DEF 14A of Southwest Gas Holdings, Inc., Mar 23, 2026

DEF 14A of Southwest Gas Holdings, Inc.

Filed Mar 23, 2026 · FY20250001692115-26-000080

Open on EDGAR

  1. Table of Contents

    | | Executive Compensation Tables | 68 | | | Summary Compensation Table (2025, 2024 and 2023) | 68 | | | Grants of Plan-Based Awards (2025) | 71 | | | Outstanding Equity Awards at Fiscal Year-End 2025 | 73 | | | Stock Vested During 2025 | 74 | | | Pension Benefits | 75 | | | Nonqualified Deferred Compensation (2025) | 76 | | | Post-Termination Benefits | 77 | | | Pay Ratio Disclosure | 81 | | | Pay Versus Performance | 82 | | AUDIT MATTERS | | 88 | | | | | | | Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 88 | | | Selection and Engagement of the Independent Registered Public Accounting Firm | 89 | | | Independent Auditor Fees | 89 | | | Pre-Approval Policy and Procedures | 90 | | | Audit Committee Report | 90 | | SECURITIES OWNERSHIP BY DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS | | 91 | | | Directors, Director Nominees, and Named Executive Officers | 91 | | | Certain Beneficial Owners | 92 | | SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | | 93 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | | 94 |

  2. Director Biographies

    Director Biographies The names of the nominees, their principal occupation and the Board’s reasons for their selection are set forth below. The symbols next to each director’s biography correspond to the qualifications, skills and experiences detailed in the later table titled “Director Skills and Qualifications.” Except as noted, each of the nominees has held the position listed immediately underneath their name for at least the past five years.

  3. Director Biographies

    | | | | | | JUSTIN L. BROWN President, Southwest Gas Corporation | | | | Age: 53 Director Since: First-time nominee | Board Committees: None Other Public Company Boards: None |

  4. Director Biographies

    | Background ▪Mr. Brown has been appointed to succeed Karen Haller as President and CEO of the Company and CEO of Southwest Gas Corporation, effective May 8, 2026. ▪Has served as President of Southwest Gas Corporation since 2022, overseeing utility operations in Arizona, California, and Nevada and Great Basin Gas Transmission Company. ▪Brings more than 20 years of experience in natural gas and electric utilities, with additional background in commercial litigation and public accounting, providing a strong foundation in regulatory, financial and governance matters. ▪Joined Southwest Gas Corporation in 2004, and has held senior leadership roles in legal, regulatory, pricing, and executive management, including as Senior Vice President/General Counsel from 2018 to 2022. ▪Serves on the Vegas Chamber Board of Trustees and is active in various industry and community organizations, including the American Gas Association and National Association of Regulatory Utility Commissioners. ▪Received a B.S. in Accounting from Southern Utah University and an M.B.A. and J.D. from Gonzaga University | Qualifications, Skills and Experience The Board determined that Mr. Brown should serve as a director because he has a deep understanding of the Company’s businesses, provides important Company operational knowledge and insights, and improves strategic alignment with the Board and management. Mr. Brown also brings experience with financial, accounting, regulatory and legal issues of importance to the Company and its subsidiaries. |

  5. Director Biographies

    | 10 | Southwest Gas Holdings, Inc. |

  6. Director Biographies

    | | | | | | MOLLY R. CARSON President, Southwest Region, Ryan Companies US, Inc. | | | | Age: 52 Director Since: First-time nominee | Board Committees: To be determined Other Public Company Boards: None |

  7. Director Biographies

    | Background ▪Has more than 20 years of experience in real estate development across multiple sectors, including office, industrial, multifamily, mission critical, and healthcare. ▪Oversees site selection and acquisition, municipal use permits and approvals, design and construction coordination, financial packaging and lease or sale negotiation, giving her insight and experience in legal and regulatory areas facing customers of natural gas local distribution companies. ▪Is a LEED Accredited Professional with sustainable building expertise. ▪Currently the Vice Chairperson of the Board of Directors for Phoenix Children’s Hospital, a member of the Board of Directors of Ryan Companies US, Inc., a member of the Board of Trustees for the NAIOP Research Foundation, and a member of the Brophy College Preparatory School Board of Regents. ▪Past Chairperson of NAIOP’s Corporate Board and NAIOP’s Arizona Chapter. ▪Has a B.A. in Psychology from St. Mary’s College of Notre Dame. ▪Recommended by Company management for consideration and approval by the Nominating and Corporate Governance Committee and Board for inclusion as a director nominee. | Qualifications, Skills and Experience The Board determined that Ms. Carson should serve as a director given her experience in the development industry across multiple sectors, including office, industrial, multifamily, and healthcare. She brings a deep understanding of the Company’s Arizona service territory and is a LEED Accredited Professional, providing sustainable building expertise. |

