UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 8.01 | Other Events |
On September 3, 2025, Southwest Gas Holdings, Inc. (the “Company”) entered into an underwriting agreement with J.P. Morgan Securities LLC (the “Underwriter”) and Centuri Holdings, Inc. (“Centuri”), pursuant to which the Company agreed to sell 27,362,210 shares (the “Shares”) of its holdings of common stock of Centuri, par value $0.01 per share (“Centuri Common Stock”), to the Underwriter (the “Offering”). The price to the public in the Offering was $19.60 per share. The Offering was made under a prospectus supplement specifically relating to the Offering dated September 3, 2025 and related prospectus filed with the Securities and Exchange Commission pursuant to Centuri’s effective shelf registration statement on Form S-3, as amended (Registration No. 333-287200).
On September 5, 2025 (the “Closing Date”), the Offering closed, pursuant to which the Company sold a total of 27,362,210 shares of Centuri Common Stock. As of the Closing Date, the Company no longer owns any shares of Centuri Common Stock. Accordingly, the Company no longer has governance rights afforded to it under that certain Separation Agreement, dated as of April 11, 2024, by and between the Company and Centuri, including the right to nominate any of Centuri’s directors and any remaining consent rights over certain of Centuri’s corporate actions. The Company received net proceeds of approximately $524.8 million in respect of the sale of the Shares, after deducting the Underwriter’s discount and commissions. Centuri did not receive any of the proceeds from the sale of the Shares by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST GAS HOLDINGS, INC. | ||||||
| September 5, 2025 | /s/ Catherine M. Mazzeo | |||||
| Catherine M. Mazzeo | ||||||
| Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary | ||||||