Business Context and Reporting Period
Company: Southwest Gas Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2026
Event: Termination of a Material Definitive Agreement.
Financial Metrics
This filing does not contain financial performance data. No information regarding revenue, profit, cash flow, margins, debt, or liquidity is provided in this document.
Material Changes
On February 11, 2026, the Company and the "Icahn Group" (Carl C. Icahn and affiliated entities) mutually agreed to terminate the Amended and Restated Cooperation Agreement dated October 14, 2025. Consequently, all rights and obligations under that agreement were terminated.
Outlook, Management Commentary, and Risks
- Board Composition: Despite the termination of the Cooperation Agreement, directors Andrew W. Evans, Henry P. Linginfelter, and Ruby Sharma will remain on the Company's board of directors.
- Future Nominations: The Company expects to renominate these three directors for reelection at the 2026 annual meeting of stockholders, subject to the standard evaluation process.
- Reference: Details of the terminated agreement are incorporated by reference from the Form 8-K filed on October 14, 2025.
Key Facts for Investor Verification
- Confirm the full text of the terminated Cooperation Agreement filed as Exhibit 10.1 to the October 14, 2025, Form 8-K.
- Verify the status of the three directors (Evans, Linginfelter, Sharma) and their potential renomination for the 2026 annual meeting.
- Assess whether the termination of the Cooperation Agreement impacts any ongoing strategic initiatives or governance structures previously outlined in the October 2025 agreement.