  8. Director Biographies

    | 2026 Notice and Proxy | 11 |

  9. Director Biographies

    | | | | | | E. RENAE CONLEY CEO, ER Solutions, LLC Former Utility Company Executive | | | | Chair of the Board Age: 68 Director Since: 2022 | Board Committees: Audit, Compensation Other Public Company Boards: TXNM Energy, Inc. (NYSE: TXNM) |

  10. Director Biographies

    | Background ▪CEO of ER Solutions, LLC, an energy consulting firm. ▪Has over 30 years of business experience in the energy industry, including leadership positions in finance, management, operations and human resources. ▪Served as EVP, Human Resources and Administration and Chief Diversity Officer of Entergy Corporation from 2010 to 2013. ▪Previously served as Chairman, President and CEO of Entergy Louisiana and Gulf States Louisiana (2000 – 2010). ▪Held a variety of positions at PSI Energy/Cinergy Corporation, including President of Cincinnati Gas and Electric prior to joining Entergy. ▪Serves as Chair of the Audit Committee for the ITRCC, LLC Board of Directors. ▪Previously served on the Ball State University Board of Trustees. ▪Has a B.S. in Accounting and an M.B.A. from Ball State University Miller College of Business. | Qualifications, Skills and Experience The Board determined that Ms. Conley should serve as a director given her strong energy background and substantial ESG expertise. She brings vast knowledge and experience in the energy utility industry, financial topics, and legal and regulatory affairs, along with experience in corporate functional leadership and with public company governance processes. |

  11. Director Biographies

    | 12 | Southwest Gas Holdings, Inc. |

  12. Director Biographies

    | | | | | | ANDREW W. EVANS Retired Utility Company Executive, Southern Company | | | | Age: 59 Director Since: 2022 | Board Committees: Audit, Strategic Transactions Other Public Company Boards: Air Products & Chemicals, Inc. (NYSE: APD), Centuri Holdings, Inc. (NYSE: CTRI) |

  13. Director Biographies

    | Background ▪Retired Chief Financial Officer of Southern Company, an electrical and natural gas utility holding company. ▪Served as CFO of Southern Company from 2018 to 2021, with responsibility for investor relations, public reporting, information technology, cybersecurity, business development, risk and capital deployment. ▪Served as Chairman, President and Chief Executive Officer of AGL Resources, Inc., the largest publicly traded gas distribution system in the U.S. ▪Served as Treasurer, CFO, and COO before becoming CEO during his 15 years at AGL. ▪Worked at the Federal Reserve Bank of Boston, and at Mirant Corp, a global energy provider. ▪Currently a trustee of Emory University and is a director of Georgia Power. ▪Has served as chair of several philanthropic organizations, including the Grady Hospital Foundation and Zoo Atlanta. | Qualifications, Skills and Experience The Board determined that Mr. Evans should serve as a director because of his broad knowledge of the utility industry and his experience with enterprise risk management. He also was Chief Executive Officer and Chief Financial Officer for publicly traded natural gas and electrical utilities. |

  14. Director Biographies

    | 2026 Notice and Proxy | 13 |

  15. Director Biographies

    | | | | | | LEEZIE KIM Chief Legal Officer, Fox Restaurant Concepts LLC | | | | Age: 54 Director Since: First-time nominee | Board Committees: To be determined Other Public Company Boards: None |

