Southwest Gas Holdings, Inc. 8-K

What Happened

• Southwest Gas Holdings, Inc. (SWX) filed an 8‑K on January 9, 2026 stating its Audit Committee, after consulting management and PricewaterhouseCoopers LLP, concluded that certain unaudited condensed consolidated financial statements for 2025 should no longer be relied upon and will be restated. The affected periods are the three- and six-months ended June 30, 2025 and the three- and nine-months ended September 30, 2025.
• The errors relate to state income tax expense and deferred income taxes tied to not updating estimated future state apportionment rates after the Company sold shares of Centuri on May 22, 2025 (10,350,000 shares) and August 11, 2025 (18,823,500 shares), which caused income tax deconsolidation first for Arizona and later for other states (primarily California). The understatement totals about $27 million for the June periods and an incremental $8 million for the September periods (approximately $35 million in total). The restatement will be reflected in the Company’s 2025 Form 10‑K; PwC has not audited the preliminary restated amounts.

Key Details

• Audit Committee conclusion date: January 9, 2026; independent auditor consulted: PricewaterhouseCoopers LLP.
• Understatement of income tax expense and net deferred tax liabilities: ≈ $27M as of/for Q2 2025 and an additional ≈ $8M as of/for Q3 2025 (total ≈ $35M).
• Example (three months ended June 30, 2025): income tax expense reported $52.6M → restated $79.6M; net income attributable to SWX reported ≈ $(12.9)M → restated ≈ $(39.9)M (amounts in thousands as reported).
• The restatement does not affect previously reported revenues, operating margin, or cash flows; the Company states all required tax payments were made for impacted periods. Previously issued earnings releases, investor presentations or other communications covering the Restated Periods should no longer be relied upon.

Why It Matters

• For investors, the restatement changes reported net income for mid‑2025 quarters and reduces comparability with prior disclosures; it may affect analysis of profitability and any metrics tied to net income for those periods.
• Management will recast the affected periods in the 2025 Form 10‑K and has signaled that certain guidance (2025–2029 CAGRs) excludes potential regulatory and project impacts in Nevada, Arizona and Great Basin Gas Transmission — investors should watch the Form 10‑K for finalized restated figures and any further disclosure.