SCHEDULE: Icahn Reduces Stake in Southwest Gas Holdings

Carl Icahn and affiliated entities have significantly reduced their beneficial ownership in Southwest Gas Holdings, Inc. to 8.38% after selling 1.5 million shares.

Summary

• Icahn Partners Master Fund LP and Icahn Partners LP, along with their affiliates, have filed an Amendment No. 12 to their Schedule 13D.
• The reporting persons collectively beneficially own 6,032,604 shares of Southwest Gas Holdings, Inc. Common Stock, representing approximately 8.38% of the outstanding shares.
• This percentage is based on 71,979,296 shares of Common Stock outstanding as of July 25, 2025, as disclosed by the Issuer.
• On September 25, 2025, Icahn Partners Master Fund LP sold 651,160 shares and Icahn Partners LP sold 848,840 shares, totaling 1,500,000 shares.
• All shares were sold at a price of $77.91 per share.
• Prior to these sales, the aggregate beneficial ownership was approximately 7,532,604 shares, representing about 10.46% of the outstanding Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a prominent activist investor significantly reducing their stake, which can be interpreted as a loss of confidence or a strategic exit from a portion of their position.

Negatives

• A significant reduction in beneficial ownership by a prominent activist investor like Carl Icahn may signal a decrease in confidence or a shift in investment strategy regarding Southwest Gas Holdings, Inc.

Risks

• The reduction in Icahn's stake could lead to a decrease in activist pressure on management, potentially impacting future strategic decisions or operational efficiencies.
• Market perception of reduced investor confidence could negatively affect the company's share price.
• The sale of a large block of shares could increase selling pressure on the stock in the short term.

Future Outlook

The filing does not contain any explicit forward-looking statements or guidance from the company or the reporting persons regarding future operations or financial performance.

Industry Context

This filing reflects a change in a significant activist investor's position within the utility sector. Activist investors like Carl Icahn often seek to influence corporate strategy, governance, or asset allocation. A reduction in their stake can be interpreted by the market as a signal regarding the perceived value or strategic direction of the company within its industry.

Stakeholder Impact

• Shareholders may react negatively to the news of a major activist investor reducing their stake, potentially leading to downward pressure on the stock price.
• The reduction in Icahn's influence might alter the dynamics of corporate governance and strategic decision-making within Southwest Gas Holdings.

Key Dates

Recommendation

The significant reduction in stake by Carl Icahn and his affiliates, selling 1.5 million shares at $77.91, suggests a potential shift in their investment thesis or a realization of gains. While this move by a prominent activist investor could be perceived negatively by the market, it does not inherently indicate fundamental deterioration of Southwest Gas Holdings. Investors should hold and monitor for further developments or company-specific news that might clarify the reasons behind Icahn's reduced position, rather than immediately selling based solely on this ownership change.

Keywords

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