  16. Director Biographies

    | Background ▪Has 30 years of experience in corporate finance, legal and government fields as an attorney in private practice for a national law firm, in-house corporate counsel, and General Counsel to the Governor of the State of Arizona and as a Senior Executive in the U.S. Department of Homeland Security. ▪As Chief Legal Officer, she oversees not only the legal department, but also restaurant expansion, real estate selection, government relations, and with the company president, the accounting and finance department. ▪Is an entrepreneur and founding partner in a Michelin Key awarded boutique hotel and an award-winning Nashville restaurant. ▪Past Chair of the Arizona Community Foundation Board of Directors and Chair of the Audit Committee. ▪Awarded a Meritus Public Service award from the Commandant of the U.S. Coast Guard for her work for the Department of Homeland Security in responding to the 2010 Deepwater Horizon oil spill, which is the highest award given by the Coast Guard to a civilian. ▪Received a B.A. in Economics from Rice University and a J.D. from the University of Virginia. ▪Recommended by Company management for consideration and approval by the Nominating and Corporate Governance Committee and Board for inclusion as a director nominee. | Qualifications, Skills and Experience The Board determined that Ms. Kim should serve as a director given her rich experience in both business and government. Her expertise navigating complex legal and regulatory environments, combined with entrepreneurial and operations experience were important to the Board’s recommendation. |

  17. Director Biographies

    | 14 | Southwest Gas Holdings, Inc. |

  18. Director Biographies

    | | | | | | JANE LEWIS-RAYMOND Principal, Hilltop Strategies Retired Executive, Piedmont Natural Gas Company, Inc | | | | Age: 59 Director Since: 2019 | Board Committees: Audit, Compensation (Chair). Strategic Transactions Other Public Company Boards: Unitil Corporation (NYSE: UTL) |

  19. Director Biographies

    | Background ▪Principal of Hilltop Strategies, a strategy and consulting firm engaged with corporate leaders on strategic leadership. ▪Has served the natural gas industry as an attorney and executive for over three decades, including representing clients before the Federal Energy Regulatory Commission. ▪Was previously an attorney with Parker Poe Adams and Bernstein LLP and Senior Vice President and Chief Legal, Compliance and External Relations Officer of Piedmont Natural Gas Company, Inc., where she led growth and measurable strategic and sustainability directives to build long-term value for shareholders. ▪Served as the American Gas Association’s Vice President of Regulatory Affairs earlier in her career. ▪Serves on the Keystone Energy Board of the Keystone Policy Center, where she is a member of the Steering Committee. ▪Served on the National Advisory Council for Teach For America, as Chair of Teach for America’s Charlotte-Piedmont Triad Advisory Board, and the board of MeckEd where she chaired the Governance Committee, and is currently a member of Women Executives, Charlotte. ▪Currently serving on the executive leadership committee of 48 Peaks Hike to Fight Alzheimer's, MA/NH Chapter of the Alzheimer’s Association. ▪Earned a certificate in ESG: Navigating the Board’s Role from Berkeley Law Executive Education in 2021. ▪Graduate of the University of Maryland and an Order of the Coif graduate of the University of Maryland School of Law. | Qualifications, Skills and Experience The Board determined that Ms. Lewis-Raymond should serve as a director of the Company because of her legal experience and work as a natural gas industry senior executive. In addition, her knowledge and experience with ESG topics and with corporate governance initiatives relating to enterprise risk management, federal regulatory pipeline safety, cybersecurity and crisis management planning were key to the Board’s recommendation. |

  20. Director Biographies

    | 2026 Notice and Proxy | 15 |

  21. Director Biographies

    | | | | | | HENRY P. LINGINFELTER Retired Executive, Southern Company Gas | | | | Age: 64 Director Since: 2022 | Board Committees: Nominating and Corporate Governance, Strategic Transactions Other Public Company Boards: American Electric Power Company, Inc. (NASDAQ: AEP) (ending in 2026) |

  22. Director Biographies

    | Background ▪Retired Executive Vice President of Southern Company Gas, the largest gas utility in the U.S. ▪At Southern Company Gas, was responsible for all operations, safety, construction, customer service, engineering, environmental, gas supply and control, budgeting and planning, and financial planning. ▪Served on the board of the Southern Company’s captive insurance business, which assessed and mitigated risk and liability issues across the corporation. ▪Has broad executive and operating experience, as well as extensive experience in regulatory and legislative affairs. ▪Former Chair of the Southern Gas Association, and served on the American Gas Association Leadership Council for several years. ▪Former Chief of the Georgia Chamber of Commerce. | Qualifications, Skills and Experience The Board determined that Mr. Linginfelter should serve as a director because of his experience in the natural gas industry. His experience in operations, safety, customer service and risk management were important to the Board’s recommendation. |

