false 0001692115 0001692115 2022-04-28 2022-04-28 0001692115 us-gaap:CommonStockMember 2022-04-28 2022-04-28 0001692115 swx:PreferredStockPurchaseRightsMember 2022-04-28 2022-04-28





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 28, 2022




(Exact name of registrant as specified in its charter)




Delaware   001-37976   81-3881866

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


8360 S. Durango Dr.
Post Office Box 98510
Las Vegas, Nevada
(Address of principal executive offices)


(Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


(Title of class)






on which registered)

Southwest Gas Holdings, Inc. Common Stock, $1 par value   SWX   New York Stock Exchange
Preferred Stock Purchase Rights   N/A   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01.

Regulation FD Disclosure.

On April 28, 2022, Southwest Gas Holdings, Inc. (the “Company”) made available to investors a set of frequently asked questions (the “FAQs”) with respect to the decision of its Board of Directors to review strategic alternatives for the Company to maximize stockholder value. A copy of the FAQs are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

This information, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained herein, on the Company’s website and in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.






99.1    Frequently Asked Questions with respect to the Board’s Decision to Review Strategic Alternatives
104    Cover Page formatted in Inline XBRL


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Gregory J. Peterson

Date: April 28, 2022       Gregory J. Peterson
      Senior Vice President/Chief Financial Officer
Southwest Gas (NYSE:SWX)
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