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, 2026
SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37976 | 81-3881866 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8360 S. Durango Drive
Post Office Box 98510
| Las Vegas, Nevada | 89193-8510 | |
| (Address of principal executive offices) | (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 | Name of each exchange | ||
| 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 ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2026, Anne L. Mariucci notified Southwest Gas Holdings, Inc. (the “Company”) that she will not stand for re-election to the Company’s Board of Directors (the “Board”) at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and that she will retire from the Board at the conclusion of the 2026 Annual Meeting. The Company is extremely grateful to Ms. Mariucci for her nearly 20 years of service on the Board, including her leadership as Chair of the Strategic Transactions Committee. There are no disagreements between the Company and Ms. Mariucci with respect to any matter relating to the Company’s operations, policies or practices that resulted in Ms. Mariucci’s decision not to stand for re-election and to retire from the Board at the conclusion of the 2026 Annual Meeting.
Item 7.01 Regulation FD Disclosure.
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 | |||||
| Catherine M. Mazzeo | ||||||
| Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary | ||||||