SCHEDULE: Icahn Group Renews Southwest Gas Board Agreement

Icahn Capital LP and its affiliates have entered into an Amended and Restated Cooperation Agreement with Southwest Gas Holdings, Inc., extending board representation and standstill provisions.

Summary

• Icahn Capital LP and its affiliates (the "Reporting Persons") have entered into an Amended and Restated Cooperation Agreement (the "2025 Agreement") with Southwest Gas Holdings, Inc. (the "Issuer") and Andrew J. Teno, effective October 14, 2025.
• The 2025 Agreement supersedes and replaces the prior cooperation agreement dated October 14, 2024.
• The Reporting Persons retain the right to designate up to four individuals to serve on the Issuer's Board of Directors, currently Andrew W. Evans, Henry Linginfelter, Ruby Sharma, and Andrew Teno (the "Icahn Designees").
• The Issuer has agreed to nominate these Icahn Designees for election at the 2026 annual meeting of stockholders.
• Icahn Designees will participate in the Strategic Transactions Committee and other Board committees.
• Standstill restrictions on the Reporting Persons will remain in effect until the agreement's termination.
• The agreement terminates upon the later of one minute following the completion of the 2026 Annual Meeting, or the earlier of Mr. Teno (or replacement) no longer serving as a director, or 30 days prior to the advance notice deadline for the 2027 annual meeting.
• The agreement will automatically terminate if the Board re-appoints any former director (pre-2022 annual meeting, not immediately after) without the approval of a majority of the Icahn Designees.
• The record date for the 2026 Annual Meeting will be set within thirty days of March 3, 2026.
• The Icahn Group beneficially owns 6,032,604 shares of Common Stock, representing 8.38% of the 71,979,296 shares outstanding as of July 25, 2025.

Sentiment

Score: 7

Explanation: The renewal of the cooperation agreement provides stability in governance and clarifies the relationship with a significant activist shareholder, reducing immediate uncertainty. This is generally viewed positively as it avoids potential proxy contests and provides a structured path forward, though the standstill limits further immediate activist pressure.

Positives

• The agreement provides clarity and stability regarding the composition of the Board of Directors for Southwest Gas Holdings, Inc. through the 2026 Annual Meeting.
• It formalizes the continued representation of Icahn Designees on the Board, ensuring a voice for a significant activist shareholder.
• The participation of Icahn Designees in key committees, including the Strategic Transactions Committee, allows for direct influence on strategic decisions.

Negatives

• Standstill restrictions limit the ability of the Reporting Persons to engage in further activist actions or increase their stake beyond agreed-upon terms for the duration of the agreement.

Risks

• The agreement includes a specific termination clause if the Board re-appoints any former director (from before the 2022 annual meeting) without majority Icahn Designee approval, which could lead to renewed governance disputes.
• Future disagreements could arise regarding the interpretation or implementation of the cooperation agreement's terms.

Future Outlook

The 2025 Agreement establishes a framework for corporate governance and shareholder relations, ensuring Icahn Group's board representation through the 2026 Annual Meeting and potentially into 2027, providing a degree of stability and predictability for the company's near-term strategic direction.

Industry Context

This filing reflects the ongoing trend of activist investor engagement in public companies, where significant shareholders like Carl Icahn seek to influence corporate strategy and governance through board representation and formal cooperation agreements. Such agreements aim to align shareholder and management interests and often follow periods of public or private negotiation.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides clarity on board composition and governance for the near term, potentially reducing uncertainty from activist campaigns and offering a structured approach to shareholder-management relations.
• Management/Board: Establishes a clear framework for cooperation with a significant activist shareholder, potentially streamlining decision-making processes and reducing the likelihood of immediate public disputes.

Next Steps

• The Issuer will nominate the Icahn Designees for election at the 2026 Annual Meeting of stockholders.
• The record date for the 2026 Annual Meeting will be established within thirty days of March 3, 2026.
• The 2026 Annual Meeting will be held, at which point the agreement's termination conditions will begin to apply.

Key Dates

Recommendation

The Amended and Restated Cooperation Agreement formalizes the ongoing relationship between Southwest Gas Holdings and the Icahn Group, ensuring continued board representation for Icahn's designees and imposing standstill provisions. This provides governance stability and reduces immediate uncertainty from activist pressure, but does not introduce new catalysts for significant upside or downside, warranting a 'hold' recommendation. Investors should monitor the company's operational performance and strategic initiatives under this governance structure.

Keywords

Southwest Gas Holdings, Icahn Capital, Carl Icahn, Shareholder Activism, Cooperation Agreement, Board of Directors, Corporate Governance, Schedule 13D, SWX