# Southwest Gas Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Southwest Gas Holdings, Inc.](/companies/swx.md) (CIK 1692115)
- Form: 10-Q
- Filed: 2025-08-06
- Accepted by EDGAR: Aug 6, 2025, 08:14 ET
- Period: 2025-06-30
- Accession: 0001692115-25-000141
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1692115/000169211525000141/swx-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1692115/000169211525000141/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $657.7m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $1.19bn | us-gaap:CostOfGoodsAndServicesSold |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $95.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $295.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $71.6m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $143.9m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $52.6m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $80.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$12.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $101.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.18 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $1.40 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.18 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $1.40 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 72,088,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 72,195,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $417.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $407.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $89.1m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2025-06-30 | $355.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $1.43bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $12.21bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $1.41bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-06-30 | $4.40bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $28.1m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2025-06-30 | $260.0m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2025-06-30 | $3.67bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 58,727 characters.

Southwest Gas Holdings is a holding company that owns all of the shares of common stock of Southwest Gas; and until the Centuri IPO in April 22, 2024, all of the shares of common stock of Centuri. Consistent with the Company’s earlier determination to simplify the Company’s portfolio of businesses, the Company determined it would pursue a separation of Centuri. In April 2024, the Company and Centuri announced the completion of the Centuri IPO. The Company completed subsequent sales of Centuri stock in May, June, and July 2025. Following these sales, the Company owned 53.3% at June 30, 2025 and 52.1% at July 8, 2025 of Centuri. The Company intends to fully dispose of its ownership in Centuri in one or more disposition transactions, including by way of sales of its shares of Centuri common stock, one or more exchange offers for Company shares, or any combination thereof.

Our business includes Southwest Gas, which is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Southwest Gas is the largest regulated distributor of natural gas in Arizona and Nevada, and also distributes and transports natural gas for customers in portions of California. Additionally, through its subsidiaries, Southwest Gas operates two regulated interstate pipelines serving portions of Nevada and California. Southwest Gas makes investments in infrastructure to support customer demand associated with population growth and

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| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
| SOUTHWEST GAS CORPORATION | June 30, 2025 |

economic development activity, and the safe and reliable operation of its system through adherence to integrity management programs.

As of June 30, 2025, Southwest Gas had approximately 2,272,000 residential, commercial, industrial, and other natural gas customers, of which 1,220,000 customers were located in Arizona, 845,000 in Nevada, and 207,000 in California. Over the past twelve months, first-time meter sets were approximately 40,000, of which 23,000 were added in Arizona, 16,000 in Nevada, and 1,000 in California; compared to 40,000 during the twelve months ended June 30, 2024, of which 22,000 were located in Arizona, 16,000 in Nevada, and 2,000 in California. Residential and small commercial customers represented over 99% of the total customer base. During the twelve months ended June 30, 2025, 53% of operating margin (Regulated operations revenues less the net cost of gas sold) was earned in Arizona, 35% in Nevada, and 12% in California. During this same period, Southwest Gas earned 85% of its operating margin from residential and small commercial customers, 4% from other sales customers, and 11% from transportation customers. These patterns are expected to remain materially consistent for the foreseeable future.

Southwest Gas recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Operating margin is a financial measure defined by management as Regulated operations revenues less the net cost of gas sold. However, operating margin is not specifically defined in U.S. GAAP. Thus, operating margin is considered a non-GAAP measure. Management uses this financial measure because Regulated operations revenues include the net cost of gas sold, which is a tracked cost that is passed through to customers without markup under PGA mechanisms. Fluctuations in the net cost of gas sold impact revenues on a dollar-for-dollar basis, but do not impact operating margin or operating income. Therefore, management believes operating margin provides investors and other interested parties with useful and relevant information to analyze Southwest Gas’ financial performance in a rate-regulated environment. The principal factors affecting changes in operating margin are general rate relief (including impacts of infrastructure trackers) and customer growth. Public utility commission decisions on the amount and timing of relief may impact our earnings. Refer to the Summary Operating Results table below for a reconciliation of gross margin to operating margin, and refer to *Rates and Regulatory Proceedings,* in this MD&A, for details of various rate proceedings.

The demand for natural gas is seasonal, with greater demand in the colder winter months and decreased demand in the warmer summer months. All of Southwest Gas’ service territories have decoupled rate structures (alternative revenue programs), which are designed to eliminate the direct link between volumetric sales and revenue, thereby mitigating the impacts of weather variability and conservation on operating margin, allowing Southwest Gas to pursue energy efficiency initiatives. Nearly all of our customers, and resulting revenue and margin, are included as part of mechanisms that reduce the impact of weather and volume variability on our earnings.

Centuri is a strategic infrastructure services company that partners with regulated utilities to build and maintain the energy network that fuels millions of homes and businesses across the U.S. and Canada. With a commitment to serve as long-term partners to customers and communities, Centuri’s employees enable regulated utilities to safely and reliably deliver natural gas and electricity, as well as achieve their goals for environmental sustainability. Centuri operates through a family of complementary companies working together across different geographies to establish solid customer relationships and a strong reputation for a wide range of capabilities.

Utility infrastructure services activity can be impacted by changes in infrastructure replacement programs and capital budgets of utilities, weather, and local and federal regulation (including tax rates and incentives). Utilities continue to implement or modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in multi-year utility system replacement projects throughout the U.S. Likewise, there has been similar attention placed on electric grid modernization through national infrastructure legislation and related initiatives. Generally, Centuri revenues are lowest during the first quarter of the year due to less favorable winter weather conditions. Revenues typically improve as more favorable weather conditions occur during the summer and fall months. In cases of severe weather, such as following a regional storm, Centuri may be engaged to perform restoration activities related to above-ground utility infrastructure, and related results impacts are not solely within the control of management. In addition, in certain circumstances, such as with large bid contracts (especially those of a longer duration), or unit-price contracts with revenue caps, results may be impacted by differences between costs incurred and those anticipated when the work was originally bid. Work awarded, or failing to be awarded, by individual large customers can impact operating results.

