Every 8-K that Southwest Gas Holdings, Inc. (SWX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SWX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SWX filings page.
Southwest Gas Holdings reported stronger profitability for the quarter and six months ended June 30, 2026, while reaffirming full-year 2026 guidance. Net income from continuing operations was $42.1 million for the quarter and $180.5 million year-to-date, compared with a small loss and lower profit, respectively, in 2025. Adjusted diluted earnings per share from continuing operations were $0.45 in the quarter versus $0.37 a year earlier, and $2.49 for the first six months versus $2.23. Consolidated operating revenues were $358.2 million for the quarter and $943.3 million year-to-date, below 2025 levels, but operating margin and corporate results improved.
The natural gas distribution segment delivered a 12‑month utility return on equity of 8.1% (8.0% adjusted). The company highlighted constructive regulatory outcomes, including a California rate decision providing about $40 million of incremental annual revenue and recognizing roughly $9.7 million of previously deferred revenue in the quarter. Liquidity remained solid with $270.5 million of cash and nearly $1.0 billion of available liquidity.
Southwest Gas emphasized growth from the Great Basin 2028 Expansion Project, where binding precedent agreements now total about 1 Bcf per day of contracted demand. Based on current assumptions, the project is expected to require approximately $2.3 billion of capital and could generate annual incremental margin of $270–$300 million once in service. Long-term guidance includes 2026 EPS from continuing operations of $4.17–$4.32, 2026 capital expenditures of about $1.25 billion, and 2026–2030 adjusted EPS and rate base CAGRs of 12–14% and 9.5–11.5%, respectively.
Southwest Gas Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 7, 2026. Holders of approximately 64,890,029 common shares were represented in person or by proxy.
Stockholders elected 11 directors, with each nominee receiving over 60,974,923 votes "for" and relatively few "withhold" votes. They also approved, on a non-binding advisory basis, the Company’s executive compensation with 60,023,164 votes in favor versus 1,391,423 against and 123,355 abstentions.
In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026, with 63,689,643 votes "for," 1,130,062 "against," and 70,323 abstentions. Routine broker non-votes were recorded on the director and compensation proposals.
Southwest Gas Holdings reported higher first-quarter 2026 earnings from continuing operations while reaffirming its outlook. Net income from continuing operations was $138.4 million, up from $134.3 million a year earlier, and diluted earnings per share from continuing operations rose to $1.91 from $1.86, a 2.7% increase. Total net income, including prior-year discontinued operations, increased to $138.4 million from $113.9 million, even as consolidated operating revenues were $585.1 million versus $746.4 million in 2025.
The utility segment delivered a twelve‑month return on equity of 8.5% and adjusted ROE of 8.0%. The company filed general rate cases seeking roughly $101 million of additional revenue in Arizona and $71 million in Nevada to support past investments, with new rates expected in late 2026 and 2027. Great Basin’s 2028 expansion open season was significantly oversubscribed, with about 2.5 Bcf per day of expressions of interest versus a current design of up to 1.0 Bcf per day.
Southwest Gas invested $186.3 million in capital expenditures during the quarter, reported utility operating margin of $477.0 million, and ended March 31, 2026 with $484.8 million of cash and nearly $1.2 billion in available liquidity. The quarterly dividend was increased to $0.645 per share, a 4% raise over 2025. Management affirmed 2026 earnings per share guidance from continuing operations of $4.17–$4.32, along with a 2026 capital expenditure plan of about $1.25 billion and 2026–2030 targets for 12–14% adjusted EPS CAGR and 9.5–11.5% rate base CAGR.
Southwest Gas Holdings, Inc. announced a planned leadership transition. Karen S. Haller will resign as President, Chief Executive Officer and director of the holding company and as Chief Executive Officer and director of Southwest Gas Corporation, effective in early May 2026, and will remain as an employee-advisor through December 31, 2026.
Haller will receive a monthly salary of $95,000 during her advisory period, and her existing equity and cash incentive awards will continue to vest. The company states her decision was not due to any disagreement regarding operations, policies or practices.
Justin Lee Brown has been appointed to become President and Chief Executive Officer of the holding company and Chief Executive Officer of Southwest Gas Corporation as of the same effective date. His compensation includes a $900,000 base salary, an annual target cash incentive equal to 110% of salary, and a one-time performance stock unit award targeted at $3.1 million, along with a target long-term equity incentive opportunity equal to 330% of salary beginning in 2027.
