Every material Form 8-K Southwest Gas has filed with the SEC since July 02, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Southwest Gas Holdings reported third-quarter 2026 adjusted earnings per share from continuing operations of $0.20, compared with $0.06 a year earlier, and reaffirmed its 2026 adjusted EPS guidance of $4.17 to $4.32 per share. Reported net income attributable to the company fell to $12.8 million from $262.6 million, because the prior-year period included a gain on the disposition of Centuri.
Q3 2026 adjusted EPS from continuing operations was $0.20, versus $0.06 in Q3 2025; GAAP EPS from continuing operations was $0.18, versus a loss of $0.05.
Q3 2026 net income attributable to the company was $12.8 million, versus $262.6 million, which included $266.3 million from discontinued operations in the prior-year period.
Nine-month 2026 adjusted EPS from continuing operations was $2.69, versus $2.28 a year earlier.
Nevada rate case final decision added nearly $48 million of annual revenue, with rates effective October 2026; California rate case added $32.6 million.
Randall P. Gabe, Senior Vice President and Chief Administrative Officer of Southwest Gas Corporation, told the company on October 20, 2026, that he intends to retire on or before June 1, 2027, after 30 years of service. Until then he will take a new role as Senior Vice President/Business Development, supporting the 2028 Great Basin Expansion project and overseeing the Emerging Technology and Innovation team. The filing states his decision was not the result of any disagreement with the company on operations, policies or practices.
Randall P. Gabe, SVP and Chief Administrative Officer, intends to retire effective on or before June 1, 2027
Gabe has 30 years of service with the company
New role: SVP/Business Development, supporting the 2028 Great Basin Expansion project and overseeing Emerging Technology and Innovation team until retirement
Filing states no disagreements with the company led to the retirement
Southwest Gas Holdings reported second-quarter 2026 net income from continuing operations of $42.1 million, compared with a $0.7 million loss a year earlier, and diluted EPS of $0.58. Consolidated operating revenues fell to $358.2 million from $396.3 million, and the company reaffirmed its 2026 EPS guidance of $4.17 to $4.32 per share from continuing operations.
Q2 2026 net income from continuing operations was $42.1 million vs. a $0.7 million loss in Q2 2025; adjusted EPS from continuing operations was $0.45 vs. $0.37.
Consolidated operating revenues were $358.2 million vs. $396.3 million in the year-earlier quarter.
2026 EPS from continuing operations guidance of $4.17 to $4.32 per share was reaffirmed.
Great Basin 2028 Expansion Project estimates rose to about $2.3 billion of capital and $270 million to $300 million of annual margin; the company says the higher estimates are not yet in its long-term guidance, and a final California cost-o
Southwest Gas Holdings reported first-quarter 2026 diluted earnings per share from continuing operations of $1.91, up from $1.86 a year earlier, and affirmed its full-year 2026 earnings guidance of $4.17 to $4.32 per share. The company said a delayed California rate case decision weighed on first-quarter results, but it expects a memorandum account to address that impact, and it raised its quarterly dividend to $0.645 per share.
Net income from continuing operations was $138.4 million, up from $134.3 million; consolidated operating revenues were $585.1 million, down from $746.4 million.
Diluted EPS from continuing operations was $1.91 versus $1.86 for the quarter ended March 31, 2025, an increase of 2.7%.
2026 EPS from continuing operations guidance of $4.17 to $4.32 was affirmed; the quarterly dividend rose to $0.645 per share, a 4% increase.
Arizona and Nevada general rate cases request about $101 million and $71 million in added revenue, respectively.
Southwest Gas Holdings said CEO and President Karen S. Haller will resign effective May 8, 2026, and will stay on as an employee and advisor through December 31, 2026. The board appointed Justin Lee Brown as President and CEO effective the same date, and he is nominated for the board at the 2026 annual meeting. The filing states Ms. Haller's resignation was not the result of any disagreement with the companies on operations, policies or practices.
Karen S. Haller resigns as President, CEO and director of Southwest Gas Holdings, effective May 8, 2026; director role ends at the 2026 annual meeting on May 7, 2026
Justin Lee Brown appointed President and CEO of Southwest Gas Holdings and CEO of Southwest Gas Corporation, effective May 8, 2026
Brown's compensation: $900,000 base salary, 110% target cash incentive, $3.1 million one-time PSU award, and 330% target long-term incentive beginning in 2027
Haller will receive a monthly salary of $95,000 while serving as an advisor through December 31, 2026
Southwest Gas Holdings reported fourth-quarter 2025 diluted EPS of $1.43, up from $1.28 a year earlier, while consolidated operating revenues fell to $480.7 million from $553.1 million. The company also raised its quarterly dividend 4% to $0.645 per share starting in the second quarter of 2026 and initiated 2026 EPS guidance of $4.17 to $4.32 per share.