All of our businesses may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, rising or sustained high interest rates, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources. Certain of these impacts may be more predominant in certain of our operations, such as with regard to fuel costs for work equipment and skilled/trade labor costs at Centuri.

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| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
| SOUTHWEST GAS CORPORATION | June 30, 2025 |

This MD&A of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto, as well as the MD&A, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in addition to the Risk Factors included in these documents as may be updated from time to time.

Executive Summary

**The items discussed in this Executive Summary are intended to provide an overview of the results of the Company’s, Southwest Gas’, and Centuri’s operations and are covered in greater detail in later sections of this MD&A.**

Summary Operating Results

*(In thousands, except per share amounts)*

| Contribution to net income | Period Ended June 30, Three Months 2025 | 2024 | Six Months 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Natural gas distribution | $33,677 | $27,594 | $176,619 | $163,419 |
| Utility infrastructure services | 5,771 | 5,054 | (14,197) | (31,176) |
| Corporate and administrative (1) | (52,331) | (14,315) | (61,435) | (26,173) |
| Net income | $(12,883) | $18,333 | $100,987 | $106,070 |
| Weighted average common shares | 72,088 | 71,839 | 72,050 | 71,784 |
| Basic earnings per share |  |  |  |  |
| Consolidated | $(0.18) | $0.26 | $1.40 | $1.48 |
| Natural Gas Distribution |  |  |  |  |
| Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure) |  |  |  |  |
| Utility Gross Margin | $140,480 | $122,777 | $427,864 | $379,585 |
| Plus: |  |  |  |  |
| Operations and maintenance (excluding Admin. & General) expense | 84,764 | 83,150 | 165,527 | 164,455 |
| Depreciation and amortization expense | 68,940 | 61,687 | 162,630 | 146,510 |
| Operating margin | $294,184 | $267,614 | $756,021 | $690,550 |

***(1)*** In connection with the sale of shares of Centuri stock during the second quarter, federal and certain state income tax deconsolidation occurred which resulted in an additional $45.4 million income tax expense during the three- and six-months ended June 30, 2025.

#### 2nd Quarter 2025 overview and other recent developments

Southwest Gas Holdings highlights include the following:

- Completed secondary public offerings and private placement resulting in net proceeds of $448.7 million, and in July 2025, completed an additional private placement resulting in proceeds of $22.0 million; collective net proceeds used to repay outstanding indebtedness
- Finished the second quarter of 2025 with approximately $356 million of cash on a consolidated basis; the Company no longer expects to issue equity in 2025
- Corporate and administrative expenses include $8.6 million in interest expense related to borrowings, $45.4 million in income tax expense related to Centuri common stock sales, and approximately $1.2 million in Centuri separation costs
- Replaced existing revolving credit facility, extending the maturity date to 2029

Natural gas distribution highlights include the following:

- Year-to-date gross margin of $427.9 million and operating margin of $756 million
- 40,000 first-time meters sets occurred over the past 12 months, resulting in a 1.8% growth rate
- Finished the quarter with over $323 million in cash (given collection of previously deferred purchased gas costs)
- $362.5 million capital investment year-to-date
- SB 417 signed into law allowing Southwest Gas to apply for alternative ratemaking in Nevada

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| SOUTHWEST GAS CORPORATION | June 30, 2025 |

- Great Basin successfully closed its 2028 expansion project binding open season with a potential incremental capacity of up to ~1.76 Bcf per day

Utility infrastructure services highlights include the following:

- Revenues of $724.1 million in the second quarter of 2025 reflect an increase of $52 million, or 8%, compared to the second quarter of 2024

Results of Natural Gas Distribution

Southwest Gas’ revenues and cost of gas sold, but not its profits, are affected by changes in the cost of natural gas included in customer rates from one period to another. Regulatory commissions have established mechanisms that allow Southwest Gas to adjust customer billing rates to reflect fluctuations in natural gas prices. When there is a difference between the current cost of gas and the amount recovered through rates, that difference is deferred. These deferred amounts are either refunded to or recovered from customers during periods approved by the regulatory commissions.

#### Quarterly Analysis

| (Thousands of dollars) | Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Regulated operations revenues | $396,318 | $510,093 |
| Net cost of gas sold | 102,134 | 242,479 |
| Operating margin | 294,184 | 267,614 |
| Operations and maintenance expense | 136,652 | 129,627 |
| Depreciation and amortization | 68,940 | 61,687 |
| Taxes other than income taxes | 23,250 | 21,228 |
| Operating income | 65,342 | 55,072 |
| Other income | 17,806 | 14,211 |
| Net interest deductions | 44,737 | 39,839 |
| Income before income taxes | 38,411 | 29,444 |
| Income tax expense | 4,734 | 1,850 |
| Contribution to consolidated results | $33,677 | $27,594 |

Results from natural gas distribution operations improved $6.1 million between the second quarters of 2025 and 2024. The increase was primarily due to an increase in Operating margin and Other income partially offset by increases in Operations and maintenance expense, Depreciation and amortization, and Net interest deductions.

Operating margin increased $26.6 million quarter over quarter primarily driven by combined rate relief across all our territories adding approximately $23.7 million of incremental margin. An additional $2.5 million was attributable to customer growth reflective of approximately 40,000 first-time meter sets added during the last twelve months.

Operations and maintenance expense increased $7.0 million, or 5%, between quarters. The increase was primarily attributable to increases in employee-related labor and benefit costs, including incentive compensation costs ($5 million), as well as external contractor and professional services expenses in various areas of the business. These increases were partially offset by reductions in leak survey and line locating expenses.

Depreciation and amortization expense increased $7.3 million, or 12%, between quarters, reflecting a $733.0 million, or 7%, increase in average gas plant in service since the corresponding second quarter of 2024, in addition to $1.2 million in higher amortization related to regulatory account balances. The increase in plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities, and new infrastructure.

