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

Rhea-AI Filing Summary

Silexion Therapeutics Corp (SLXN) has filed an amended Form 8-K to clarify timing details surrounding its Nasdaq listing status.

The Nasdaq hearings panel has granted the company continued listing but will transfer the ordinary shares and warrants from the Nasdaq Global Market to the Nasdaq Capital Market as soon as practicable. While the original filing stated the move could occur on 8 July 2025, the amendment notes the exact date remains uncertain.

Silexion also warns it may become non-compliant with Nasdaq Listing Rule 5550(a)(2) (minimum $1.00 bid price) if its shares close below that threshold for 30 straight trading days. Management intends to cure any deficiency through a 1-for-15 reverse share split, subject to shareholder approval at the reconvened AGM on 14 July 2025. After approval, a mandatory 10-day Nasdaq notice period would push the split to roughly 25 July 2025, with compliance only achieved after the stock trades above $1.00 for 10 consecutive days—placing the earliest compliance window in early-to-mid August 2025.

The company cautions that there is no assurance shareholders will approve the split or that the post-split price will meet Nasdaq requirements, leaving a continued risk of delisting.

Positive

• Nasdaq hearings panel allowed continued listing, giving SLXN time to address deficiencies.
• Clear, time-bound compliance plan (1-for-15 reverse split followed by 10-day trading window) provides visibility to investors.

Negative

• Downgrade from Nasdaq Global Market to Nasdaq Capital Market signals higher risk and lower listing standards.
• Potential bid-price deficiency remains unresolved; success depends on shareholder approval and post-split market performance.
• Reverse split ratio of 1-for-15 could reduce liquidity and negatively impact existing shareholders.

Insights

Sell-Side Financial Analyst

TL;DR: Listing preserved but downgraded; compliance hinges on reverse split and share performance.

The hearing outcome averts immediate delisting, preserving access to U.S. capital markets, yet the move to the Nasdaq Capital Market signals elevated risk. A 1-for-15 reverse split typically reduces float and may improve bid price optics but does not address underlying valuation drivers; sustained post-split trading above $1 is uncertain without catalysts. Investors should watch the 14 July AGM vote and volume/liquidity after the anticipated 25 July split. Given the absence of financial metrics or operational updates, I view the disclosure as neutral for valuation but highlighting near-term technical overhang.

Corporate Governance & Listing Compliance Expert

TL;DR: Downgrade to Capital Market and reliance on shareholder-approved split heighten governance and compliance risk.

Transferring to the Nasdaq Capital Market reduces minimum listing standards, reflecting the company’s weakened compliance profile. The reliance on a reverse split approved by shareholders within six days is tight; failure would likely trigger a definitive delisting path. Even if approved, the market must accept the higher per-share price for 10 sessions—no guarantee in a micro-cap biotech with limited liquidity. Therefore, I classify the situation as carrying a negative governance signal, though not yet terminal.

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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) July 8, 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 8.01 Other Events.

On July 8, 2025, Southwest Gas Holdings, Inc. (the “Company”) closed the previously announced sale of an aggregate of 1,060,240 shares of its holdings of common stock of Centuri Holdings, Inc. (“Centuri”), par value $0.01 per share (the “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 $20.75 per share, pursuant to that certain Common Stock Purchase Agreement, dated June 13, 2025, by and among the Company and the Icahn Investors. The Centuri Common Stock was offered and sold in a transaction exempt from registration (the “Private Placement”). The net proceeds to the Company from the Private Placement were approximately $22 million. Centuri did not receive any of the proceeds from the Private Placement by the Company.

As of the closing of the Private Placement, the Company owns 46,185,710 shares of Centuri Common Stock, or approximately 52.1% of the total outstanding shares of Centuri Common Stock. For additional information regarding the Private Placement, see the Current Report on Form 8-K previously filed by the Company on June 18, 2025.

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 8, 2025				/s/ Catherine M. Mazzeo
				Catherine M. Mazzeo
				Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

FAQ

Why is Silexion Therapeutics (SLXN) moving to the Nasdaq Capital Market?

The hearings panel granted continued listing but required a transfer to the Capital Market due to compliance concerns.

When will the 1-for-15 reverse stock split for SLXN occur?

If shareholders approve on 14 July 2025, the split could be effected after a 10-day notice period, around 25 July 2025.

How will SLXN regain compliance with the $1.00 minimum bid rule?

Post-split, the stock must close above $1.00 for 10 consecutive trading days, likely in early-to-mid August 2025.

What happens if SLXN shareholders reject the reverse split proposal?

Failure to approve would leave the company without a clear path to cure the bid-price deficiency, increasing delisting risk.

Does the amendment affect any other information from the original 8-K?

No. It solely updates timing for the market transfer and potential bid-price compliance schedule.