[SCHEDULE 13D/A] Southwest Gas Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material stake disclosed: Reporting Persons beneficially own 6,032,604 shares (~8.38%), a significant, clearly quantified position.
• Transparent voting breakdown: Filing specifies which entities have sole or shared voting and dispositive power.
• Clear transaction disclosure: Sale of 651,160 and 848,840 shares on 09/25/2025 at $77.91 is explicitly stated.

Negative

• Reduction in holdings: Combined sales of 1,500,000 shares on 09/25/2025 materially reduce the aggregate position.
• Potential uncertainty about intent: Filing discloses sales but does not state the purpose or future plans, limiting interpretability.

Insights

Activist Investor Analyst

TL;DR: Icahn entities hold a material 8.38% stake in Southwest Gas and disclosed large September sales totaling 1.5M shares at $77.91.

The combined 6.03 million-share position (8.38%) is large enough to influence corporate discussions, particularly given the consolidated ownership across multiple Icahn vehicles and Mr. Icahn's role. The disclosed September 25 sales of 651,160 and 848,840 shares reduce concentrated holdings by 1.5 million shares, which may reflect portfolio rebalancing or partial monetization at a defined price. The filing is precise about voting/dispositive powers across entities, improving transparency for investors monitoring potential activist engagement.

Corporate Governance Expert

TL;DR: The amendment clarifies beneficial ownership and inter-entity control, a material disclosure for governance and shareholder relations.

The Schedule 13D/A clearly attributes sole vs. shared voting and dispositive powers for specific Icahn vehicles, which is important for understanding who can exert influence on board or strategic matters. Inclusion of IEP Utility Holdings LLC as a signatory to the Updated Cooperation Agreement, despite reporting 0 shares, is a notable governance disclosure. The precise outstanding share base used (71,979,296) allows accurate percent calculation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

09/25/2025

(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 2,613,437.00
8	Shared Voting Power 2,613,437.00
9	Sole Dispositive Power 2,613,437.00
10	Shared Dispositive Power 2,613,437.00

11

Aggregate amount beneficially owned by each reporting person

2,613,437.00

12

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

13

Percent of class represented by amount in Row (11)

3.63 %

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 2,613,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,613,437.00

11

Aggregate amount beneficially owned by each reporting person

2,613,437.00

12

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

13

Percent of class represented by amount in Row (11)

3.63 %

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 3,419,167.00
8	Shared Voting Power 3,419,167.00
9	Sole Dispositive Power 3,419,167.00
10	Shared Dispositive Power 3,419,167.00

11

Aggregate amount beneficially owned by each reporting person

3,419,167.00

12

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

13

Percent of class represented by amount in Row (11)

4.75 %

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 3,419,167.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,419,167.00

11

Aggregate amount beneficially owned by each reporting person

3,419,167.00

12

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

13

Percent of class represented by amount in Row (11)

4.75 %

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 6,032,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,032,604.00

11

Aggregate amount beneficially owned by each reporting person

6,032,604.00

12

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

13

Percent of class represented by amount in Row (11)

8.38 %

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 6,032,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,032,604.00

11

Aggregate amount beneficially owned by each reporting person

6,032,604.00

12

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

13

Percent of class represented by amount in Row (11)

8.38 %

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 6,032,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,032,604.00

11

Aggregate amount beneficially owned by each reporting person

6,032,604.00

12

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

13

Percent of class represented by amount in Row (11)

8.38 %

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 6,032,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,032,604.00

11

Aggregate amount beneficially owned by each reporting person

6,032,604.00

12

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

13

Percent of class represented by amount in Row (11)

8.38 %

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 6,032,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,032,604.00

11

Aggregate amount beneficially owned by each reporting person

6,032,604.00

12

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

13

Percent of class represented by amount in Row (11)

8.38 %

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

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,032,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,032,604.00

11

Aggregate amount beneficially owned by each reporting person

6,032,604.00

12

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

13

Percent of class represented by amount in Row (11)

8.38 %

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: This statement constitutes Amendment No. 12 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, 6,032,604 shares of Common Stock, representing approximately 8.38% of the Issuer's outstanding shares of Common Stock, based on 71,979,296 shares of Common Stock outstanding as of July 25, 2025, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended June 30, 2025.
(b)	Icahn Master has sole voting and sole dispositive power with respect to 2,613,437 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 3,419,167 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 Updated Cooperation Agreement.
(c)	On September 25, 2025, Icahn Partners Master Fund LP sold 651,160 shares of Common Stock and Icahn Partners LP sold 848,840 shares of Common Stock, in each case at a price per share of $77.91. Except as set forth herein, no transactions in the shares of Common Stock were effected by any of the Reporting Persons during the past sixty (60) days.
(d)	Not applicable.
(e)	Not applicable.

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:	09/26/2025

Icahn Offshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	09/26/2025

Icahn Partners LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	09/26/2025

Icahn Onshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	09/26/2025

Icahn Capital LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	09/26/2025

IPH GP LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	09/26/2025

Icahn Enterprises Holdings L.P.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	09/26/2025

Icahn Enterprises G.P. Inc.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	09/26/2025

Beckton Corp.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Vice President
Date:	09/26/2025

IEP Utility Holdings LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	09/26/2025

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	09/26/2025

FAQ

How many Southwest Gas (SWX) shares do Icahn entities beneficially own?

The Reporting Persons beneficially own 6,032,604 shares, representing approximately 8.38% of outstanding common stock.

What outstanding share count was used to calculate the 8.38% stake in SWX?

The percentage is based on 71,979,296 shares outstanding as of July 25, 2025, per the issuer's disclosure.

Did the Icahn group trade SWX shares recently and at what price?

Yes. 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.

Which entities have voting or dispositive power over the disclosed SWX shares?

The filing details varying powers: e.g., Icahn Master has sole voting and dispositive power over 2,613,437 shares, and Icahn Partners has sole voting and dispositive power over 3,419,167 shares, with several related entities having shared powers.

Is IEP Utility Holdings LLC a holder of SWX shares?

IEP Utility Holdings LLC is reported with 0 shares beneficially owned but is included as a signatory to the Updated Cooperation Agreement.

Does the filing state any other transactions in the past 60 days?

Other than the two sales disclosed on September 25, 2025, the filing states no other transactions in the prior 60 days.