Southwest Gas enters amended cooperation agreement with Icahn Group; extends standstill through 2026 meeting

Southwest Gas Holdings, Inc.

Company will nominate four Icahn designees (Evans, Linginfelter, Sharma, Teno) for election at 2026 annual meeting.
Standstill restrictions extended to later of 2026 annual meeting or Teno's board departure (with certain exceptions).
Board size capped at 11 without majority approval of Icahn designees; Strategic Transactions Committee includes three Icahn designees.
Acquisitions above $500M require committee approval; deadlocks resolved by Board or stockholder vote.
Provisions for potential Centuri spinoff: no Icahn Restricted Persons on Centuri board; pro rata distribution to Icahn Group.

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