Washington, D.C. 20549

 

Form

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31,

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obation of the rtrant under any of the following provisions:

 

 

 

 

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

 

Indicate by check mark whether the registrant is an emerging growth compa as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 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. ☐

 

 

 

On November 5, 2025, Southwest Gas Holdings, Inc. (the “Company”) announced that Robert J. Stefani, the Senior Vice President/Chief Financial Officer of the Company and Southwest Gas Corporation (“Southwest Gas,” and together with the Company, the “Companies”) and the Companies agreed that Mr. Stefani will no longer serve as Senior Vice President/Chief Financial Officer of the Companies, effective December 1, 2025 or such earlier date that Mr. Stefani’s employment ends (the last day of Mr. Stefani’s employment, the “Separation Date”). Mr. Stefani will be pursuing new opportunities upon his departure, and Mr. Stefani’s departure is not a result of any disagreement with the Companies’ independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls. The Companies thank Mr. Stefani for his significant contributions during a transformational period as the Company separated from Centuri Holdings, Inc. and became a fully regulated natural gas utility business. The board of directors of the Company has initiated an internal and external search process to identify Mr. Stefani’s successor.

On October 31, 2025, the Companies and Mr. Stefani entered into a Transition, Separation and General Release Agreement (the “Separation Agreement”), effective November 8, 2025 (the “Effective Date”), pursuant to which he will continue to serve in his current capacity until the Separation Date. Under the Separation Agreement, Mr. Stefani will receive cash payments in the aggregate amount of $1,568,400 and the vesting of Mr. Stefani’s performance-based restricted stock units will be prorated through December 1, 2025. The payments to be made to Mr. Stefani under the Separation Agreement are otherwise consistent with those that would have been due under his previously disclosed employment agreement if the Separation Date occurred prior to November 21, 2025.

Mr. Stefani’s consideration payable pursuant to the Separation Agreement (the “Separation Consideration”) is conditioned upon his (i) signing and not revoking the Certificate of Reaffirmation of the Separation Agreement (the “Certificate”), (ii) complying with the Separation Agreement and the Certificate at all times, and (iii) continued service with the Companies in good standing through the Separation Date, provided, however, that if the Company terminates Mr. Stefani’s employment before the Separation Date for any reason other than for Cause (as defined in that certain Change in Control Agreement by and between the Company and Employee, effective as of October 31, 2022), then Mr. Stefani shall still be entitled to all of the Separation Consideration.

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.