Southwest Gas Holdings reported stronger 2025 results, driven by its regulated natural gas utility and the completed separation of Centuri. Net income from continuing operations rose to $234.8 million, while adjusted earnings from continuing operations increased to $263.7 million, or $3.65 per diluted share, up from $3.07.
Total net income reached $439.8 million, helped by a $343.1 million gain on the Centuri deconsolidation and sale, with about $1.35 billion of net proceeds used in part to repay a $550 million term loan and revolving credit borrowings. The natural gas distribution segment delivered adjusted ROE of 8.3%, operating margin of $1.44 billion, and about $855 million of 2025 capital spending.
The board approved a 4% increase in the quarterly dividend to $0.645 per share starting in the second quarter of 2026, or $2.58 annually. Management introduced 2026 EPS guidance of $4.17–$4.32 from continuing operations and a 12–14% EPS CAGR target through 2030, supported by planned $6.3 billion of 2026–2030 capital expenditures and the potential $1.7 billion Great Basin 2028 expansion.
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.
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.
Southwest Gas Holdings is restating certain 2025 quarterly results after finding errors in how it estimated deferred state income tax liabilities following Centuri stock sales and tax deconsolidation. The Audit Committee determined that the unaudited condensed consolidated financial statements for the quarters and year-to-date periods ended June 30 and September 30, 2025 should no longer be relied upon.
The errors understated income tax expense and net deferred income tax liabilities by about $27 million for the June 30, 2025 periods and an additional $8 million for the September 30, 2025 periods, reducing GAAP net income and increasing reported losses. Revenue, operating margin and cash flows for these periods are unchanged, and the company reaffirms its 2025 net income guidance and 2025–2029 CAGR targets.
Restated interim figures will be included in the 2025 Form 10‑K and future filings, and prior earnings releases and presentations covering these periods should not be relied upon. Southwest Gas expects to report ineffective disclosure controls and procedures and a material weakness in internal control over financial reporting for the affected 2025 interim periods and the year ended December 31, 2025.
Southwest Gas Holdings, Inc. reported that Andrew Teno resigned from its Board of Directors effective December 31, 2025. The company stated that his resignation was not due to any disagreement regarding its financial statements, operations, policies, or practices. Teno, an Icahn Group designee under an October 14, 2025 cooperation agreement, cited other time commitments and referenced the company’s Great Basin expansion, path to improved return on equity, and balance sheet in his notice.
Under the cooperation agreement, the Icahn Group may designate four, three, two, or no directors depending on its beneficial ownership of specified share thresholds. The Icahn Group has indicated it does not currently intend to appoint a replacement designee, and the Board plans to reduce its size from 11 to 10 members. Ruby Sharma is expected to join the Strategic Transactions Committee in Teno’s place, while his Compensation Committee seat will not be filled at this time.
Southwest Gas Holdings, Inc. announced two corporate developments. The company entered into a Registration Rights Agreement with the Icahn Group under an existing cooperation agreement, granting the Icahn Group customary shelf, underwritten offering and piggy-back registration rights. Concurrently, it is filing a resale prospectus supplement to register the resale of shares of common stock held by certain selling stockholders pursuant to that agreement, and the company will not receive proceeds from these sales.
The company and Southwest Gas Corporation also appointed Justin S. Forsberg as Senior Vice President/Chief Financial Officer effective December 1, 2025. Forsberg, a CPA with prior senior roles at IDACORP and Idaho Power, will receive a $500,000 annual salary and be eligible for incentive and equity awards, with change in control and indemnification arrangements aligned with other executive officers.
Southwest Gas Holdings (SWX) announced a CFO transition. Robert J. Stefani will no longer serve as Senior Vice President/Chief Financial Officer of Southwest Gas Holdings and Southwest Gas Corporation, effective December 1, 2025 or an earlier employment end date. The company stated his departure is not due to any disagreement with auditors, management, accounting principles, financial statement disclosure, or internal controls.
Under a Transition, Separation and General Release Agreement effective November 8, 2025, Mr. Stefani will continue in his role until the Separation Date and receive cash payments totaling $1,568,400. The vesting of his performance-based restricted stock units will be prorated through December 1, 2025. Receipt of the separation consideration is conditioned on signing and not revoking a Certificate of Reaffirmation, ongoing compliance, and continued service through the Separation Date; if the company terminates him before then for reasons other than Cause, he remains entitled to the consideration. The board has begun an internal and external search for his successor.
