Icahn group discloses 6.6% Southwest Gas (SWX) stake across 4.76M shares

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

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)

01/16/2026

(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 2,062,604.00
8	Shared Voting Power 2,062,604.00
9	Sole Dispositive Power 2,062,604.00
10	Shared Dispositive Power 2,062,604.00

11

Aggregate amount beneficially owned by each reporting person

2,062,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.86 %

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 2,062,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,062,604.00

11

Aggregate amount beneficially owned by each reporting person

2,062,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.86 %

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 2,698,753.00
8	Shared Voting Power 2,698,753.00
9	Sole Dispositive Power 2,698,753.00
10	Shared Dispositive Power 2,698,753.00

11

Aggregate amount beneficially owned by each reporting person

2,698,753.00

12

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

13

Percent of class represented by amount in Row (11)

3.74 %

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 2,698,753.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,698,753.00

11

Aggregate amount beneficially owned by each reporting person

2,698,753.00

12

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

13

Percent of class represented by amount in Row (11)

3.74 %

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 4,761,357.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,761,357.00

11

Aggregate amount beneficially owned by each reporting person

4,761,357.00

12

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

13

Percent of class represented by amount in Row (11)

6.6 %

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 4,761,357.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,761,357.00

11

Aggregate amount beneficially owned by each reporting person

4,761,357.00

12

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

13

Percent of class represented by amount in Row (11)

6.6 %

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 4,761,357.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,761,357.00

11

Aggregate amount beneficially owned by each reporting person

4,761,357.00

12

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

13

Percent of class represented by amount in Row (11)

6.6 %

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 4,761,357.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,761,357.00

11

Aggregate amount beneficially owned by each reporting person

4,761,357.00

12

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

13

Percent of class represented by amount in Row (11)

6.6 %

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 4,761,357.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,761,357.00

11

Aggregate amount beneficially owned by each reporting person

4,761,357.00

12

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

13

Percent of class represented by amount in Row (11)

6.6 %

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 4,761,357.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,761,357.00

11

Aggregate amount beneficially owned by each reporting person

4,761,357.00

12

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

13

Percent of class represented by amount in Row (11)

6.6 %

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. 16 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, 4,761,357 shares of Common Stock, representing approximately 6.6% 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 2,062,604 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 2,698,753 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 2, 2025 (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)	Not applicable.
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:	01/21/2026

Icahn Offshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/21/2026

Icahn Partners LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/21/2026

Icahn Onshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/21/2026

Icahn Capital LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/21/2026

IPH GP LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/21/2026

Icahn Enterprises Holdings L.P.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/21/2026

Icahn Enterprises G.P. Inc.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/21/2026

Beckton Corp.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Vice President
Date:	01/21/2026

IEP Utility Holdings LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/21/2026

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	01/21/2026