Southwest Gas Holdings, Inc. 8-K

What Happened
Southwest Gas Holdings, Inc. (SWX) filed an 8-K reporting that Andrew Teno resigned from the company’s Board of Directors effective December 31, 2025. Mr. Teno had served on the Board since May 6, 2022 and said his resignation was to focus on other time commitments; he confirmed he has no disagreements with the company. The filing covers Items 5.02 (director departure) and 7.01 (public disclosure of the resignation statement).

Key Details

• Resignation effective date: December 31, 2025; Mr. Teno joined the Board May 6, 2022.
• The Icahn Group was the nominating party for Mr. Teno under an Amended and Restated Cooperation Agreement dated October 14, 2025.
• The Icahn Group has notified the company it does not currently intend to appoint a replacement designee; the Board intends to reduce its size from 11 to 10 members.
• Ruby Sharma is expected to replace Mr. Teno on the Board’s Strategic Transactions Committee; the company does not plan to replace him on the Compensation Committee at this time.

Why It Matters
This is a governance change that slightly reduces board size and shifts committee membership. Investors should note the Icahn Group’s continued contractual rights to designate board members (subject to share-ownership thresholds) and its current choice not to fill this seat. The filing also includes the company’s standard forward-looking statements caution; there were no reported disagreements between Mr. Teno and the company regarding operations, financials, policies, or practices.