Other income (which is net of other deductions) increased $3.6 million between quarters. The increase was primarily driven by a $4.5 million increase in values associated with COLI policies and a $1.6 million gain on the sale of certain miscellaneous assets. Partially offsetting the overall increase was a $3.3 million decrease in interest income. This decrease primarily reflects a reduction in carrying charges associated with regulatory account balances, notably, deferred purchased gas cost balances. As of June 30, 2025 these balances reflected a net liability position in each of Southwest Gas’ service territories. In contrast, the prior-year quarter reflected a net asset balance in our Arizona and California jurisdictions, contributing to higher interest income in that period. Interest is earned when balances are assets and interest expense is incurred when balances are liabilities.

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| SOUTHWEST GAS CORPORATION | June 30, 2025 |

Net interest deductions increased approximately $4.9 million in the second quarter of 2025, as compared to the prior-year quarter, primarily due to amounts incurred on the over-collected PGA balance.

Results of Natural Gas Distribution

#### Six-Month Analysis

| (Thousands of dollars) | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Regulated operations revenues | $1,142,734 | $1,563,026 |
| Net cost of gas sold | 386,713 | 872,476 |
| Operating margin | 756,021 | 690,550 |
| Operations and maintenance expense | 266,059 | 260,493 |
| Depreciation and amortization | 162,630 | 146,510 |
| Taxes other than income taxes | 47,011 | 44,131 |
| Operating income | 280,321 | 239,416 |
| Other income | 27,108 | 32,311 |
| Net interest deductions | 89,368 | 76,283 |
| Income before income taxes | 218,061 | 195,444 |
| Income tax expense | 41,442 | 32,025 |
| Contribution to consolidated results | $176,619 | $163,419 |

Results from natural gas distribution operations improved approximately $13.2 million between the first six months of 2025 and 2024. The improvement was primarily due to an increase in Operating margin, partially offset by increases in Operations and maintenance expense, Depreciation and amortization, and Net interest deductions, and a decrease in Other income.

Operating margin increased $65.5 million period over period primarily attributable to combined rate relief across all our service territories which added approximately $51.1 million of incremental margin. Approximately $7.6 million of incremental margin was attributable to customer growth, including approximately 40,000 first-time meter sets during the last twelve months. The combined impacts of increases in recovery/return associated with regulatory account balances ($5.9 million) and the variable interest expense adjustment mechanism in Nevada ($4.3 million) (for which amortization is recognized in interest expense), also resulted in incremental margin between comparable periods. Partially offsetting these impacts were changes in other miscellaneous revenue and revenue from customers outside of the decoupling mechanisms.

Operations and maintenance expense increased $5.6 million, or 2%, between periods. The increase was primarily attributable to increases in employee-related labor and benefit costs, including incentive compensation costs ($4 million), higher insurance costs ($2.3 million), and external contractor and professional services expenses. These increases, along with others, were partially offset by a reduction in leak survey and line locating activities.

Depreciation and amortization expense increased approximately $16.1 million, or 11%, between periods, reflecting a $736.0 million, or 7%, increase in average gas plant in service since the corresponding period of 2024, in addition to $5.9 million in higher amortization related to regulatory account balances noted above. The increase in plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities, and new infrastructure.

Other income (which is net of other deductions) decreased approximately $5.2 million primarily related to a decline in interest income of $7.3 million associated with a reduction in carrying charges on regulatory account balances, notably, deferred purchased gas cost balances. As of June 30, 2025 these balances reflected a net liability position in each of Southwest Gas’ service territories. In contrast, the prior-year quarter reflected a net asset balance in our Arizona and California jurisdictions, contributing to higher interest income in that period. Partially offsetting the decrease was a gain on the sale of certain miscellaneous assets ($1.6 million).

Net interest deductions increased $13.1 million in the first six months of 2025, as compared to the prior-year period, primarily due to increased interest on amounts incurred on the over-collected PGA balance, as well as the impacts of surcharges/surcredits and deferral activity related to a regulatory mechanism associated with Southwest Gas’ industrial development revenue bonds.

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| SOUTHWEST GAS CORPORATION | June 30, 2025 |

Results of Utility Infrastructure Services

#### Quarterly Analysis

| (Thousands of dollars) | Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Utility infrastructure services revenues | $724,052 | $672,075 |
| Operating expenses: |  |  |
| Utility infrastructure services expenses | 657,671 | 604,545 |
| Depreciation and amortization | 34,223 | 34,385 |
| Operating income | 32,158 | 33,145 |
| Other income (deductions) | 355 | 708 |
| Net interest deductions | 18,247 | 22,629 |
| Income before income taxes | 14,266 | 11,224 |
| Income tax benefit | 5,941 | 4,293 |
| Net income | 8,325 | 6,931 |
| Net income attributable to noncontrolling interests | 2,554 | 1,877 |
| Contribution to consolidated results | $5,771 | $5,054 |

Utility infrastructure services revenues increased $52.0 million, or 8%, in the second quarter of 2025 when compared to the prior-year quarter, driven primarily by increased electric utility infrastructure services revenues of $47.4 million and increased gas utility infrastructure services revenues of $4.6 million. The increase in electric utility infrastructure services revenues was primarily due to an increase in net volumes under existing customer MSAs and incremental bid work, offset by a decrease in emergency restoration services revenue of approximately $19.4 million and a planned decrease in offshore wind revenues of $12.7 million. The increase in gas utility infrastructure services revenues was primarily due to an increase in net volumes under existing customer MSAs, net of a decrease in bid revenue associated with timing of projects as certain bids were completed prior to the current year quarter and new projects in the current year’s quarter were in the earlier stages of ramping up.