  23. Director Biographies

    | 16 | Southwest Gas Holdings, Inc. |

  24. Director Biographies

    | | | | | | CARLOS A. RUISANCHEZ Co-Founder, Sorelle Capital | | | | Age: 54 Director Since: 2022 | Board Committees: Audit (Chair), Nominating and Corporate Governance, Strategic Transactions Other Public Company Boards: PENN Entertainment, Inc. (NASDAQ: PENN) |

  25. Director Biographies

    | Background ▪Co-founder of Sorelle Capital and Sorelle Hospitality, entities focused on investing and operating companies in the hospitality sector and real estate development ventures. ▪Served as President and Chief Financial Officer of Pinnacle Entertainment, Inc., a leading gaming entertainment company, prior to Sorelle, until its sale in 2018. ▪Joined Pinnacle in 2008 as Executive Vice President, Strategic Planning and Development. ▪Became Pinnacle’s Chief Financial Officer in 2011, President and Chief Financial Officer in 2013, and Board Member in 2016. ▪Was Senior Managing Director at Bear Stearns & Co., Inc., an investment banking firm, prior to joining Pinnacle Entertainment, where he held various positions from 1997 to 2008. ▪Was responsible for corporate clients in the gaming, lodging and leisure industries, as well as financial sponsor banking relationships as Senior Managing Director of Bear Stearns & Co. ▪Was an independent board member of Cedar Fair Entertainment Company prior to its merger with Six Flags Entertainment Corporation, where he served on the Compensation Committee and chaired the Audit Committee. ▪Has a B.S. in Finance from University of Connecticut School of Business and an M.B.A. from University of California Berkeley, HAAS School of Business. | Qualifications, Skills and Experience The Board determined that Mr. Ruisanchez should serve as a director of the Company because of his expertise in corporate finance, investment banking, and highly regulated industries - areas of importance to the Company and its subsidiaries. Mr. Ruisanchez also brings public company leadership and board experience, along with knowledge of our service territories. |

  26. Director Biographies

    | 2026 Notice and Proxy | 17 |

  27. Director Biographies

    | | | | | | BRIAN E. SANDOVAL President, University of Nevada, Reno | | | | Age: 62 Director Since: 2025 | Board Committees: Compensation, Nominating and Corporate Governance Other Public Company Boards: Scotts Miracle Gro Company (NYSE: SMG) |

  28. Director Biographies

    | Background ▪Serves as President of the University of Nevada, Reno since 2020. ▪Was the 29th Governor of the State of Nevada, serving two terms in office from 2011 to 2019 and was Chairman of the National Governors Association from 2017-2018. ▪Served as a judge of the U.S. District Court for the District of Nevada, Attorney General of Nevada, Chairman of the Nevada Gaming Commission, member of the Tahoe Regional Planning Agency Governing Board, and member of the Nevada Assembly prior to serving as Governor. ▪Was the President of Global Gaming Development of MGM Resorts International from 2019 to 2020, a senior fellow at the University of Southern California’s Annenberg Center on Communication Leadership and Policy in 2020, as well as a Distinguished Fellow of Law and Leadership at UNLV’s William S. Boyd School of Law from 2019-2020. ▪Previously served as a director of Coeur Mining, Inc. ▪Currently Chair of the Resorts World Las Vegas Board of Directors and member of the Boards of Directors of the Economic Development Authority of Western Nevada and Renown Health. | Qualifications, Skills and Experience The Board determined that Mr. Sandoval should serve as a director because of his legal and regulatory experience, extensive governmental background, experience in economic development, human capital management, and leading large complex organizations. Mr. Sandoval also brings public company board experience, along with knowledge of our service territories. |

  29. Director Biographies

    | 18 | Southwest Gas Holdings, Inc. |

  30. Director Biographies

    | | | | | | RUBY SHARMA Former Partner, EY LLP | | | | Age: 59 Director Since: 2022 | Board Committees: Audit, Compensation Other Public Company Boards: ATI, Inc. (NYSE: ATI), SoundThinking, Inc. (NASDAQ: SSTI) |