Southwest Gas Holdings, Inc. furnished an update on operating performance, announcing the release of summary financial information for the quarter and nine months ended September 30, 2025. The materials were provided to the public and investment community on November 5, 2025.
The press release and summary financial information are included as Exhibit 99 and were furnished under Item 2.02, rather than filed, with the Securities and Exchange Commission.
Southwest Gas Holdings entered into an Amended and Restated Cooperation Agreement with the Icahn Group. The Company will nominate four Icahn Designees — Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno — for election at the 2026 annual meeting of stockholders.
The agreement keeps standstill restrictions in place until the later of the conclusion of the 2026 Annual Meeting or the earlier of when Andrew J. Teno (or a replacement) is no longer on the Board, or 30 days before the advance notice deadline for the 2027 meeting. It will terminate automatically if the Board re‑appoints any former pre‑2022 director without approval of a majority of the Icahn Designees. The record date for the 2026 meeting will be set within 30 days of March 3, 2026. Other material terms of the prior agreement remain unchanged.
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.
Southwest Gas Holdings, Inc. filed an amended current report to update earlier disclosures about its reduced ownership in Centuri Holdings, Inc. and the related accounting change. The company previously reported that, as of August 11, 2025, it owned approximately 30.9% of the total outstanding shares of Centuri common stock after selling 17,250,000 shares in an underwritten public offering and 1,573,500 shares in a concurrent private placement. As a result of these transactions, Southwest Gas determined it no longer has a controlling financial interest in Centuri and decided to deconsolidate Centuri’s financial statements from its own. This amendment adds unaudited pro forma condensed consolidated financial information, including a balance sheet as of June 30, 2025 and statements of operations for specified periods, to show how Southwest Gas’s results would look as if the deconsolidation had occurred earlier. No other changes were made to the original report.
Southwest Gas Holdings, Inc. sold 17,250,000 shares of Centuri Holdings common stock at an offering price of $19.50 per share, receiving approximately $325 million net from the underwritten offering and approximately $31 million net from a concurrent private placement, or about $356 million in aggregate proceeds. After the closings, the company owns 27,362,210 Centuri shares, representing approximately 30.9% of Centuri's outstanding common stock, and no longer has a controlling financial interest in Centuri. As a result, Southwest Gas will deconsolidate Centuri, present Centuri's historical results as discontinued operations and account for its remaining interest using the equity method. The company intends to use the proceeds to repay outstanding indebtedness and for general corporate purposes.
Southwest Gas Holdings, Inc. (NYSE: SWX) has monetised part of its majority stake in its infrastructure-services subsidiary, Centuri Holdings, Inc., through a public secondary offering and a concurrent private placement disclosed in this Form 8-K.
Underwritten offering: On 18 June 2025 the company closed the sale of 11,212,500 Centuri shares (including the underwriters’ full over-allotment) at $20.75 per share. Net cash to Southwest Gas was ≈ $225 million after underwriting discounts and commissions. Centuri did not receive proceeds because all shares were sold by the parent.
Post-transaction ownership: Southwest Gas now holds 47,245,950 Centuri shares (≈ 53.3% of outstanding). If a separate private placement closes, ownership will fall modestly to ≈ 52.1%, preserving majority control.
Concurrent private placement: On 13 June 2025 the company signed a Stock Purchase Agreement with Icahn Partners LP and Icahn Partners Master Fund LP to sell an additional 1,060,240 Centuri shares at the same $20.75 price, yielding expected net proceeds of ≈ $22 million. Closing is contingent on Hart-Scott-Rodino clearance and must occur by 9 July 2025 or the agreement terminates.
Use of proceeds: Management states all cash raised (up to ≈ $247 million combined) will be applied to repay outstanding indebtedness, improving the parent company’s leverage profile.
Lock-up provisions: Centuri, its directors/officers, Southwest Gas and the Icahn Investors have agreed not to sell additional Centuri stock for 45 days following the prospectus supplement, limiting near-term share supply.
Documentation: The 8-K files the Underwriting Agreement (Ex. 10.1) and Stock Purchase Agreement (Ex. 10.2), which contain customary representations, warranties, covenants and indemnities.
Strategic context: The transactions convert a minority portion of Centuri equity into cash while leaving Southwest Gas with majority voting control. Proceeds earmarked for debt reduction may lower interest expense and strengthen the balance sheet, though investors should weigh the reduced economic participation in Centuri’s future growth.