Southwest Gas Ho SEC Filings

Southwest Gas Holdings, Inc. received an updated ownership report from investment entities associated with Carl C. Icahn. The filing shows these Icahn-related funds beneficially own a total of 6,032,604 shares of Southwest Gas common stock, representing 8.36% of the company’s outstanding shares, based on 72,183,903 shares outstanding as of November 21, 2025.

The amendment also notes that on December 31, 2025, Andrew Teno, a designee of the reporting persons, resigned from Southwest Gas’s board of directors. The document breaks down voting and dispositive power among multiple Icahn-related partnerships and entities, but all point to the same aggregate 8.36% beneficial stake.

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. disclosed the initial ownership of its Senior Vice President and Chief Financial Officer on a Form 3. The executive reports beneficial ownership of 2,705.787 shares of common stock, held directly. The filing also indicates that there are currently no reported derivative securities, such as options or warrants, associated with this reporting person.

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, Inc. (SWX) reported a Form 4 transaction for its SVP/Chief Financial Officer. On 11/25/2025, the officer disposed of 4,483.941 shares of common stock in a transaction coded "F" at a price of $80.44 per share. After this transaction, the officer beneficially owns 28,444.405 shares. The reported balance includes 597.707 shares acquired through exempt dividend reinvestment transactions.

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.

FMR LLCSouthwest Gas Holdings (SWX). FMR and Abigail P. Johnson beneficially own 4,799,459.78 shares of common stock, or 6.7% of the class, as of September 30, 2025.

FMR reports sole voting power over 4,794,441 shares and sole dispositive power over 4,799,459.78 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Southwest Gas Holdings (SWX) filed its Q3 2025 10‑Q, highlighting completion of the Centuri separation and a shift to a single Natural Gas Distribution segment. Q3 total operating revenues were $316,911 thousand and net income was $267,959 thousand$3.74, including continued and discontinued operations. Operating income from regulated operations was $37,008 thousand, with lower gas costs supporting margins.

The Centuri exit was completed through secondary offerings and private placements yielding $1,349.9 million in net proceeds. The deconsolidation on August 11 produced a $278,791 thousand net gain and a $220.7 million net gain on the retained interest through final disposition on September 5. Proceeds were used to repay debt, fund dividends, and for general corporate purposes; the $225 million term loan was fully repaid, and there were no short‑term borrowings outstanding at September 30. Cash and cash equivalents were $778,631 thousand, and equity attributable to SWX stockholders was $3,928,679 thousand.

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.