  31. Director Biographies

    | Background ▪Fellow Chartered Accountant of the Institute of Chartered Accountants in England and Wales. ▪Was the Managing Partner of RNB Strategic Advisors, a strategic advisory firm from 2018 until 2022. ▪Served as a Partner at Ernst & Young LLP (now known as EY) from 2002 until 2017, where she founded and led the Center for Board Matters, focused on global strategy and execution and providing governance services to boards and the C-suite, and worked in Fraud Investigations and Dispute Services. ▪Prior experience includes serving as Senior Manager of Forensic and Litigation Services at Arthur Andersen LLP from 1999 to 2002. ▪Multi-cultural, global business advisor and a frequent keynote speaker and panelist on corporate governance topics, and has authored several audit committee handbooks, white papers on governance, value protection and diversity and inclusion topics. ▪Member of the board of directors of S&C Electric Company (private). ▪Previously served as a director of Bowflex, Inc. (formerly Nautilus, Inc.). | Qualifications, Skills and Experience The Board determined that Ms. Sharma should serve as a director because of her expertise in accounting, auditing and corporate governance. Ms. Sharma also brings public company board experience. |

  32. Director Biographies

    | 2026 Notice and Proxy | 19 |

  33. Director Biographies

    | | | | | | LESLIE T. THORNTON, J.D., LL.M. Retired Executive, WGL Holdings, Inc. & Washington Gas Light Company | | | | Age: 67 Director Since: 2019 | Board Committees: Audit, Nominating and Corporate Governance (Chair) Other Public Company Boards: Perdoceo Education Corporation (NASDAQ: PRDO) |

  34. Director Biographies

    | Background ▪Retired utility company executive and former law firm partner at two Washington D.C. based national law firms. ▪Served in various senior roles including Chief of Staff to the U.S. Secretary of Education and Deputy Advisor for the 1996 Presidential Debates in the Clinton administration. ▪Previously served as Senior Vice President, General Counsel & Corporate Secretary, and Merger Transition Counsel, at WGL Holdings, Inc. until her retirement in 2018. ▪Earned her Master of Laws degree in National Security Law with a cybersecurity focus during her tenure with WGL. ▪Serves on the Board of Trustees for the D.C. Public Defender, and is on the Advisory Boards of the non-profit Association of Corporate Counsel Leadership Academy and Aiden Technologies, Inc., a private technology company. ▪Was a Board Leadership Fellow for the National Association of Corporate Directors, and is a board development leader for the Executive Leadership Council. ▪Frequent speaker on governance, compliance, cybersecurity and data protection, and diversity and inclusion. ▪Graduate of the University of Pennsylvania and Georgetown University Law Center, where she is currently an Adjunct Professor. | Qualifications, Skills and Experience The Board determined that Ms. Thornton should serve as a director because of her legal experience, service as a utility industry senior executive, and her expertise in the areas of critical infrastructure cybersecurity and data protection, labor and employment issues, corporate governance, and corporate transactional matters. She also brings extensive public affairs expertise, as well as public company board experience. |

  35. Director Biographies

    | 20 | Southwest Gas Holdings, Inc. |

  36. Director Skills and Qualifications

    Director Skills and Qualifications The tables below list some of the skills and experiences that we consider important for our director nominees in light of our current business strategy and structure. The director nominees’ biographies note their relevant experience, qualifications and skills. The following tables set forth the director nominees’ experience, skills, expertise and demographic background.