Utility infrastructure services expenses increased $53.1 million, or 9%, in the second quarter of 2025 when compared to the prior-year quarter due primarily to a higher volume of infrastructure services provided. Operating margin in the second quarter of 2025 decreased as profitability was negatively affected by a $9.1 million increase in general and administration costs, which are included in total Utility infrastructure services expenses. The current quarter included $2.9 million in non-recurring costs, including costs incurred as part of the Centuri separation, with no such costs in the prior-year quarter. Incentive compensation primarily drove the remainder of the increase as general and administrative stock compensation increased $1.8 million from the prior-year quarter due to the timing of new grants, and the second quarter of 2024 included reversals of portions of incentive compensation due to the timing of terminations. Centuri also incurred incremental costs to operate as a standalone public company.

Gains on sale on equipment in the second quarter of 2025 and 2024 (reflected as an offset to Utility infrastructure services expenses) were approximately $0.2 million and $1.1 million, respectively.

The decrease in net interest deductions of $4.4 million between quarters was primarily due to a reduction in the average debt balance and a decrease in interest rates on outstanding variable-rate borrowings.

Income tax expense increased $1.6 million between quarters primarily due to an increase in pre-tax income in the second quarter of 2025.

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| SOUTHWEST GAS CORPORATION | June 30, 2025 |

Results of Utility Infrastructure Services

#### Six-Month Analysis

| (Thousands of dollars) | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Utility infrastructure services revenues | $1,274,133 | $1,200,098 |
| Operating expenses: |  |  |
| Utility infrastructure services expenses | 1,186,242 | 1,120,188 |
| Depreciation and amortization | 68,446 | 68,704 |
| Operating income | 19,445 | 11,206 |
| Other income (deductions) | (126) | 740 |
| Net interest deductions | 36,109 | 46,728 |
| Loss before income taxes | (16,790) | (34,782) |
| Income tax benefit | (464) | (5,308) |
| Net loss | (16,326) | (29,474) |
| Net income (loss) attributable to noncontrolling interests | (2,129) | 1,702 |
| Contribution to consolidated results | $(14,197) | $(31,176) |

Utility infrastructure services revenues increased $74.0 million, or 6%, in the first six months of 2025 when compared to the corresponding period in the prior-year, driven primarily by an increase in electric utility infrastructure services revenues of $99.5 million, partially offset by a decrease in gas utility infrastructure services revenues of $25.5 million. The increase in electric utility infrastructure services revenues was primarily due to an increase in volumes under MSAs and incremental bid work, partially offset by a decrease in emergency restoration services revenues of approximately $10.5 million and a planned decrease in offshore wind revenues of $35.1 million. The decrease in gas utility infrastructure services revenues was primarily due to a reduction in net volumes under existing customer MSAs in the first quarter caused in large part by adverse weather conditions and certain budgetary constraints, as well as bid project delays that impacted the second quarter of 2025.

Utility infrastructure services expenses increased $66.1 million, or 6%, between periods. The overall increase was primarily due to the higher volume of infrastructure services provided under MSAs. Operating margin increased in the current quarter due to more efficient utilization of fixed costs on higher revenue and higher margin on bid projects.

General and administrative costs included in total utility infrastructure services expenses increased approximately $7.7 million between comparative periods. The current year period included $4.6 million in separation-related costs and other non-recurring professional fees compared to $2.0 million in similar non-recurring costs in the prior-year period. Additionally, stock-based compensation and other incentive compensation drove an increase in payroll costs, partially offset by $5.4 million in severance within general and administrative costs in the prior-year period. Gains on sale of equipment (reflected as an offset to Utility infrastructure services expenses) were approximately $0.6 million and $2.0 million in the first six months of 2025 and 2024, respectively.

The decrease in net interest deductions of $10.6 million between periods was primarily due to a reduction in the average debt balance and a decrease in interest rates on outstanding variable-rate borrowings.

Income tax benefit decreased by $4.8 million between periods primarily due to reduced pre-tax income during the six-months ended June 30, 2025.

Rates and Regulatory Proceedings

Southwest Gas is subject to the regulation of the ACC, the PUCN, and the CPUC, and two of Southwest Gas’ subsidiaries are subject to regulation by the FERC.

#### Arizona Jurisdiction

*Arizona General Rate Case.* Southwest Gas filed its 2024 Arizona rate case application in February 2024, proposing an increase in revenue of approximately $126 million and a return on common equity of 10.15%, relative to a 50% target equity ratio, and a proposed twelve-month post-test year adjustment for non-revenue producing plant to reflect the continued significant capital investments in the state and to update rates to more closely align with Southwest Gas’ current level of operations and maintenance expense. The ACC’s final decision in March 2025 authorized an overall annual rate increase of

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| SOUTHWEST GAS CORPORATION | June 30, 2025 |

approximately $80.2 million, and a return on common equity of 9.84% relative to a 48.5% equity ratio. Southwest Gas’ proposals for the continuation of full revenue decoupling under the DCA mechanism and a property tax tracking mechanism were approved, but the proposed UGCE mechanism to address timelier recovery of the purchased gas cost portion of uncollectible customer accounts following write-off was ultimately withdrawn in favor of the historical regulatory treatment for uncollectible accounts and related expense. The legacy COYL program was discontinued; however, an application was filed requesting recovery of the associated outstanding revenue requirement of approximately $5.2 million for work through March 2025. Recovery of the outstanding COYL revenue requirement is requested over three years. Rates associated with the ACC’s decision became effective in March 2025, commensurate with the timing of the rate case order.

Initially included as part of the rate case application, Southwest Gas proposed the establishment of the SIM, a capital tracker designed to support required code and regulatory-related infrastructure replacements in Arizona, which was subsequently bifurcated from the rate case application. A settlement agreement supporting implementation of the SIM was reached with the majority of the parties, including a SIM surcharge effective April 1 each year subject to refund, to recover the revenue requirement associated with eligible plant placed in service by December 31 of the prior calendar year. The settlement considered by the ACC included a surcharge cap of $0.02 per therm, which represented approximately $150 million of annual SIM-related investment. Ultimately, the approved settlement included an amendment, limiting the annual SIM investment to $50 million. Other key provisions of the settlement remain unchanged.

