Icahn Group trims Southwest Gas (NYSE: SWX) ownership to 4.99%

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

Southwest Gas Holdings, Inc.

(Name of Issuer)

Common Stock, Par Value $1.00 per share

(Title of Class of Securities)

844895102

(CUSIP Number)

Jesse A. Lynn COO
Icahn Capital LP, 16690 Collins Avenue, PH-1
Sunny Isles Beach, FL, 33160
(305) 422-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Partners Master Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,559,508.00
8	Shared Voting Power 1,559,508.00
9	Sole Dispositive Power 1,559,508.00
10	Shared Dispositive Power 1,559,508.00

11

Aggregate amount beneficially owned by each reporting person

1,559,508.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.16 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Offshore LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,559,508.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,559,508.00

11

Aggregate amount beneficially owned by each reporting person

1,559,508.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.16 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,040,492.00
8	Shared Voting Power 2,040,492.00
9	Sole Dispositive Power 2,040,492.00
10	Shared Dispositive Power 2,040,492.00

11

Aggregate amount beneficially owned by each reporting person

2,040,492.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.83 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Onshore LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,040,492.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,040,492.00

11

Aggregate amount beneficially owned by each reporting person

2,040,492.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.83 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,600,000.00

11

Aggregate amount beneficially owned by each reporting person

3,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

IPH GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,600,000.00

11

Aggregate amount beneficially owned by each reporting person

3,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Enterprises Holdings L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,600,000.00

11

Aggregate amount beneficially owned by each reporting person

3,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Icahn Enterprises G.P. Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,600,000.00

11

Aggregate amount beneficially owned by each reporting person

3,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Beckton Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,600,000.00

11

Aggregate amount beneficially owned by each reporting person

3,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

IEP Utility Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 844895102

1

Name of reporting person

Carl C. Icahn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,600,000.00

11

Aggregate amount beneficially owned by each reporting person

3,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $1.00 per share
(b)	Name of Issuer: Southwest Gas Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: C/O SOUTHWEST GAS CORPORATION, 8360 S. DURANGO DRIVE, LAS VEGAS, NEVADA , 89113.
Item 1 Comment: Note to Item 1. This statement constitutes Amendment No. 17 to the Schedule 13D (as amended, the "Schedule 13D") relating to the shares of the common stock, par value $1.00 per share (the "Common Stock"), of Southwest Gas Holdings, Inc., a Delaware corporation (the "Issuer"), and hereby amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on June 3, 2022. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Persons may be deemed to beneficially own, in the aggregate, 3,600,000 shares of Common Stock, representing approximately 4.99% of the Issuer's outstanding shares of Common Stock, based on 72,183,903 shares of Common Stock outstanding as of November 21, 2025, as disclosed by the Issuer in its prospectus supplement filed with the SEC on November 26, 2025.
(b)	Icahn Master has sole voting and sole dispositive power with respect to 1,559,508 shares of Common Stock. Each of Icahn Offshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, has shared voting power and shared dispositive power with respect to such shares. Icahn Partners has sole voting and sole dispositive power with respect to 2,040,492 shares of Common Stock. Each of Icahn Onshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, has shared voting power and shared dispositive power with respect to such shares. IEP Utility has sole voting power and sole dispositive power and shared and shared dispositive power with respect to 0 shares of Common Stock; however, IEP Utility has been included in this Schedule 13D as it is a signatory to the 2025 Agreement.
(c)	Exhibit 1 attached hereto sets forth all transactions with respect to the Shares by any Reporting Person since January 21, 2026 (the date on which the last amendment to this Schedule 13D was filed with the SEC). Except as set forth Exhibit 1, no transactions in the shares of Common Stock were effected by any of the Reporting Persons during such period.
(d)	Not applicable.
(e)	As a result of the transactions reported in this Schedule 13D, as of January 29, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
Item 7.	Material to be Filed as Exhibits.
	1. Transactions in Shares

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Icahn Partners Master Fund LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/29/2026

Icahn Offshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/29/2026

Icahn Partners LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/29/2026

Icahn Onshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/29/2026

Icahn Capital LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/29/2026

IPH GP LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/29/2026

Icahn Enterprises Holdings L.P.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/29/2026

Icahn Enterprises G.P. Inc.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/29/2026

Beckton Corp.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Vice President
Date:	01/29/2026

IEP Utility Holdings LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/29/2026

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	01/29/2026

FAQ

How many Southwest Gas (SWX) shares do Icahn entities currently report owning?

They report beneficial ownership of 3,600,000 shares of Southwest Gas common stock. This stake represents approximately 4.99% of the company’s outstanding shares, based on 72,183,903 shares outstanding as of November 21, 2025.

What percentage of Southwest Gas (SWX) does the Icahn group now hold?

The Icahn group reports holding about 4.99% of Southwest Gas’s common stock. This percentage is calculated using 72,183,903 shares outstanding as of November 21, 2025, as disclosed in Southwest Gas’s prospectus supplement.

Why did Icahn entities file Amendment No. 17 regarding Southwest Gas (SWX)?

They filed Amendment No. 17 to update their Schedule 13D for Southwest Gas common stock. The amendment reflects that Icahn-affiliated entities now beneficially own 3,600,000 shares, or 4.99%, and have fallen below the five percent beneficial ownership threshold.

Are Icahn entities still subject to Schedule 13D reporting for Southwest Gas (SWX)?

As of January 29, 2026, the filing states the reporting persons ceased to be beneficial owners of more than five percent of Southwest Gas shares. Because they are below that threshold, they are no longer subject to Rule 13d-1(a) reporting requirements.

How is the Icahn group’s 4.99% Southwest Gas (SWX) stake structured?

Icahn Master reports 1,559,508 shares with sole voting and dispositive power, and Icahn Partners reports 2,040,492 shares with sole voting and dispositive power. Related Icahn entities and Carl C. Icahn have shared voting and dispositive power over these shares through their relationships.

What transactions led to the Icahn group falling below 5% in Southwest Gas (SWX)?

The amendment states that, as a result of the transactions reported in this filing, the reporting persons no longer own more than five percent. Specific transactions since January 21, 2026 are detailed in Exhibit 1, which lists all share transactions by the reporting persons.