  37. Director Skills and Qualifications

    | Our Business Characteristics | | Desired Experience, Skills, Expertise | Director Qualifications | | We believe that directors with prior public company board experience can provide an immediate impact with strong oversight and an understanding of their fiduciary duties. | | Public company board service | Experience as a member of the board of directors of a publicly traded company. | | We require strong leadership to align our team and operations. | | Public company executive officer | Experience as a senior executive of a publicly traded company. | | We are a fully-regulated natural gas business that is subject to multiple legal and regulatory constraints. | | Legal/Regulatory | Significant experience dealing with complex legal and regulatory issues. | | We are a publicly traded company with a disciplined approach to financial management and accurate disclosure. | | Finance/Accounting | Significant experience in accounting and financial reporting, corporate finance and internal financial controls, significant exposure to financial plans and programs, and capital allocation and capital markets. | | We purchase, transport and distribute natural gas for our customers. | | Energy Utility | Served as a senior executive of an organization or agency in the energy utility industry. | | We recognize the importance of technology and managing cybersecurity risks to our business, which involves operation of critical infrastructure. | | Technology/Cybersecurity | Oversight of or significant background working with information technology systems, data management and cybersecurity risks. | | We rely on directors who offer strategic oversight on matters that drive sustainable growth and value creation for our business and our stockholders while improving our communities and adhering to best in class governance principles. | | ESG | Significant experience addressing environmental and sustainability issues relating to our business; renewable energy, energy conservation; employee and contractor safety; employee engagement; public company governance; and ESG disclosures. | | We need directors who understand complex, highly-regulated, multi-state operations. | | Operations Responsibility | Significant experience with business operations and strategy at large, complex organizations; responsibility for profit and loss; cost management; operational improvement. | | We operate in Arizona, California and Nevada. | | Service Territory Knowledge | Significant experience in positions within our service territory that support strong and sustainable communities, including economic development, service in state or local government or community-based organizations, and philanthropic activities. |

  38. Director Skills and Qualifications

    | 2026 Notice and Proxy | 21 |

  39. Director Skills and Qualifications

    | | | | | | | | | | | | | | | Experience, Skills, Expertise | | | | | | | | | | | | | | | Public Company Board Service | | | | | | | | | | | | | | Public Company Executive Officer | | | | | | | | | | | | | | Legal/Regulatory | | | | | | | | | | | | | | Finance/Accounting | | | | | | | | | | | | | | Energy Utility | | | | | | | | | | | | | | Technology/Cybersecurity | | | | | | | | | | | | | | ESG | | | | | | | | | | | | | | Operations Responsibility | | | | | | | | | | | | | | Service Territory Knowledge | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | Board Tenure (Years) | | 0 | 0 | 4 | 4 | 0 | 7 | 4 | 4 | 1 | 3 | 7 | | Age | | 53 | 52 | 68 | 59 | 54 | 59 | 64 | 54 | 62 | 59 | 67 | | Male | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | African American | | | | | | | | | | | | | | Caucasian | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | | |

  40. Director Skills and Qualifications

    Age as of December 31, 2025 The Board’s director nominees, as outlined above, possess skills, knowledge and expertise that are useful in overseeing and providing strategic direction with respect to our business and in serving the long-term interests of our stockholders, and they have significant expertise in the industries that matter most to our business. The director nominees have also demonstrated personal integrity and strong leadership. In the aggregate, they bring a variety of perspectives, skills, knowledge and expertise and are able to challenge management. We believe that the director nominees’ skills and experience, including their combined knowledge of financial, legal and regulatory matters, enhance the Board’s ability to make decisions that create stockholder value.

  41. Director Skills and Qualifications

    | 22 | Southwest Gas Holdings, Inc. |

  42. Selection of Directors

    Selection of Directors We believe the Board should be comprised of individuals with varied backgrounds, who possess certain core competencies, some of which may include broad experience in business, finance or administration and familiarity with national business matters. Additional factors considered in the selection process include the following.

  43. Selection of Directors

    | | | | | Independence From Management | Knowledge and Business Experience | Existing Commitments to Other Businesses and Boards | | | | | | Demographics, Education and Geographic Location | Integrity, Leadership, Reputation and Ability to Understand the Company’s Business | The Current Number and Competencies of Our Existing Directors |

  44. Selection of Directors

    The Nominating and Corporate Governance Committee takes diversity into consideration as it does the other factors listed above in selecting the director nominees for approval by the Board. We define “diversity” in a broad sense, including but not limited to, age, race, gender, geographic location, and professional skills, viewpoints and experience. The Nominating and Corporate Governance Committee does not assign a specific weight to any one factor and endeavors to select nominees who will represent the interests of all stockholders. The Nominating and Corporate Governance Committee has an ongoing process for identifying and evaluating potential director candidates.

