UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 6 11, 2026

SOUTHWEST GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37976	81-3881866
(State or other jurisdictionof incorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

8360 S. Durango Drive Post Office Box 98510 Las Vegas, Nevada (Address of principal executive offices)

~~Post Office Box 98510~~89193-8510

Las Vegas, Nevada		89193-8510
(Address of principal executive offices)		(Zip Code)

(Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value	SWX	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.02 ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On February 611, 2026, ~~Anne L. Mariucci notified~~ Southwest Gas Holdings, Inc. (the “Company”) ~~that~~and ~~she~~Carl ~~will~~C. ~~not~~Icahn ~~stand~~and ~~for~~the ~~re-election~~persons toand ~~the~~entities ~~Company’s~~listed ~~Board~~in ofthe ~~Directors~~Cooperation Agreement (~~the~~as ~~“Board”~~defined below) at(collectively, the ~~2026~~“Icahn ~~Annual~~Group” ~~Meeting~~and oftogether ~~Stockholders~~with (the ~~“2026~~Company, ~~Annual~~the ~~Meeting~~“Parties”) ~~and~~mutually ~~that~~agreed ~~she~~to ~~will~~terminate ~~retire~~that ~~from~~certain ~~the~~Amended ~~Board~~and atRestated ~~the~~Cooperation ~~conclusion~~Agreement, dated as of October 14, 2025, by and between the ~~2026~~Parties ~~Annual~~(the ~~Meeting~~“Cooperation Agreement”). ~~The~~As ~~Company~~a isresult ~~extremely~~of ~~grateful~~such totermination, ~~Ms. Mariucci~~all ~~for~~rights ~~her~~and ~~nearly~~obligations 20of ~~years~~the ofParties ~~service~~thereunder onwere terminated, and the ~~Board,~~Cooperation ~~including~~Agreement ~~her~~is ~~leadership~~of asno ~~Chair~~further force or effect. Notwithstanding the termination of the ~~Strategic~~Cooperation ~~Transactions~~Agreement, ~~Committee~~Andrew W. ~~There~~Evans, ~~are~~Henry noP. ~~disagreements~~Linginfelter ~~between~~and ~~the~~Ruby ~~Company~~Sharma, ~~and~~each ~~Ms. Mariucci~~of ~~with~~whom ~~respect~~was tonominated ~~any~~as ~~matter~~a ~~relating~~director pursuant to the terms of the Cooperation Agreement, will remain on the Company’s ~~operations,~~board ~~policies~~of ordirectors, ~~practices~~and, ~~that~~subject ~~resulted~~to inthe ~~Ms. Mariucci~~Company’s ~~decision~~standard ~~not~~evaluation toprocess ~~stand~~of ~~for~~director ~~re-election~~candidates, ~~and~~the Company expects to ~~retire~~renominate ~~from~~each ~~the~~of ~~Board~~them for reelection at the ~~conclusion~~Company’s of2026 ~~the~~annual ~~2026~~meeting ~~Annual~~of ~~Meeting~~stockholders.

~~Item 7~~The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which was previously filed by the Company with the U.01S. ~~Regulation~~Securities FDand ~~Disclosure~~Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated October 14, 2025 and is incorporated by reference herein.

On February 6, 2026, Ms. Mariucci delivered the following notice to the Company: “I am retiring from the Board, effective with the 2026 Annual Meeting and will not stand for election at the 2026 Annual Meeting. The Company is in a strong position, with exciting opportunities ahead. I have no disagreements with the Company and/or its accounting or practices.”

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.

February 11, 2026

/s/ Catherine M. Mazzeo

February 12, 2026

/s/ Catherine M. Mazzeo

Catherine M. Mazzeo

Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

Filing Compare · Southwest Gas Holdings, Inc.