Southwest Gas (SWX) Form 4: CEO PSUs Vest and Partial Share Sale

Rhea-AI Filing Summary

Karen S. Haller, President and CEO of Southwest Gas Holdings, Inc. (SWX), reported changes in her beneficial ownership on a Form 4. On 09/05/2025 she received 42,157.038 shares at no cost representing settled performance stock units delivered after satisfaction of a performance goal, increasing her reported holdings to 170,405.6678 shares. On the same date she disposed of 16,588.794 shares at $78.60 per share, leaving 153,816.8738 shares directly beneficially owned. The filing also discloses indirect holdings of 2,419.9469 shares in a 401(k) and 996 shares held by her spouse. The Form 4 was signed by a POA on 09/09/2025.

Positive

• Vested performance stock units delivered (42,157.038 shares) indicating achievement of a performance goal
• Substantial remaining direct ownership after transactions (153,816.8738 shares), maintaining significant CEO alignment with shareholders
• Complete Section 16 disclosure including POA signature and transaction dates

Negative

• Insider sale of 16,588.794 shares at $78.60, which may be viewed negatively by some investors
• No proceeds amount explicitly stated in the filing (must be calculated from shares × price)

Insights

Corporate Governance Expert

TL;DR: CEO received vested performance stock units and executed a contemporaneous sale, reflecting routine compensation settlement and partial divestiture.

The reporting shows settlement of performance-based equity and a sale on the same date. The delivered 42,157.038 shares were the result of satisfying a performance goal, indicating an earned equity payout under the company's incentive plan. The concurrent sale of 16,588.794 shares at $78.60 reduces direct holdings but leaves substantial remaining ownership. This pattern is consistent with executives realizing compensation while retaining a majority of post-settlement shares. All details reported are specific and complete in the Form 4.

Securities Analyst

TL;DR: Material share movement occurred but is neutral overall—vesting increased ownership while a partial sale generated proceeds.

The filing quantifies both an equity grant settlement (42,157.038 shares at $0) and a sale (16,588.794 shares at $78.60). Net direct ownership after transactions is 153,816.8738 shares, with additional indirect holdings noted. The data are precise and allow investors to calculate proceeds from the sale (16,588.794 × $78.60) and the post-transaction ownership stake. There are no amendments or other derivative transactions reported. The disclosure is clear and timely per Section 16 requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Haller Karen S

(Last) (First) (Middle)

8360 S. DURANGO DR.

(Street)

LAS VEGAS NV 89113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Southwest Gas Holdings, Inc. [ SWX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		A		42,157.038(1)	A	$0	170,405.6678	D
Common Stock	09/05/2025		F		16,588.794	D	$78.6	153,816.8738	D
Common Stock								2,419.9469	I	By 401(k)
Common Stock								996	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Settled Performance Stock Units delivered to the reporting person as a result of satisfaction of the performance goal for the final vesting condition of the award.

Remarks:

	Catherine M. Mazzeo, POA	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Karen S. Haller report on the Form 4 for SWX?

On 09/05/2025 she reported receipt of 42,157.038 shares as settled performance stock units and a sale of 16,588.794 shares at $78.60 per share.

How many shares does Karen Haller beneficially own after the reported transactions?

The filing reports 153,816.8738 shares directly beneficially owned following the transactions, plus indirect holdings of 2,419.9469 (401(k)) and 996 (spouse).

Why were the 42,157.038 shares delivered to Karen Haller?

The filing states they were settled performance stock units delivered as a result of satisfying the performance goal for the final vesting condition.

When was the Form 4 signed and filed for these transactions?

The Form 4 shows a POA signature by Catherine M. Mazzeo dated 09/09/2025.

What price did Karen Haller receive for the shares she sold?

The shares sold (16,588.794) were reported at a price of $78.60 per share.