*Delivery Charge Adjustment.* The DCA, or Arizona decoupling mechanism, as noted above, includes a filing each April, which along with other reporting requirements, contemplates a rate to return/recover the over- or under-collected margin tracker (decoupling mechanism) balance. The most recent filing was made in April 2025 to request a rate to address the under-collected balance of $40.7 million existing as of March 31, 2025. Consideration of the most recent request is anticipated in the third or fourth quarter of 2025. The existing rate, which became effective August 1, 2024, will remain in place until a decision is made regarding the most recent request.

*Tax Reform.* A TEAM was approved in Southwest Gas’ 2019 general rate case to timely recognize tax rate changes resulting from federal or state tax legislation following the TEAM implementation. In addition, the TEAM tracks and returns/recovers the revenue requirement impact of changes in amortization of EADIT, including that which resulted from 2017 U.S. federal tax reform, compared to the amount authorized in the most recently concluded general rate case. Following the inaugural surcredit rate establishment under the TEAM mechanism in December 2022, Southwest Gas filed subsequent TEAM rate applications, including a recent filing, which proposed to update the TEAM surcharge to recover approximately $5.2 million resulting from changes related to the amortization of EADIT. The proposed surcharge rate was approved and became effective June 1, 2025.

*PGA Modification*. On January 27, 2025, Southwest Gas filed a request to increase the GCBA adjustment to allow for a greater credit rate to be implemented more quickly in order to facilitate the return of the existing over-collected balance. Typical adjustments authorized by previous decisions limit the increase in the GCBA rate to $0.01 per month. The ACC approved Southwest Gas’ recent request to implement a credit rate of $0.08138 per therm effective April 1, 2025, which is expected to be in place for approximately one year and will terminate when the GCBA balance is reduced to less than $10 million.

#### Nevada Jurisdiction

*Nevada General Rate Case*. Southwest Gas filed its most recent general rate case in September 2023, updated with a certification filing primarily for plant placed in service, and incremental annual leak survey costs, through November 2023. Those updates resulted in an updated overall request of approximately $74 million. The PUCN issued a decision approving an annual increase in revenues of $59 million, approving the earlier proposed settlement, and authorizing a return on common equity of 9.5%, including the use of a hypothetical capital structure of 50% debt and 50% equity. Included in the settled items were: a continuation of full revenue decoupling; authority to continue tracking incremental annual leak survey costs in a regulatory asset; and refreshed depreciation rates somewhat lower than those proposed. New rates became effective in April 2024.

*General Revenues Adjustment.* The GRA, or Nevada decoupling mechanism, was affirmed as part of Southwest Gas’ most recently concluded general rate case and adjustments are included in the ARA filings intended to update rates to recover/return amounts associated with various regulatory mechanisms, including the GRA. Recovery of rates and adjustments thereto as part of the ARA primarily impact cash flows, but not net income overall. Rates for the GRA and other regulatory mechanisms relating to the November 2024 ARA filing, associated with balances as of September 30, 2024, became effective July 1, 2025.

*Line Locate Activity Expenses Application.* Southwest Gas filed an application with the PUCN for authority to establish regulatory accounting treatment for line locate activity expenses, allowing Southwest Gas to track the actual level of line locate costs in operation and maintenance expense and to record, in a regulatory asset or liability account, the difference between amounts incurred and the level established in the most recent general rate case. In July 2025, the PUCN approved regulatory accounting treatment of the line locate activity expenses, effective January 1, 2025. The proposal did not include carrying

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charges on the regulatory account balance in order to focus solely on stemming the financial attrition suffered in between rate cases related to this work. Amounts deferred in the regulatory asset will be considered in the next general rate case, where authority to continue regulatory accounting treatment must be requested.

*DEAA Modification*. Southwest Gas filed an application with the PUCN for approval to adjust the DEAA rates in excess of the maximum allowable adjustment of 2.5 cents per therm contemplated by the Nevada Revised Statutes given the significant over-collected balances of the PGA in both southern and northern Nevada. A stipulation was reached with the parties and approved by the PUCN providing for the implementation of a DEAA credit of $0.20000 per therm applicable to southern Nevada customers and a credit of $0.25000 per therm applicable to northern Nevada customers effective July 1, 2025. The next quarterly adjustment (effective October 1) is to be calculated consistent with the statutory cap range. The projected PGA balance for southern Nevada at November 30, 2025 is anticipated to be an over-collection of approximately $206 million and in northern Nevada the balance is anticipated to be an over-collection of approximately $41 million at November 30, 2025. These amounts represent reductions from the existing June 30, 2025 over-collected balances of $229.4 million and $53.5 million for southern and northern Nevada, respectively. This modification is expected to impact near-term liquidity at Southwest Gas when compared to earlier projections over 2025-2026 while modestly reducing interest expense on a net basis.

#### California Jurisdiction

*California General Rate Case.* Southwest Gas filed its most recent general rate case in September 2024 related to a future test year (2026), originally proposing a statewide revenue increase of approximately $49 million. Southwest Gas later updated its request to $43.7 million through supplemental testimony, requesting a revised revenue increase of $36.6 million for the southern California rate jurisdiction, a decrease of $2.8 million for the northern California rate jurisdiction, and an increase of $9.8 million for the South Lake Tahoe rate jurisdiction. The request is based on a capital structure consisting of 50% long-term debt and 50% common equity with a requested return on common equity of 11.35%, a modest increase compared to the 11.16% currently authorized. A continuation of Southwest Gas’ 2.75% PTY margin attrition adjustment for attrition years 2027 – 2030 is included, as well as continued use of the automatic trigger mechanism in lieu of annual cost of capital filings. Southwest Gas’ filing also includes a risk-based decision-making framework, proposing the continuation of the targeted pipe replacement program, the meter protection program, and COYL Program, along with the addition of a new annual leak survey program, collectively, under the IRRAM umbrella. Authority to establish a damage prevention cost balancing account to record and recover (or return) certain costs associated with damage prevention expenses, specifically those related to line locating activities, was also requested. Consolidation of Southwest Gas’ northern California and South Lake Tahoe rate jurisdictions into a single rate-making jurisdiction was also proposed. The Public Advocate's Office (Cal Advocates) filed direct testimony April 4, 2025 recommending a statewide revenue increase of approximately $26 million based on a capital structure consisting of 48% common equity and 52% long-term debt, as well as support for the continuation of the 2.75% PTY margin attrition adjustment as well as the automatic trigger mechanism. Cal Advocates also supported Southwest Gas’ proposed infrastructure investments under the IRRAM, though the level of overall investment was slightly lower than the amount proposed by Southwest Gas. As a result of constructive settlement discussions, Southwest Gas and Cal Advocates successfully reached a partial settlement and have agreed to litigate the outstanding issues, limited to capital structure, return on equity and the resultant overall rate of return. The limited-issue hearing was held on July 29, 2025 with a final decision anticipated in the fourth quarter of 2025, and new rates expected to be effective in January 2026.

