Southwest Gas (NYSE: SWX) Icahn group discloses 8.36% equity stake

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. received an updated ownership report from investment entities associated with Carl C. Icahn. The filing shows these Icahn-related funds beneficially own a total of 6,032,604 shares of Southwest Gas common stock, representing 8.36% of the company’s outstanding shares, based on 72,183,903 shares outstanding as of November 21, 2025.

The amendment also notes that on December 31, 2025, Andrew Teno, a designee of the reporting persons, resigned from Southwest Gas’s board of directors. The document breaks down voting and dispositive power among multiple Icahn-related partnerships and entities, but all point to the same aggregate 8.36% beneficial stake.

Insights

Activist ownership and governance analyst

Icahn group reports an 8.36% stake and a board designee’s exit.

Entities affiliated with Carl C. Icahn report beneficial ownership of 6,032,604 Southwest Gas shares, or 8.36% of the common stock, based on 72,183,903 shares outstanding as of November 21, 2025. The filing details how voting and dispositive power over these shares is allocated among several Icahn-related partnerships and holding companies.

The amendment also records that on December 31, 2025 Andrew Teno, described as a designee of the reporting persons, resigned from the Southwest Gas board. This indicates a change in formal board-level representation for the Icahn group while maintaining the same reported aggregate ownership level.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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)

12/31/2025

(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)

3.62 %

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)

3.62 %

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)

4.74 %

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 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)

4.74 %

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 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)

8.36 %

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)

8.36 %

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)

8.36 %

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)

8.36 %

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)

8.36 %

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 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)

8.36 %

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. 15 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. The percentages set forth on the cover pages hereto are 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.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following: On December 31, 2025, Mr. Andrew Teno, who was a designee of the Reporting Persons, resigned from the Board of Directors of the Issuer.

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:	01/02/2026

Icahn Offshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/02/2026

Icahn Partners LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/02/2026

Icahn Onshore LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/02/2026

Icahn Capital LP

Signature:	/s/ Jesse Lynn
Name/Title:	Jesse Lynn / Chief Operating Officer
Date:	01/02/2026

IPH GP LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/02/2026

Icahn Enterprises Holdings L.P.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/02/2026

Icahn Enterprises G.P. Inc.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/02/2026

Beckton Corp.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Vice President
Date:	01/02/2026

IEP Utility Holdings LLC

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	01/02/2026

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	01/02/2026

FAQ

What ownership stake does the Icahn group report in Southwest Gas (SWX)?

Icahn-affiliated entities report beneficial ownership of 6,032,604 Southwest Gas common shares, representing 8.36% of the company’s outstanding stock based on 72,183,903 shares as of November 21, 2025.

Which Icahn-related entities are reporting ownership in Southwest Gas (SWX)?

Reporting persons include Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., IEP Utility Holdings LLC, and Carl C. Icahn.

How is the 8.36% ownership in Southwest Gas (SWX) calculated for the Icahn group?

The 8.36% figure is based on aggregate beneficial ownership of 6,032,604 Southwest Gas common shares and a total of 72,183,903 shares outstanding as of November 21, 2025, as referenced from the issuer’s prospectus supplement.

Did the Southwest Gas (SWX) filing disclose any board changes related to the Icahn group?

Yes. The filing states that on December 31, 2025, Andrew Teno, identified as a designee of the reporting persons, resigned from the Southwest Gas board of directors.

Does Carl C. Icahn personally report beneficial ownership in Southwest Gas (SWX)?

Yes. Carl C. Icahn is listed as a reporting person with shared voting and shared dispositive power over 6,032,604 Southwest Gas shares, corresponding to an 8.36% beneficial interest.

What percentage of Southwest Gas (SWX) does Icahn Partners LP specifically report owning?

Icahn Partners LP reports beneficial ownership of 3,419,167 Southwest Gas shares, representing 4.74% of the common stock, based on 72,183,903 shares outstanding as of November 21, 2025.