Corvex (NYSE: SWX) reports 4.99% Southwest Gas stake at $218M cost

Rhea-AI Filing Summary

Corvex Management LP and Keith Meister report beneficial ownership of 3,618,161 shares of Southwest Gas Holdings, Inc. common stock, representing 4.99% of the company’s outstanding shares.

The shares were purchased for approximately $218.3 million using working capital of Corvex-managed funds, and the investors note they ceased to be beneficial owners of more than five percent of the shares on May 6, 2026, based on 72,374,873 shares outstanding as of May 1, 2026.

Insights

Activist and governance analyst

Corvex now reports a sub‑5% Southwest Gas stake, signaling reduced formal influence but continued sizable investment.

Corvex Management and Keith Meister disclose ownership of 3,618,161 Southwest Gas shares, or 4.99% of outstanding stock, purchased for about $218,295,069. This remains a meaningful position but sits just below the 5% threshold that typically triggers full Schedule 13D status.

The filing states they ceased to be beneficial owners of more than five percent on May 6, 2026, using an outstanding share count of 72,374,873 from a recent Form 10‑Q. The change affects their formal reporting category more than it clearly signals strategy, so the update is best viewed as administratively important but directionally neutral.

Key Figures

Shares beneficially owned: 3,618,161 shares Ownership percentage: 4.99% Total purchase price: $218,295,069 +2 more

5 metrics

Shares beneficially owned 3,618,161 shares Southwest Gas common stock reported by Corvex and Keith Meister

Ownership percentage 4.99% Portion of Southwest Gas outstanding common shares

Total purchase price $218,295,069 Aggregate cost of 3,618,161 Southwest Gas shares

Shares outstanding 72,374,873 shares Southwest Gas shares outstanding as of May 1, 2026

Beneficial ownership threshold date May 6, 2026 Date they ceased to be beneficial owners of more than 5%

Key Terms

beneficial owner, Schedule 13D, working capital, margin accounts, +1 more

5 terms

beneficial owner financial

"Corvex may be deemed to be the beneficial owner of 3,618,161 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"This Amendment No. 2 ("Amendment No. 2") supplements the information set forth in the dated October 23, 2023"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

working capital financial

"The Reporting Persons used the working capital of the Corvex Funds to purchase the 3,618,161 Shares"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin accounts financial

"Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds"

A margin account is a brokerage account that lets an investor borrow money from the broker to buy more securities than they could with cash alone, using the securities in the account as security for the loan. Think of it like a mortgage for stock purchases: borrowing increases potential gains but also magnifies losses, can trigger a forced sale if the account falls below required limits, and carries interest costs—factors investors must manage carefully.

limited partners financial

"The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner"

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Southwest Gas Holdings, Inc.

(Name of Issuer)

Common Stock, par value $1 per share

(Title of Class of Securities)

844895102

(CUSIP Number)

Keith Meister/Patrick Dooley
Corvex Management LP, 667 Madison Avenue
New York, NY, 10065
(212) 474-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 844895102

1

Name of reporting person

Corvex Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,618,161.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,618,161.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,618,161.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 844895102

1

Name of reporting person

Keith A. Meister

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,618,161.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,618,161.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,618,161.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1 per share
(b)	Name of Issuer: Southwest Gas Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 8360 S. Durango Drive, Las Vegas, NEVADA , 89113.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") supplements the information set forth in the Schedule 13D dated October 23, 2023, and as amended by Amendment No. 1 on May 28, 2025, filed by Corvex Management LP ("Corvex") and Keith Meister ("Mr. Meister", and together with Corvex, the "Reporting Persons") with the United States Securities and Exchange Commission (the "Schedule 13D") relating to the shares of common stock, par value $1 per share (the "Shares"), of Southwest Gas Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated in its entirety as follows: The Reporting Persons used the working capital of the Corvex Funds to purchase the 3,618,161 Shares reported herein. The total purchase price for the Shares reported herein was approximately $218,295,069. Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
Item 5.	Interest in Securities of the Issuer
(a)	Corvex may be deemed to be the beneficial owner of 3,618,161 Shares, which represent approximately 4.99% of the Issuer's outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 72,374,873 Shares outstanding as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026.
(b)	Items 7 through 10 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference.
(c)	Except as set forth in Exhibit 99.1 attached hereto, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
(d)	The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
(e)	The Reporting Persons ceased to be beneficial owners of more than five percent of the Shares on May 6, 2026.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Transactions in the Shares effected in the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Corvex Management LP

Signature:	/s/ Keith Meister
Name/Title:	Keith Meister / Managing Partner
Date:	05/08/2026

Keith A. Meister

Signature:	/s/ Keith Meister
Name/Title:	Keith Meister / Self
Date:	05/08/2026

FAQ

What stake in Southwest Gas Holdings (SWX) does Corvex currently report?

Corvex Management and Keith Meister report beneficial ownership of 3,618,161 Southwest Gas shares, equal to 4.99% of the outstanding common stock. This percentage is based on 72,374,873 shares outstanding as of May 1, 2026, from the company’s latest Form 10-Q.

How much has Corvex spent to accumulate its SWX position?

The investors state they used working capital of Corvex-managed funds to buy the 3,618,161 Southwest Gas shares for approximately $218,295,069. This total purchase price reflects the aggregate cost of all reported shares accumulated through Corvex funds, including positions maintained in margin accounts.

When did Corvex cease to own more than 5% of Southwest Gas (SWX)?

Corvex and Keith Meister state they ceased to be beneficial owners of more than five percent of Southwest Gas shares on May 6, 2026. Their disclosed holdings now represent 4.99% of outstanding shares, using the 72,374,873-share count reported in Southwest Gas’s May 2026 Form 10-Q.

How is the 4.99% ownership in Southwest Gas (SWX) calculated?

The 4.99% figure is calculated by comparing Corvex’s 3,618,161 beneficially owned shares to 72,374,873 Southwest Gas shares outstanding as of May 1, 2026. That outstanding share number comes from Southwest Gas’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026.

Who ultimately benefits economically from Corvex’s Southwest Gas (SWX) holdings?

The filing explains that limited partners or investors in Corvex-managed funds have rights to dividends or sale proceeds from the Southwest Gas shares. Their participation aligns with each investor’s partnership interest or investment percentage in the respective funds holding the SWX position.

Does Corvex use margin accounts for its Southwest Gas (SWX) investments?

Yes. The filing notes that various reporting persons may effect securities purchases through margin accounts maintained for Corvex funds. Shares of Southwest Gas may be held in these margin accounts and pledged as collateral for debit balances, subject to margin regulations and broker credit policies.