*Attrition Filing.* Following the 2021 implementation of rates approved as part of the previous general rate case, the continuation of annual PTY margin attrition increases of 2.75% began in January 2022. The most recent annual margin attrition increase was also inclusive of adjustments related to the amortization of EADIT. The cumulative impact resulted in an annual increase of $7.3 million effective January 2025 for Southwest Gas’ combined southern California, northern California, and South Lake Tahoe rate jurisdictions. The PTY increase of $3.6 million associated with the North Lake Tahoe Lateral revenue requirement became effective February 1, 2025.

#### FERC Jurisdiction

*General Rate Case.* Great Basin, a wholly owned subsidiary of Southwest Gas, filed a notice of a change in rates (pursuant to applicable regulations) on March 6, 2024, requesting that rates for its natural gas service subject to the filing be made effective April 6, 2024. The FERC, however, suspended the case for a five-month period, which allowed rates to go into effect, subject to refund, on September 6, 2024. The filing included a request to continue a term-differentiated rate structure, which was adopted as part of Great Basin’s previous general rate case, to provide an overall annual revenue increase of approximately $13 million, and a return on equity of 11.95% and a capital structure of 50% long-term debt and 50% common equity. A primary driver of the increase was approximately $99 million of capital investments, much of which was placed in service by the end of the August 31, 2024 test year. An all-party settlement was reached recommending approval of a $9.6 million revenue increase based on a 9.76% pretax rate of return. Rate base increased to approximately $191 million, a 41% increase over the previously authorized $135.5 million. The settlement was filed with the FERC for final consideration in December 2024, and a Letter

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Order was issued in March 2025, approving the uncontested settlement. Since no party requested reconsideration, the Letter Order became effective April 2, 2025 and refund amounts in excess of the base tariff rates established in the settlement were issued timely.

*2028 Expansion Project.* In response to inquiries related to available capacity and changing market needs, Great Basin posted notice of a Binding Open Season for a 2028 system expansion. The Binding Open Season, initially scheduled from January 28, 2025 through April 30, 2025 to determine the level of interest of existing and potential shippers for new or additional firm transportation service, was extended through June 2025 to allow for consideration of alternative in-service date requests as part of the bids, and resulted in a potential incremental capacity of up to ~1.76 Bcf of demand per day.

PGA Filings

The rate schedules in all of Southwest Gas’ service territories contain provisions that permit adjustment to rates as the cost of purchased gas changes. These deferred energy provisions and purchased gas adjustment clauses are collectively referred to as “PGA” clauses. Differences between gas costs recovered from customers and amounts paid for gas by Southwest Gas result in over- or under-collections. Balances are recovered from, or refunded to, customers on an ongoing basis with interest. As of June 30, 2025, over-collections in each of Southwest Gas’ service territories resulted in a liability of approximately $349 million. The over-collected balances in the table below reflect the impacts related to specific recovery rates under existing mechanisms, which have exceeded the cost of recent gas supply purchases by Southwest Gas.

Filings to change rates in accordance with PGA clauses are subject to audit by state regulatory commission staffs. The operation of the mechanism in California is typically the most responsive to changes in gas supply costs, and maximum rate adjustments for the earlier build-up (positive or negative) apply to Nevada and Arizona; however, refer to the *PGA Modification* discussion above related to Arizona and the *DEAA Modification* in Nevada. PGA changes impact cash flows but have no direct impact on operating margin. However, gas cost deferrals and recoveries can impact comparisons between periods of individual consolidated income statement components. These include Regulated operations revenues, Net cost of gas sold, Net interest deductions, and Other income (deductions).

The following table presents Southwest Gas’ outstanding PGA balances receivable/(payable):

| (Thousands of dollars) | June 30, 2025 | December 31, 2024 | June 30, 2024 |
| --- | ---: | ---: | ---: |
| Arizona | $(64,332) | $(46,980) | $31,510 |
| Nevada | (282,944) | (195,279) | (121,323) |
| California | (1,755) | 13,937 | 8,267 |
|  | $(349,031) | $(228,322) | $(81,546) |

Capital Resources and Liquidity

Historically, cash on hand and cash flows from operations have provided a substantial portion of cash used in investing activities (primarily for construction expenditures and property additions). In recent years, Southwest Gas has undertaken substantial pipe replacement activities to fortify system integrity and reliability, including on an accelerated basis in association with certain gas infrastructure replacement programs. This activity has necessitated the issuance of both debt and equity securities to supplement cash flows from operations, before cash reserves built up at the utility in more recent periods, including from collections under the PGA mechanisms. Southwest Gas Holdings and Southwest Gas’ capitalization strategy is to maintain an appropriate balance of equity and debt to preserve investment-grade credit ratings, which help minimize interest costs. Investment-grade credit ratings have been maintained by Southwest Gas Holdings and Southwest Gas. There have been no changes to Southwest Gas Holdings’ or Southwest Gas’ ratings by Standard & Poor’s Ratings Services, Moody’s Investors Service, or Fitch Ratings from those included in the Annual Report on Form 10-K for the year ended December 31, 2024, except that Fitch Ratings adjusted its Issuer ratings outlook for Southwest Gas Holdings’ from Negative to Stable.

