SCHEDULE: Southwest Gas Divests Entire Centuri Holdings Stake

Southwest Gas Holdings, Inc. has reported a complete divestiture of its beneficial ownership in Centuri Holdings, Inc., now holding 0.0% of common stock.

Summary

• Southwest Gas Holdings, Inc. (the "Reporting Person") has filed an Amendment No. 5 to Schedule 13G regarding its ownership in Centuri Holdings, Inc. (the "Issuer").
• The filing indicates that the Reporting Person no longer beneficially owns any shares of the Issuer's Common Stock, par value $0.01 per share.
• As of the event date, Southwest Gas Holdings, Inc. holds 0.00 shares, representing 0.0% of the class of securities.
• The event requiring this filing occurred on September 5, 2025, which is also the date the statement was signed.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While the filing is a factual report of a completed divestment, the exit of a significant shareholder could introduce uncertainty or selling pressure for Centuri Holdings, Inc. However, if this was part of a pre-announced strategic separation, it would be considered an expected, neutral event.

Positives

• For Centuri Holdings, Inc., the complete divestment by Southwest Gas Holdings, Inc. could remove a potential overhang on its stock, allowing for greater independent valuation and strategic flexibility.
• The clear reporting of 0% ownership provides transparency regarding the current ownership structure.

Negatives

• The complete exit of a significant shareholder like Southwest Gas Holdings, Inc. could be interpreted by some investors as a lack of long-term confidence in Centuri Holdings, Inc.'s prospects, potentially leading to selling pressure if the shares were divested into the open market.

Risks

• Potential for increased stock volatility in Centuri Holdings, Inc. if the market perceives the divestment negatively or if a large block of shares was sold, impacting supply and demand dynamics.
• Uncertainty regarding the reasons for the complete divestment by Southwest Gas Holdings, Inc. could lead to speculation among investors.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the future operations or financial performance of Centuri Holdings, Inc. or Southwest Gas Holdings, Inc. beyond the reported change in ownership.

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Catherine M. Mazzeo, Senior Vice President/Chief Legal, Safety and Compliance Officer and Corporate Secretary of Southwest Gas Holdings, Inc.

Industry Context

This filing reflects a change in the ownership structure of Centuri Holdings, Inc., potentially as a final step in a strategic separation or a routine portfolio adjustment by Southwest Gas Holdings, Inc. Such divestments can impact investor perception and market dynamics, particularly if the divesting entity was a significant strategic investor or parent company. The utility and infrastructure services sectors often see such ownership changes as companies streamline operations or spin off non-core assets.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure for a reporting person ceasing to hold a reportable beneficial ownership stake (below 5%) in an issuer. It aligns with SEC requirements for transparency in ownership changes.
• Similar divestments have been observed in the utility and infrastructure sectors, such as when utilities like Duke Energy or Southern Company have divested non-core subsidiaries or reduced stakes in spun-off entities to focus on regulated operations.

Stakeholder Impact

• **Shareholders of Centuri Holdings, Inc.:** May experience increased stock volatility or a shift in investor sentiment depending on the market's interpretation of Southwest Gas's complete exit. The removal of a major shareholder could also lead to a more dispersed ownership base.
• **Shareholders of Southwest Gas Holdings, Inc.:** The divestment signifies a completed transaction, potentially impacting Southwest Gas's balance sheet and strategic focus by shedding its stake in Centuri.

Next Steps

• No specific future actions or milestones are mentioned in this filing by either Centuri Holdings, Inc. or Southwest Gas Holdings, Inc. related to this ownership change.

Key Dates

Recommendation

This filing reports a factual change in beneficial ownership, with Southwest Gas Holdings, Inc. divesting its entire stake in Centuri Holdings, Inc. While the complete exit of a significant shareholder is a material event, the filing itself does not provide sufficient context (e.g., reasons for divestment, impact on Centuri's operations or financials) to warrant a strong 'buy' or 'sell' recommendation. Investors should 'hold' and await further information or context regarding the divestment, particularly if it was part of a larger strategic move like a spin-off, or if it signals a change in confidence. The immediate impact on share price will depend on market perception and the manner in which the shares were divested.

Keywords

Centuri Holdings, Southwest Gas Holdings, Schedule 13G, Beneficial Ownership, Divestment, Common Stock, SEC Filing, Ownership Change