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. 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.
Southwest Gas Holdings entered into an Amended and Restated Cooperation Agreement with the Icahn Group. The Company will nominate four Icahn Designees — Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno — for election at the 2026 annual meeting of stockholders.
The agreement keeps standstill restrictions in place until the later of the conclusion of the 2026 Annual Meeting or the earlier of when Andrew J. Teno (or a replacement) is no longer on the Board, or 30 days before the advance notice deadline for the 2027 meeting. It will terminate automatically if the Board re‑appoints any former pre‑2022 director without approval of a majority of the Icahn Designees. The record date for the 2026 meeting will be set within 30 days of March 3, 2026. Other material terms of the prior agreement remain unchanged.
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.
Amendment No. 12 to a Schedule 13D relates to the common stock of Southwest Gas Holdings, Inc. The filing states that the Reporting Persons beneficially own 6,032,604 shares, representing approximately 8.38% of the outstanding common stock, based on 71,979,296 shares outstanding as of July 25, 2025. The filing identifies multiple Icahn-affiliated entities and Carl C. Icahn as reporting persons with varying sole or shared voting and dispositive powers over subsets of the position. The statement discloses that on September 25, 2025 Icahn Partners Master Fund LP sold 651,160 shares and Icahn Partners LP sold 848,840 shares, each at $77.91 per share. The amendment otherwise reports no other transactions in the prior 60 days and incorporates prior Schedule 13D definitions.
This Form 4 shows that director Brian E. Sandoval purchased 24 shares of Southwest Gas Holdings, Inc. (SWX) on 09/10/2025 at a price of $78.57 per share. After the transaction he beneficially owned 1,561.972 shares, reported on a Form filed by one reporting person. The filing includes a signature dated 09/11/2025 by Catherine M. Mazzeo, POA.
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.
Insider transactions at Southwest Gas Holdings (SWX): Robert J. Stefani, who is identified as SVP/CFO/Controller, reported transactions dated 09/05/2025. He received 12,546.739 shares of common stock at $0 per share upon settlement of performance stock units that vested after achieving the final performance goal. He also disposed of 4,880.807 shares at $78.60 per share. After these transactions the filing reports 37,211.447 shares beneficially owned following the $0 acquisition and 32,330.64 shares following the disposition line. The Form 4 was signed by a POA on 09/09/2025 and includes an explanatory remark that the received shares were settled performance stock units.
Southwest Gas Holdings, Inc. reported that it entered into an underwriting agreement to sell 27,362,210 shares of Centuri Holdings, Inc. common stock that it held. The shares were sold to J.P. Morgan Securities LLC at a price to the public of $19.60 per share under Centuri’s effective shelf registration statement.
The transaction closed on September 5, 2025, and Southwest Gas sold all 27,362,210 Centuri shares, so it no longer owns any Centuri stock. As a result, it no longer has governance rights under the prior separation agreement, including the ability to nominate Centuri directors or exercise remaining consent rights over certain corporate actions.
Southwest Gas received net proceeds of approximately $524.8 million from the sale after underwriting discounts and commissions, while Centuri did not receive any proceeds from this transaction.
Southwest Gas Holdings, Inc. filed an amended current report to update earlier disclosures about its reduced ownership in Centuri Holdings, Inc. and the related accounting change. The company previously reported that, as of August 11, 2025, it owned approximately 30.9% of the total outstanding shares of Centuri common stock after selling 17,250,000 shares in an underwritten public offering and 1,573,500 shares in a concurrent private placement. As a result of these transactions, Southwest Gas determined it no longer has a controlling financial interest in Centuri and decided to deconsolidate Centuri’s financial statements from its own. This amendment adds unaudited pro forma condensed consolidated financial information, including a balance sheet as of June 30, 2025 and statements of operations for specified periods, to show how Southwest Gas’s results would look as if the deconsolidation had occurred earlier. No other changes were made to the original report.
Southwest Gas Holdings, Inc. sold 17,250,000 shares of Centuri Holdings common stock at an offering price of $19.50 per share, receiving approximately $325 million net from the underwritten offering and approximately $31 million net from a concurrent private placement, or about $356 million in aggregate proceeds. After the closings, the company owns 27,362,210 Centuri shares, representing approximately 30.9% of Centuri's outstanding common stock, and no longer has a controlling financial interest in Centuri. As a result, Southwest Gas will deconsolidate Centuri, present Centuri's historical results as discontinued operations and account for its remaining interest using the equity method. The company intends to use the proceeds to repay outstanding indebtedness and for general corporate purposes.