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Icahn-Affiliated Entities Dispose 1.5M Southwest Gas Shares; Retain Over 6M

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Carl C. Icahn and affiliated entities reported the sale of 1,500,000 shares of Southwest Gas Holdings, Inc. (SWX) on 09/25/2025 at a price of $77.91 per share. The Form 4 is filed on behalf of Mr. Icahn, Icahn Partners LP and Icahn Partners Master Fund LP, each listed as a director and a 10% owner. The filing states the shares were sold to a market maker pursuant to Section 144(f)(1)(ii) of the Securities Act. After the transactions, the Reporting Persons collectively are shown as beneficially owning 6,032,604 shares indirectly, with Icahn Partners directly owning 3,419,167 shares and Icahn Master directly owning 2,613,437 shares.

Positive

  • Reporting transparency: The Form 4 clearly discloses the sale, ownership chain, and legal basis for the market-maker sale under Section 144(f)(1)(ii).
  • Substantial retained stake: After the sale the Reporting Persons continue to beneficially own 6,032,604 shares, preserving significant economic and voting interest.

Negative

  • Material sale size: A disposition of 1,500,000 shares was executed, which represents a meaningful reduction in the Reporting Persons' holdings.
  • Potential liquidity signal: The insider sale to a market maker may be interpreted by some investors as insider liquidity-taking.

Insights

Significant insider sale but substantial retained stake remains, limiting immediate governance change.

The reported disposition of 1.5 million shares at $77.91 is a material insider sale by a prominent shareholder group. The use of Section 144(f)(1)(ii) indicates disposition via a market maker. Despite the sale, the Reporting Persons continue to hold a large combined position of 6,032,604 shares, split between Icahn Partners and Icahn Master, implying ongoing economic and voting interest. This filing is noteworthy for tracking insider liquidity and ownership concentration but does not, by itself, disclose a change in control or new acquisitions.

Disposition reduces one line of shares but governance influence likely persists given retained holdings.

The disclosure clarifies the complex ownership chain through Icahn-affiliated entities and expressly notes disclaimers of beneficial ownership except for pecuniary interests. The filing documents a transparent chain of control and confirms the Reporting Persons' director status and 10% ownership designation. While the sale is material in size, the continued indirect ownership of over six million shares suggests sustained influence over the issuer's governance and voting outcomes.

Insider ICAHN CARL C, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP
Role 10% Owner | 10% Owner | 10% Owner
Sold 1,500,000 shs ($116.86M)
Type Security Shares Price Value
Sale Common Stock, $1.00 par value per share ("Shares") 1,500,000 $77.91 $116.86M
Holdings After Transaction: Common Stock, $1.00 par value per share ("Shares") — 6,032,604 shares (Indirect, Please see footnotes)
Footnotes (1)
  1. This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners") and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of AEPC Holdings LLC, which is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares of Southwest Gas Holdings, Inc. that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. Reflects Shares sold to a market maker pursuant to Section 144(f)(1)(ii) of the Securities Act of 1933, as amended. After giving effect to the transactions above, Icahn Partners directly beneficially owns 3,419,167 Shares and Icahn Master directly beneficially owns 2,613,437 Shares.
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Form 4 Insider Transactions: What Each Field Means →
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
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ICAHN CARL C
(Last) (First) (Middle)
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FL 33160
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $1.00 par value per share ("Shares") 09/25/2025 S 1,500,000 D $77.91 6,032,604 I Please see footnotes(1)(2)(3)(4)(5)(6)
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
1. Name and Address of Reporting Person*
ICAHN CARL C
(Last) (First) (Middle)
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FL 33160
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICAHN PARTNERS LP
(Last) (First) (Middle)
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FL 33160
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICAHN PARTNERS MASTER FUND LP
(Last) (First) (Middle)
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FL 33160
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners") and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons").
2. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of AEPC Holdings LLC, which is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
3. Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master.
4. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares of Southwest Gas Holdings, Inc. that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
5. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
6. Reflects Shares sold to a market maker pursuant to Section 144(f)(1)(ii) of the Securities Act of 1933, as amended. After giving effect to the transactions above, Icahn Partners directly beneficially owns 3,419,167 Shares and Icahn Master directly beneficially owns 2,613,437 Shares.
CARL C. ICAHN /s/ Carl C. Icahn 09/26/2025
ICAHN PARTNERS LP, /s/ Jesse Lynn, Chief Operating Officer 09/26/2025
ICAHN PARTNERS MASTER FUND LP, /s/ Jesse Lynn, Chief Operating Officer 09/26/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Carl Icahn report on the Form 4 for Southwest Gas Holdings (SWX)?

The Form 4 reports a sale of 1,500,000 shares on 09/25/2025 at $77.91 per share by Carl C. Icahn and affiliated entities.

How many SWX shares do the Reporting Persons own after the transaction?

After the reported transactions the Reporting Persons are shown as beneficially owning 6,032,604 shares indirectly; Icahn Partners directly owns 3,419,167 shares and Icahn Master directly owns 2,613,437 shares.

How was the sale executed according to the filing?

The filing states the shares were sold to a market maker pursuant to Section 144(f)(1)(ii) of the Securities Act of 1933.

Who filed the Form 4 for SWX?

The Form 4 was filed by Carl C. Icahn, Icahn Partners LP, and Icahn Partners Master Fund LP.

Do the Reporting Persons claim direct beneficial ownership of all disclosed shares?

The filing includes disclaimers: several affiliated entities and Mr. Icahn disclaim beneficial ownership of certain shares except to the extent of any pecuniary interest.