Southwest Gas Ho SEC Filings

Southwest Gas Holdings (SWX) has filed a Form 4 disclosing that Fabio A. Pineda, the company’s VP/Controller/CAO, received 1,442.512 restricted stock units (RSUs) on 17-Jul-2025. The transaction is coded “A,” confirming it is a non-open-market equity award granted at $0 per share. Each RSU converts into one common share as it vests in three annual tranches—40% after the first year and 30% in each of the following two years—subject to Mr. Pineda’s continued employment.

Following the grant, the executive’s direct ownership stands at 1,442.512 SWX shares; no derivative positions or dispositions were reported. The filing represents a routine component of executive compensation, adds marginal insider alignment, and is not expected to materially affect the company’s share count or near-term financials.

Southwest Gas Holdings, Inc. (SWX) — Form 4 insider transaction

On 27 June 2025, the company’s Senior Vice President, Chief Financial Officer and Controller, Robert J. Stefani, sold 7,000 shares of SWX common stock at a reported price of $75 per share, for an estimated total value of roughly $525 thousand. Following the sale, Stefani continues to hold 24,664.708 shares directly. No derivative securities transactions were reported.

• The sale represents approximately 22% of the executive’s prior direct holdings.
• No purchases were disclosed, and no 10b5-1 trading plan box was ticked, suggesting the sale was not pre-arranged under a safe-harbor plan.
• No other insiders or derivative activities were reported in this filing.

This single insider sale by the CFO may signal personal portfolio rebalancing or other non-corporate factors, but investors often view sizable executive sales as a modestly negative governance indicator when not accompanied by offsetting purchases or a clear 10b5-1 plan.

Southwest Gas Holdings insider Robert J. Stefani, an officer of the company, has filed Form 144 indicating intent to sell 7,000 shares of common stock with an aggregate market value of $525,000 through Fidelity Brokerage Services.

The shares to be sold were acquired through two restricted stock vesting events:

• 4,690 shares on November 21, 2024
• 2,310 shares on January 4, 2025

The filing discloses that Stefani previously sold 2,000 shares on March 28, 2025, generating gross proceeds of $145,100. The proposed sale represents a small fraction of the company's 71.9 million outstanding shares and is planned for execution on the NYSE around June 27, 2025. The seller has certified no knowledge of undisclosed material adverse information regarding the company's operations.

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.