Q4 2025 diluted EPS $1.43 vs. $1.28 a year earlier; adjusted EPS from continuing operations $1.36 vs. $1.20
Q4 2025 consolidated operating revenues $480.7 million vs. $553.1 million; full year $1.94 billion vs. $2.48 billion
2026 EPS from continuing operations guidance of $4.17 to $4.32; 2026 capital expenditures of about $1.25 billion
Quarterly common dividend raised 4% to $0.645 per share, beginning with the second quarter of 2026
Southwest Gas Holdings said director Anne L. Mariucci will not stand for re-election and will retire from the Board at the conclusion of the 2026 Annual Meeting of Stockholders. She had served nearly 20 years on the Board, including as Chair of the Strategic Transactions Committee. The filing states there were no disagreements with the company that led to her decision.
Anne L. Mariucci notified the company on February 6, 2026 of her decision
Retirement takes effect at the conclusion of the 2026 Annual Meeting of Stockholders
She served nearly 20 years on the Board and chaired the Strategic Transactions Committee
The company states there were no disagreements over operations, policies or practices
On January 9, 2026, the Audit Committee concluded that Southwest Gas Holdings' unaudited financial statements for the periods ended June 30 and September 30, 2025 should no longer be relied upon. Errors in state income tax expense and deferred income taxes understated tax expense and net deferred income tax liabilities, which lowers reported net income for those periods. The company says revenues, operating margin and cash flows were not affected, and the restated figures will appear in its 2025 Form 10-K.
Income tax expense and net deferred income tax liabilities were understated by about $27 million for the three and six months ended June 30, 2025, and by an incremental $8 million for the three and nine months ended September 30, 2025.
Restated three months ended September 30, 2025 shows a loss from continuing operations of $3.8 million, compared with income of $4.2 million as previously reported.
The errors arose because state apportionment rates were not updated after Centuri share sales on May 22, 2025 and August 11, 2025.
The restated amounts are preliminary and unaudited by PricewaterhouseCoopers LLP, and the company expects a material weakness in internal controls for its 2025 Form 10-K.
Director Andrew Teno resigned from the Southwest Gas board effective immediately on December 31, 2025. He had served since May 6, 2022, as one of the Icahn Group's designated directors under the October 14, 2025 Cooperation Agreement. The filing says the Icahn Group does not currently intend to appoint a replacement, so the board plans to reduce its size from 11 to 10 members. The filing states that Teno's resignation was not due to any disagreement with the company on financial statements, operations, policies or practices.
Andrew Teno resigned from the board effective immediately on December 31, 2025, after serving since May 6, 2022.
Teno was one of the Icahn Group's designated directors under the Cooperation Agreement dated October 14, 2025.
The Icahn Group has notified the company it does not currently intend to appoint a Replacement Designee; the board intends to reduce its size from 11 to 10.
Ruby Sharma is expected to replace Teno on the Strategic Transactions Committee; the company does not intend to replace him on the Compensation Committee at this time.
Southwest Gas Holdings named Justin S. Forsberg as Senior Vice President and Chief Financial Officer, effective December 1, 2025, and signed a registration rights agreement with the Icahn Group, which holds shares under an October 2025 cooperation agreement. The filing also registers resale of Icahn-held common stock, and the company says it will not receive any proceeds from those sales.
Justin S. Forsberg, 50, becomes SVP and CFO effective December 1, 2025; he has been Vice President, Investor Relations and Treasurer since April 2024
Forsberg's annual salary rises to $500,000 effective December 1, 2025
Registration Rights Agreement dated November 26, 2025 gives the Icahn Group shelf, underwritten offering and piggy-back registration rights
A resale prospectus supplement registers shares held by selling stockholders; the company receives no proceeds
Southwest Gas Holdings said its Senior Vice President and Chief Financial Officer, Robert J. Stefani, will leave the role effective December 1, 2025, or earlier if his employment ends sooner. The filing says the departure is not tied to any disagreement with auditors or management on accounting, disclosure, or internal controls, and the board has started a search for a successor.
Robert J. Stefani, SVP and CFO of Southwest Gas Holdings and Southwest Gas Corporation, will leave the role effective December 1, 2025 or earlier separation date
Southwest Gas Holdings reported third-quarter 2025 results that include a large gain from completing the separation of Centuri, its former subsidiary. Net income attributable to the company was $270.5 million, compared with $0.3 million a year earlier, while income from continuing operations was $4.2 million and consolidated operating revenues fell to $316.9 million from $359.1 million. The company reaffirmed its 2025 Southwest Gas net income guidance of $265 million to $275 million, with net income expected toward the top end of that range.
