Southwest Gas Holdings, Inc. 8-K

What Happened

• Southwest Gas Holdings, Inc. announced on February 11, 2026 that it and Carl C. Icahn and the persons and entities listed in the Cooperation Agreement (the “Icahn Group”) mutually agreed to terminate the Amended and Restated Cooperation Agreement dated October 14, 2025.
• As a result, all rights and obligations under that Cooperation Agreement were terminated and the agreement is of no further force or effect. The Company previously filed the full text of that Cooperation Agreement as Exhibit 10.1 to its October 14, 2025 Form 8-K.

Key Details

• Date of termination: February 11, 2026 (mutual agreement).
• Agreement terminated: Amended and Restated Cooperation Agreement, originally dated October 14, 2025.
• Directors named under the agreement—Andrew W. Evans, Henry P. Linginfelter and Ruby Sharma—will remain on the Company’s board and the Company expects to renominate each for reelection at the 2026 annual meeting, subject to its standard director evaluation process.
• The termination cancels all rights and obligations between the Parties under that Cooperation Agreement.

Why It Matters

• For investors, this ends the formal governance arrangement that had been put in place with the Icahn Group in October 2025. That may affect board dynamics and any coordinated plans contemplated under the agreement.
• The continued presence and expected renomination of the three nominated directors provides some continuity on the board, but future board composition will follow the Company’s usual nomination and election processes. The filing contains no financial figures or other transaction terms.