#### Cash Flows

Southwest Gas Holdings, Inc.:

*Operating Cash Flows.* Cash flows provided by consolidated operating activities decreased $432.7 million in the first six months of 2025 as compared to the same period of 2024. The decrease was primarily driven by the substantial reduction of collection of previously deferred purchased gas costs for Southwest Gas. Recovery rates were in place to collect the earlier

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build-up of PGA balances, which are collectively now in a liability position. The remaining difference reflects the impacts of changes in other components of working capital overall.

*Investing Cash Flows.* Cash flows used in investing activities decreased $29.9 million in the first six months of 2025 as compared to the same period of 2024. The decrease was driven by reduced outflows for construction expenditures and property additions in the first six months of 2025 compared to the same period of 2024, partially offset by a reduction in proceeds received from the sale of other property as compared to 2024.

*Financing Cash Flows.* Cash flows from consolidated financing activities decreased $99.0 million in the first six months of 2025 as compared to the same period of 2024. The decrease included a prepayment on Southwest Gas Holdings’ term loan of $325.0 million and an approximately $95.0 million (net of borrowings) paydown on its revolving credit facility utilizing proceeds from the completion of the Company’s secondary public offerings and private placement sales of the Company’s Centuri stock of $448.7 million. Additionally, in 2024, net financing activities included Centuri’s redemption of the remaining redeemable noncontrolling interest in Linetec for $92.0 million, as well as proceeds received from the Centuri IPO in 2024 of $330.3 million. The remaining difference was primarily due to lower borrowing activity in 2025 and increased repayments under Centuri’s revolving credit and term loan facility.

Corporate and administrative expenses/outflows for Southwest Gas Holdings in the first six months of 2025 overall primarily include interest paid on outstanding borrowings.

The capital requirements and resources of the Company generally are determined independently for the individual business segments. Each business segment is generally responsible for securing its own debt financing sources. However, the holding company may raise funds through equity issuances or other external financing sources in support of each business segment.

Southwest Gas Corporation:

*Operating Cash Flows.* Cash flows provided by operating activities decreased approximately $492.4 million in the first six months of 2025 as compared to the same period of 2024 primarily attributable to the substantial reduction in collection of deferred purchased gas costs (as discussed above), in addition to reflecting cash flows from other working capital changes overall.

*Investing Cash Flows.* Cash used in investing activities decreased $21.8 million in the first six months of 2025 as compared to the same period of 2024. Outflows for capital expenditures decreased by $28.9 million between periods, partially offset by greater inflows from the sale of property in 2024 compared to 2025. See also *Natural Gas Distribution Segment Construction Expenditures, Debt Maturities, and Financing* below.

*Financing Cash Flows.* Net cash used in financing activities increased $11.2 million in the first six months of 2025 as compared to the same period of 2024, primarily due to an increase in dividends paid between periods.

#### Natural Gas Distribution Segment Construction Expenditures, Debt Maturities, and Financing

During the six-month period ended June 30, 2025, construction expenditures for the natural gas distribution segment were $362.5 million. These expenditures are associated with new construction and other general plant additions, in addition to the replacement of existing transmission and distribution pipeline facilities to fortify system integrity and reliability.

Management estimates natural gas segment construction expenditures during the three-year period ending December 31, 2027 will be approximately $2.6 billion. Of this amount, approximately $880.2 million is expected to be incurred during calendar year 2025. Southwest Gas plans to continue to request regulatory support to undertake projects, or to accelerate projects as necessary for the improvement of system flexibility and reliability, or to expand, where relevant, to unserved or underserved areas. Southwest Gas may expand existing, or initiate new, programs. Significant replacement activities are expected to continue well beyond the next few years. See also *Rates and Regulatory Proceedings*. During that same three-year period, cash flows from operating activities of Southwest Gas are expected to provide approximately 74% of the funding for gas operations of Southwest Gas and total construction expenditures and dividend requirements. Any additional cash requirements, including construction-related, and any paydown or refinancing of debt, are expected to be provided by existing credit facilities, parent equity contributions, and/or other external financing sources. The timing, types, and amounts of additional external financings will be dependent on a number of factors, including the cost of gas purchases, conditions in capital markets, timing and amount of rate relief, timing and amount of surcharge collections from, or amounts returned to, customers related to regulatory mechanisms and programs, maturities of long-term debt instruments, as well as growth levels in Southwest Gas’ service areas and earnings. External financings may include the issuance of debt securities, bank and other short-term borrowings, and other forms of financing. Southwest Gas has $75.0 million of long-term debt maturing in 2026, but no debt maturities in 2025.

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#### Dividend Policy

Dividends are payable on the Company’s common stock at the discretion of the Board. In setting the dividend rate, the Board considers, among other factors, current and expected future earnings levels, our ongoing capital expenditure plans, expected external funding needs, our payout ratio, and our ability to maintain investment-grade credit ratings and liquidity. The Company has paid dividends on its common stock since 1956. In February 2025, the Board determined to maintain the quarterly dividend at $0.62 per share, effective with the June 2025 payment. Although no assurances can be provided on our future dividend payments, the Board currently intends to reevaluate the dividend upon the completion of the Centuri separation, and it is anticipated that we will pay a dividend at a level consistent with industry peers.

#### Liquidity

Several factors (some of which are out of the control of the Company) that could significantly affect liquidity in the future include: activities from the planned separation of Centuri, variability of natural gas prices, changes in ratemaking policies of regulatory commissions, regulatory lag, customer growth in the natural gas distribution segment, the ability to access and obtain capital from external sources, interest rates, income tax laws and changes thereto, pension funding requirements, inflation, and the level of earnings. Natural gas prices and related gas cost recovery rates, as well as plant investment, have historically had the most significant impact on liquidity.

