Southwest Gas Holdings, Inc. filings document the regulatory, financial, governance, and capital-structure disclosures of a NYSE-listed natural gas utility holding company. Current reports furnish operating results, dividend actions, rate-case developments, Great Basin project disclosures, and material corporate events involving Southwest Gas Holdings and Southwest Gas Corporation.
Proxy materials cover board composition, director elections, executive compensation, shareholder voting matters, and governance arrangements. The filing record also includes executive and director transition disclosures, termination of a cooperation agreement with the Icahn Group, common stock registration details, and accounting matters related to deferred income tax liabilities and financial-statement reliance.
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.
FMR LLC has filed an amended Schedule 13G reporting beneficial ownership of 5,649,915.30 shares of Southwest Gas Holdings common stock, representing 7.8% of the outstanding class as of the event date. FMR has sole voting power over 5,642,476 shares and sole dispositive power over 5,649,915.30 shares.
Abigail P. Johnson is also reported as a beneficial owner of the same 5,649,915.30 shares, with sole dispositive power and no voting power. The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Southwest Gas Holdings.
Icahn-affiliated entities filed Amendment No. 17 to their Schedule 13D on Southwest Gas Holdings, Inc., reporting ownership of 3,600,000 shares of common stock, or about 4.99% of the company’s outstanding shares.
The percentage is based on 72,183,903 shares outstanding as of November 21, 2025, as disclosed in a company prospectus supplement. The amendment states that, as of January 29, 2026, the Icahn group no longer beneficially owns more than five percent of Southwest Gas’s common stock and is therefore no longer subject to the primary Schedule 13D reporting requirements.
Southwest Gas Holdings, Inc. (SWX) received Amendment No. 16 to a Schedule 13D from entities associated with Carl C. Icahn, updating their ownership in the company’s common stock.
The reporting group may be deemed to beneficially own 4,761,357 shares of Southwest Gas common stock, or 6.6% of the outstanding shares, based on 72,183,903 shares outstanding as of November 21, 2025. Icahn Partners Master Fund holds 2,062,604 shares with sole voting and dispositive power over those shares, while Icahn Partners holds 2,698,753 shares with sole voting and dispositive power.
Icahn Capital and several related Icahn entities, along with Carl C. Icahn personally, report shared voting and dispositive power over the 4,761,357 shares through their relationships to Icahn Master and Icahn Partners. IEP Utility Holdings LLC reports zero shares but is included as a signatory to a 2025 agreement. Exhibit 1, referenced in the filing, lists all reportable transactions in the shares since January 2, 2025.
Southwest Gas Holdings, Inc. president Justin L. Brown reported a sale of common stock. On 01/09/2026, he sold 3,028 shares of Southwest Gas Holdings common stock at $81.08 per share, in a transaction coded "S". The filing notes this sale was made pursuant to a Rule 10b5-1 trading plan adopted on 09/10/2025.
After this sale, Brown directly held 6,320.344 shares of common stock. He also had indirect beneficial ownership of additional shares, including 3,658.482 shares through a 401(k), 10,207.59 shares through a limited liability company in which he and his spouse are the sole members, 210.12 shares held by his spouse, and 14,586.122 shares held by a family trust for which he serves as trustee. Some of these indirect balances include shares acquired through exempt dividend reinvestment transactions.
Southwest Gas Holdings executive reports share disposition and updated holdings. On January 8, 2026, officer Gabe Randall P., SVP/Chief Administrative Officer of Southwest Gas Holdings, Inc., reported a Form 4 transaction involving 1,036.527 shares of common stock in a transaction coded "F" at a price of $80.15 per share. After this transaction, he beneficially owned 18,216.504 shares of common stock directly and 1,197.987 shares indirectly through a 401(k) plan. The direct balance includes 174.673 shares and the 401(k) balance includes 37.792 shares that were acquired through exempt dividend reinvestment transactions.
Southwest Gas Holdings senior vice president and chief financial officer Justin S. Forsberg reported a change in his ownership of company common stock. On January 8, 2026, he disposed of 407.881 shares of Southwest Gas common stock at a reported price of $80.15 per share under transaction code F. Following this transaction, he directly owned 2,297.906 common shares of Southwest Gas Holdings.
Southwest Gas Holdings executive Catherine M. Mazzeo reported an equity transaction involving company common stock. On January 8, 2026, a transaction coded "F" covered 737.424 shares of Southwest Gas Holdings common stock at $80.15 per share, leaving her with 10,496.228 shares held directly.
She also reported an additional 745.839 shares held indirectly through a 401(k) plan. The reported direct balance includes 348.695 shares and the 401(k) balance includes 23.484 shares that were acquired through exempt dividend reinvestment transactions.
Southwest Gas Holdings, Inc. executive Amy L. Timperley, SVP/Chief Regulatory & Public Affairs, reported a Form 4 transaction in Southwest Gas Holdings, Inc. common stock. On January 8, 2026, a transaction coded "F" involved 864.181 shares at $80.15 per share, leaving her with 9,153.522 directly held shares of common stock. She also reported 8,975.446 shares held indirectly through a 401(k). Footnotes state that these balances include shares acquired through exempt dividend reinvestment transactions.