Q3 2025 net income attributable to the company was $270.5 million, versus $0.3 million in Q3 2024, driven by a net gain on Centuri deconsolidation of about $278.8 million.
Income from continuing operations was $4.2 million, or $0.06 per diluted share, versus a loss of $9.2 million, or $(0.13) per share, a year earlier.
Consolidated operating revenues were $316.9 million for the quarter, down from $359.1 million in Q3 2024.
S&P upgraded the company and Southwest Gas to BBB+ on September 22, 2025; 2025 net income guidance of $265 million to $275 million was reaffirmed.
Southwest Gas Holdings and the Icahn Group entered into an amended and restated cooperation agreement on October 14, 2025, replacing the prior agreement dated October 15, 2024. The company agreed to nominate four Icahn designees for election at the 2026 annual meeting, and the standstill restrictions on the Icahn Group remain in effect under the amended terms. The filing says other material terms are unchanged.
Agreement dated October 14, 2025 amends, restates and replaces the prior agreement dated October 15, 2024
Company agreed to nominate Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma and Andrew J. Teno for the 2026 annual meeting
Standstill restrictions on the Icahn Group last until the later of the 2026 meeting's conclusion and a date tied to Mr. Teno's board service or the 2027 advance notice deadline
Record date for the 2026 annual meeting to be set within 30 days of March 3, 2026
Southwest Gas Holdings sold 17,250,000 shares of its Centuri Holdings stake in an underwritten offering that closed August 11, 2025, receiving net proceeds of about $325 million, plus about $31 million from a concurrent private placement to Icahn-affiliated investors. After the sale, the company owns about 30.9% of Centuri and no longer has a controlling financial interest, so it will deconsolidate Centuri and report Centuri's results as discontinued operations.
Offering: 17,250,000 Centuri shares sold at $19.50 per share, including full exercise of the underwriters' 2,250,000-share option
Net proceeds of about $325 million from the offering and about $31 million from the Icahn private placement, to be used to repay debt and for general corporate purposes
Remaining stake: 27,362,210 Centuri shares, about 30.9% of outstanding shares, accounted for under the equity method after deconsolidation effective August 11, 2025
Pro forma financial information on the deconsolidation will be filed later by amendment
Southwest Gas Holdings reported second quarter 2025 results on August 6, 2025, with a GAAP net loss of $12.9 million, compared with net income of $18.3 million a year earlier. The company said the decline was primarily due to income taxes tied to its sale of Centuri stock, while adjusted diluted EPS rose to $0.53 from $0.31 and it reaffirmed its 2025 Southwest Gas net income guidance of $265 million to $275 million. For shareholders, GAAP earnings and consolidated revenue fell, while Centuri share sales funded debt reduction of over $470 million.
Q2 2025 GAAP net loss of $12.9 million, or $0.18 per diluted share, versus net income of $18.3 million, or $0.25 per diluted share, in Q2 2024
Adjusted diluted EPS of $0.53 for Q2 2025 versus $0.31 for Q2 2024
Consolidated operating revenues of $1.12 billion versus $1.18 billion in Q2 2024
2025 Southwest Gas net income guidance of $265 million to $275 million reaffirmed
Southwest Gas appointed Fabio A. Pineda, formerly Assistant Controller at Sempra, as Vice President, Controller and Chief Accounting Officer for both Southwest Gas Holdings and Southwest Gas Corporation, effective July 17, 2025. Robert J. Stefani steps down from the Controller role on the same date but remains Senior Vice President and Chief Financial Officer, and the filing says his transition was not due to any disagreement with the companies.
Fabio A. Pineda, 44, takes the Controller and Chief Accounting Officer role effective July 17, 2025
Pineda's annual salary is $340,000, with a $350,000 cash signing bonus paid over two years
Robert J. Stefani moves out of the Controller role on July 17, 2025 and stays as CFO
Pineda previously served as Assistant Controller at Sempra from July 2020
Southwest Gas Corporation, a subsidiary of Southwest Gas Holdings, amended its revolving credit agreement on June 27, 2025. The First Amendment added a swingline sub-facility and a one-week interest period option, and the filing does not state a change to the facility size.
Amendment dated June 27, 2025 to the Revolving Credit Agreement dated August 1, 2024
Adds a swingline sub-facility and a one-week interest period option
One-week rate is Daily Simple SOFR plus 0.03839% plus the applicable margin
Full amendment filed as Exhibit 10.1; Bank of America, N.A. is administrative agent
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