amends and restates that certain Amended and Restated Term Loan Credit Agreement, dated as of August 1, 2024, by and among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.

The Amended Term Loan Agreement, among other things, extends the maturity date of the term loan to June 26, 2026 and excludes Centuri Holdings, Inc. and its subsidiaries from certain material representations, covenants and events of default under the Amended Term Loan Agreement. The Company also prepaid a portion of indebtedness under the Amended Term Loan Agreement as a part of the closing, and the total value of the lenders’ commitments was decreased from $550 million to $225 million.

The foregoing description of the Amended Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Term Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Revolving Credit Agreement

On June 27, 2025, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Swingline Lender, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents, U.S. Bank National Association, MUFG Bank, Ltd., The Toronto-Dominion Bank, New York Branch, Keybank National Association and Mizuho Bank, Ltd. as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners. The revolving borrowing capacity under the Revolving Credit Agreement is $300 million, and as of July 1, 2025, $35 million in aggregate principal amount was outstanding under the Revolving Credit Agreement. The Revolving Credit Agreement matures on August 1, 2029, and replaces the Company’s existing $300 million revolving credit facility with The Bank of New York Mellon as Administrative Agent, which was otherwise scheduled to expire on December 28, 2026.

Interest rates for the revolving credit facility are calculated at either the adjusted term secured overnight financing rate (“SOFR”) or the “alternate base rate,” (each as defined in the Revolving Credit Agreement) plus in each case an applicable margin that is determined based on the Company’s senior unsecured long-term debt rating. The applicable margin ranges from 0.750% to 1.500% for loans bearing interest with reference to adjusted term SOFR and from 0.000% to 0.500% for loans bearing interest with reference to the alternate base rate. The Company has a one-week interest period option with an interest rate equal to Daily Simple SOFR (as defined in the Revolving Credit Agreement) plus 0.03839% plus the applicable margin. The Company is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.200%. The Revolving Credit Agreement contains a swingline loan sub-facility.

The Revolving Credit Agreement contains certain representations and warranties and affirmative and negative covenants similar to those contained in the Amended Term Loan Agreement. Centuri Holdings, Inc. and its subsidiaries are also excluded from certain material representations, covenants and events of default under the Revolving Credit Agreement.

The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*+		Second Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2025, by and among Southwest Gas Holdings, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Securities, LLC and U.S. Bank National Association as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A. as Syndication Agent, and Wells Fargo Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents.
10.2*+		Revolving Credit Agreement, dated as of June 27, 2025, by and among Southwest Gas Holdings, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Swingline Lender, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents, U.S. Bank National Association, MUFG Bank, Ltd., The Toronto-Dominion Bank, New York Branch, Keybank National Association and Mizuho Bank, Ltd. as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners.
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).

+ 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.

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.
July 2, 2025						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

FAQ

How many QCOM shares are being sold under this Form 144?

The notice covers 3,333 common shares of Qualcomm Inc.

What is the approximate market value of the shares to be sold?

The filing lists an aggregate market value of $541,012.56.

When is the proposed sale date for the QCOM shares?

The insider indicates an approximate sale date of 07/02/2025.

How many shares has the same insider sold in the last three months?

The insider sold 9,999 shares between April and June 2025, generating about $1.4 million in gross proceeds.

What percentage of Qualcomm’s outstanding shares does the new sale represent?

The 3,333 shares equal roughly 0.0003% of the 1.098 billion shares outstanding.

Does the filing mention a Rule 10b5-1 trading plan?

No. The form leaves the 10b5-1 plan adoption date blank, so reliance on such a plan is not disclosed.