{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-178542","form_type":"8-K","ticker":"SWX","cik":"0001692115","company_name":"Southwest Gas Holdings, Inc.","filed_at":"2025-08-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.684996+00:00","generated_at":"2026-05-17T14:40:46.258663+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Southwest Gas Holdings sells 17.25M Centuri shares for ~$356M, deconsolidates Centuri","bullets":["Sold 15M Centuri shares at $19.50 per share to underwriters; underwriters exercised option for additional 2.25M shares.","Concurrent private placement sold 1.5735M Centuri shares to Icahn-affiliated entities at same $19.50 price.","Net proceeds to Southwest Gas were ~$356M ($325M from offering + $31M private placement), earmarked for debt repayment and general corporate purposes.","After closing, Southwest Gas holds 30.9% of Centuri, losing controlling interest; Centuri financials will be deconsolidated and accounted for under equity method.","Centuri received none of the proceeds from either sale; all proceeds went to Southwest Gas."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-178542","json":"https://secwatch.observer/filing/0001193125-25-178542.json","markdown":"https://secwatch.observer/filing/0001193125-25-178542.md","text":"https://secwatch.observer/filing/0001193125-25-178542.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1692115/000119312525178542/0001193125-25-178542-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1692115/000119312525178542/d43113d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud","generated_at":"2026-05-17T14:40:46.258663+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}