SCHEDULE: Icahn Designee Andrew Teno Resigns from Southwest Gas Board
Amendment to Beneficial Ownership Report
Andrew Teno, a representative of Icahn Capital LP, has resigned from the Board of Directors of Southwest Gas Holdings, Inc. effective December 31, 2025.
Summary
- Icahn Capital LP and its affiliates filed Amendment No. 15 to their Schedule 13D regarding Southwest Gas Holdings, Inc.
- The primary purpose of this amendment is to report the resignation of Mr. Andrew Teno from the Issuer's Board of Directors.
- Mr. Teno, a designee of the Icahn Reporting Persons, resigned effective December 31, 2025.
- The Icahn group collectively beneficially owns 6,032,604 shares of Southwest Gas Holdings, Inc. Common Stock.
- This ownership represents 8.36% of the 72,183,903 shares outstanding as of November 21, 2025.
Sentiment
Score: 4
Explanation: The resignation of an activist investor's board designee can be viewed neutrally to slightly negative, as it may signal reduced direct influence or a change in the activist's engagement strategy, potentially removing a voice for shareholder value creation from within the board.
Negatives
- The resignation of Andrew Teno, a designee of the activist investor Carl Icahn, from the board could signal a reduction in Icahn's direct influence or engagement with Southwest Gas Holdings, Inc.'s strategic direction.
Risks
- Potential for reduced activist oversight: With a key Icahn designee departing the board, the company might face less pressure from the activist investor group regarding operational efficiency, capital allocation, or strategic alternatives.
- Uncertainty regarding Icahn's future intentions: The resignation could precede further changes in Icahn's stake or strategy concerning Southwest Gas Holdings, Inc.
Future Outlook
NA
Industry Context
The resignation of an activist investor's board designee in the utility sector can sometimes indicate a shift in the activist's strategy or a conclusion to a period of intense engagement, potentially impacting governance dynamics within the industry.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Andrew Teno | NA | 2025-12-31 | Resignation as a designee of the Reporting Persons (Icahn group). |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition Change | Andrew Teno, a director designated by the Icahn Reporting Persons, resigned from the Board of Directors of Southwest Gas Holdings, Inc. | 2025-12-31 | This change reduces the direct representation of the Icahn group on the Issuer's board, potentially altering the dynamics of corporate governance and activist influence. |
Stakeholder Impact
- Shareholders: May experience uncertainty regarding the future level of activist engagement from the Icahn group and its potential impact on shareholder value initiatives.
- Board of Directors: The board will have one less member, potentially requiring a new appointment or a reduction in board size, and the dynamic of board discussions may shift without an Icahn designee.
Key Dates
| Date | Description |
|---|---|
| 2022-06-03 | Original Schedule 13D filed with the SEC. |
| 2025-11-21 | Date as of which 72,183,903 shares of Common Stock were outstanding, used for percentage calculation. |
| 2025-11-26 | Date Issuer disclosed outstanding shares in its prospectus supplement. |
| 2025-12-31 | Effective date of Mr. Andrew Teno's resignation from the Board of Directors. |
| 2026-01-02 | Date of filing signatures. |
Recommendation
holdThe resignation of an Icahn designee from the board introduces a degree of uncertainty regarding the activist's future involvement and influence. While not inherently negative, it removes a direct voice for shareholder value creation from within the board. Investors should hold to observe any subsequent actions by the Icahn group or strategic shifts by Southwest Gas Holdings, Inc. before making further investment decisions.
Keywords
Southwest Gas Holdings, SWX, Icahn Capital, Carl Icahn, Andrew Teno, Schedule 13D, Board Resignation, Activist Investor, Corporate Governance, Utility Sector
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