On an interim basis, Southwest Gas defers over- or under-collections of gas costs to PGA balancing accounts. In addition, Southwest Gas uses this mechanism to either refund amounts over-collected or recoup amounts under-collected as compared to the price paid for natural gas during the period since the last PGA rate change went into effect. At June 30, 2025, the PGA balance was an over-collection of $349.0 million and Southwest Gas’ substantial cash balance of $323.0 million will be used to provide refunds to customers over future periods along with its credit facilities. See **PGA Filings** for more information.

Southwest Gas Holdings entered into a new $300 million revolving credit agreement that matures in August 2029, replacing Southwest Gas Holdings’ existing $300 million credit facility that was set to expire in December 2026. This facility is intended for short-term financing needs. At June 30, 2025, $35.0 million was outstanding under this facility.

In August 2024, Southwest Gas Holdings entered into a $550 million term loan that had been set to mature in July 2025. In June 2025, Southwest Gas Holdings entered into a second amended and restated term loan credit agreement, extending the maturity date to June 2026. In addition, prior to the execution of the amendment, Southwest Gas Holdings prepaid a portion of the indebtedness, decreasing the balance from $550 million to $225 million at June 30, 2025.

Southwest Gas has a revolving credit facility with a borrowing capacity of $400 million, which is set to expire in August 2029. Southwest Gas designates $150 million of capacity under the facility for long-term borrowing needs and the remaining $250 million for working capital purposes. In June 2025, Southwest Gas amended this revolving credit agreement, which among other things, added a swingline loan sub-facility in an aggregate principal amount at any time outstanding not to exceed $30 million. There was no activity on either the long-term or short-term portions of the existing facility during the six-month period ending June 30, 2025. Additionally, at June 30, 2025, no borrowings were outstanding on either the long-term or short-term portions of the existing facility. The credit facility can be used as necessary to meet liquidity requirements, including temporarily financing under-collected PGA balances, or meeting the refund needs of over-collected balances. The credit facility in place has generally been adequate for Southwest Gas’ working capital needs outside of funds raised through operations and other types of external financing. Any additional cash requirements could include utilization of the credit facility, equity contributions from the Company, and/or other external financing sources.

Southwest Gas has a $50 million commercial paper program. Any issuance under the commercial paper program is supported by Southwest Gas’ revolving credit facility and, therefore, does not represent additional borrowing capacity. Any borrowing under the commercial paper program is designated as long-term debt. Interest rates for the commercial paper program are calculated at the current commercial paper rate during the borrowing term. At June 30, 2025, there were no borrowings outstanding under this program.

Centuri had a $1.545 billion secured revolving credit and term loan multi-currency facility. The capacity of the line of credit was $400 million, with related amounts borrowed and repaid being generally available to be re-borrowed; the term loan facility had a limit of $1.145 billion. The term loan facility was set to expire on August 27, 2028 and the revolving credit facility was set to expire on August 27, 2026. In July 2025, Centuri amended its second amended and restated credit agreement, which among other things, updated the change in control provision to permit Southwest Gas Holdings to dispose of its ownership in Centuri below 51% without triggering an event of default, refinanced and replaced in full the existing term loan facility with an $800 million term loan facility with a maturity date of July 9, 2032, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans. In addition, the senior secured revolving credit facility increased from $400 million to $450 million, and extended the maturity date of the senior

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secured revolving credit facility from August 27, 2026 to July 9, 2030. This multi-currency facility allows the borrower to request loan advances in either Canadian or U.S. dollars. The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of Centuri, substantially all of the tangible and intangible personal property of each borrower, certain of their direct and indirect subsidiaries, and all products, profits, and proceeds of the foregoing. Centuri assets securing the facility at June 30, 2025 totaled $2.4 billion. The maximum amount outstanding on the combined facility during the first six months of 2025 was $878.6 million. As of June 30, 2025, $172.2 million was outstanding on the revolving credit facility, in addition to $706.4 million that was outstanding on the term loan portion of the facility. Also at June 30, 2025, there was approximately $171.4 million, net of letters of credit, available for borrowing under the line of credit.

In April 2024, Centuri successfully completed the Centuri IPO. In May 2025, and again in June 2025, the Company and Centuri completed secondary public offerings of Centuri common stock owned by the Company. The Company also completed a private placement of Centuri stock owned by the Company as part of the May 2025 transaction. As of June 30, 2025, the Company owned approximately 53.3% of the outstanding shares of Centuri common stock. In July 2025, the Company closed on an additional private placement offering, resulting in the Company owning 52.1% of Centuri. The Company intends to fully dispose of its ownership in Centuri in one or more disposition transactions, including by way of sales of its shares of Centuri common stock, one or more exchange offers for Company shares, or any combination thereof.

#### Critical Accounting Policies and Estimates

As of June 30, 2025, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in the MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024.

## Market risk

As filed, 238 characters.

See **Item 7A. Quantitative and Qualitative Disclosures about Market Risk** in the 2024 Annual Report on Form 10-K filed with the SEC. No material changes have occurred related to the disclosures about market risk since December 31, 2024.

## Controls and procedures

As filed, 2,081 characters.

Management of Southwest Gas Holdings, Inc. and Southwest Gas has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in their respective reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to management of each company, including each respective Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and benefits of controls must be considered relative to their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the control. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Based on the most recent evaluation, as of June 30, 2025, management of Southwest Gas Holdings, Inc. and Southwest Gas, including the Chief Executive Officer and Chief Financial Officer, believes the Company’s and Southwest Gas’ disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.

There have been no changes in the Company’s or Southwest Gas’ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2025 that have materially affected, or are likely to materially affect the Company’s internal control over financial reporting.

Filed Aug 6, 2025.
Source: SEC EDGAR, the filing index for accession 0001692115-25-000141. Last ingested by Listed: Nov 4, 2026, 08:38 ET. No prices; not investment advice.