SCHEDULE: Icahn Reduces Southwest Gas Holdings Stake Below 5%

Carl Icahn and affiliated entities have reduced their beneficial ownership in Southwest Gas Holdings, Inc. to 4.99%, ceasing to be a greater than 5% shareholder.

Summary

• Icahn Partners Master Fund LP and Icahn Partners LP, along with their affiliates, collectively reduced their beneficial ownership in Southwest Gas Holdings, Inc.
• Their aggregate holdings now stand at 3,600,000 shares of Common Stock, representing approximately 4.99% of the Issuer's outstanding shares.
• This reduction means the Reporting Persons are no longer beneficial owners of more than five percent of the shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
• The shares outstanding used for calculation were 72,183,903 as of November 21, 2025, as disclosed by the Issuer.
• Transactions between January 22, 2026, and January 29, 2026, included multiple open market and block sales by Icahn Partners LP and Icahn Partners Master Fund LP, with prices ranging from $82.51 to $84.24 per share.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a moderately negative development. While it removes potential activist friction, the exit of a major activist like Icahn often signals a lack of perceived near-term upside or a shift in strategic focus, which can weigh on investor sentiment.

Positives

• The reduction in Icahn's stake could potentially reduce perceived activist pressure on Southwest Gas Holdings, allowing management to focus on long-term strategic plans without immediate shareholder battles.

Negatives

• Carl Icahn, a prominent activist investor, reducing his stake below the 5% threshold often signals a diminished conviction in the company's short-to-medium term upside or a shift in strategic focus for the activist.
• The sale of over 1.16 million shares in a short period could exert downward pressure on the stock price.
• The departure of a significant activist investor might remove a catalyst for potential corporate actions or governance improvements that could have unlocked shareholder value.

Risks

• The exit of a major activist investor like Carl Icahn could be interpreted by the market as a loss of confidence, potentially leading to negative sentiment and downward pressure on the stock price.
• Without the influence of a significant activist shareholder, the company's management might face less external pressure to implement value-enhancing strategies or improve operational efficiency.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Southwest Gas Holdings, Inc. It primarily details a change in beneficial ownership by the Icahn entities.

Industry Context

StockSavvy.ai notes that the reduction of a significant activist stake, particularly from a prominent investor like Carl Icahn, can be a notable event in the utility sector. While it may signal a decrease in immediate pressure for strategic changes, it could also remove a potential catalyst for value creation that activist investors often bring. The utility sector is generally stable, and such exits can sometimes lead to a period of less volatility or, conversely, a search for new catalysts.

Comparison to Industry Standards

• The exit of a major activist investor like Carl Icahn from a utility company like Southwest Gas Holdings, Inc. is not uncommon in the broader market, as activist campaigns often have defined timelines or objectives.
• Compared to other activist campaigns, Icahn's involvement with Southwest Gas has seen significant developments, including a proxy fight and board representation, which is typical for high-profile activist engagements.
• The decision to reduce the stake below 5% suggests that the Icahn group may have achieved certain objectives or decided to reallocate capital, a common practice among activist funds.

Stakeholder Impact

• Shareholders: May experience negative sentiment and potential downward pressure on share price due to the activist's reduced stake. The absence of a major activist could also mean less pressure for immediate value-unlocking initiatives.
• Management: May face reduced external pressure from a significant activist shareholder, potentially allowing for more stable long-term planning, but also potentially less external impetus for performance improvement.

Next Steps

• The Reporting Persons are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.

Key Dates

Recommendation

While the exit of a major activist like Icahn can be a negative signal, Southwest Gas Holdings, Inc. operates in a stable utility sector. The immediate impact might be negative sentiment, but the underlying business fundamentals remain. A 'hold' recommendation allows investors to observe how the company performs without the activist influence and assess any new strategic directions or catalysts that may emerge.

Keywords

Southwest Gas Holdings, SWX, Carl Icahn, Icahn Capital, Schedule 13D/A, Beneficial Ownership, Share Sale, Activist Investor, Stake Reduction, Utility Sector