Southwest Gas deconsolidates Centuri after selling 18.8M shares; retains 30.9% equity stake

Southwest Gas Holdings, Inc.

Net proceeds of $353.9M from August 2025 secondary offering and private placement of Centuri common stock.
Remaining 30.9% interest in Centuri will be accounted for as equity method investment; Centuri results classified as discontinued ops.
Pro forma H1 2025 diluted EPS from continuing ops rises to $2.24 from $1.40, reflecting deconsolidation.
Estimated pre-tax deconsolidation gain of $378.1M; after-tax gain of $287.4M to be recorded in Q3 2025.
Pro forma total assets drop to $10.59B from $12.21B; long-term debt reduced by $890.6M to $3.96B.

item 9.01

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