  45. Selection of Directors

    | | Identification | | | | When seeking a candidate for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management, or others. | | | | | | | | Evaluation | | | | The qualifications of candidates are reviewed in light of the selection criteria outlined above. | | | | | | | | Selection | | | | Whether any candidates are selected depends upon the current Board composition, the dynamics of the Board and the ongoing requirements of the Company (see “Board Evaluation and Director Succession Planning” below). | |

  46. Selection of Directors

    | 2026 Notice and Proxy | 23 |

  47. Selection of Directors

    In its discretion, the Nominating and Corporate Governance Committee will consider recommendations of qualified director candidates suggested by stockholders by applying the criteria for candidates described above and considering the additional information referred to below. Stockholders who would like to suggest a director candidate should write to the Company’s Corporate Secretary and include:

  48. Selection of Directors

    | ▪A statement that the writer is a stockholder and is proposing a candidate for consideration as a director nominee; ▪The name of and contact information for the candidate; ▪A statement of the candidate’s business and educational experience; ▪Information regarding each of the factors listed above, sufficient to enable the Nominating and Corporate Governance Committee to evaluate the candidate; | ▪A statement detailing any relationship between the candidate and the Company, Company affiliates and any competitor of the Company; ▪Detailed information about any relationship or understanding between the proposing stockholder and the candidate; ▪Information on the candidate’s share ownership in the Company; and ▪The candidate’s written consent to being named a nominee and serving as a director, if elected. |

  49. Selection of Directors

    In addition to the process described above, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our Bylaws and provide certain information required by our Bylaws in a written notice provided to the Company. For a description of the process for nominating directors in accordance with our Bylaws, see “Submission of Stockholder Proposals for the 2027 Annual Meeting.” In order to make such a nomination, a stockholder is required to include in the written notice the following:

  50. Selection of Directors

    | ▪As to each person whom the stockholder proposes to nominate for election or reelection as a director, all the information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); ▪Each person’s written consent to being named a nominee and serving as a director, if elected; ▪The name and address of the proposing stockholder or beneficial owner; and ▪The class and number of shares of the Company’s common stock (“Common Stock”) held directly or indirectly by the proposing stockholder. |

  51. Selection of Directors

    | All candidates for the Board may also be required to complete a director questionnaire provided by the Company. The foregoing summary of the Company’s stockholder director nomination procedure is not complete and is qualified in its entirety by reference to the full text of our Bylaws that have been publicly filed with the SEC. Our Bylaws are also available on the Company’s website at www.swgasholdings.com. The information on our website is not part of this Proxy Statement and is not incorporated into any of our filings with the SEC. | Board Refreshment Since 2020 8 new directors have joined our board 7 of whom are independent |

  52. Selection of Directors

    | 24 | Southwest Gas Holdings, Inc. |

  53. Director Compensation Narrative

    Director Compensation Narrative In 2025, as it does every year, the Compensation Committee conducted a review of the types and amounts of director compensation. The Compensation Committee uses a retainer-based model for director cash compensation (without regular individual meeting fees) and determines the value of annual equity grants for directors based on a set dollar amount. Cash retainers are paid on a quarterly basis. The Compensation Committee’s independent consultant conducted a benchmarking analysis of peer company non-employee director pay practices. Based on that analysis, and in keeping with the Company’s philosophy to set non-employee director pay at a level competitive with its peer group, the Compensation Committee increased the annual retainer fees by $5,000 and increased the Board Chair’s total compensation from $350,000 to $400,000, consisting of a retainer fee of $182,500 and an annual equity grant of $217,500, in each case, effective as of January 1, 2026. The additional fees for the chair and members of the Strategic Transactions Committee were also removed effective as of on March 31, 2025.

  54. Director Compensation Narrative

    | | | | | | Chair of the Board(2) | | | | | | | | Chair of the Audit Committee | | | | | | | | Chair of the Compensation Committee | | | | | | | | Chair of the Nominating and Corporate Governance Committee | | | | Annual Cash Retainer(1) | | Equity Compensation(3) | | | |

  55. Director Compensation Narrative

    (1)Individual cash meeting fees of $1,650 are only payable when the number of meetings of the Board or a committee exceeds regularly scheduled meetings by three or more. (2)In 2026, the Board Chair’s additional annual cash retainer fee will be $72,500. (3)In 2026, the Board Chair’s additional equity compensation grant will be $72,500. The annual cash retainer for non-employee directors was $105,000 for 2025 and is $110,000 for 2026. The table above shows the 2025 additional cash retainers paid to the Board Chair and the committee chairs. In 2025, the additional cash retainer paid to the Audit, Compensation, and Nominating and Corporate Governance Committee Chairs was $20,000 each. Cash compensation received by the non-employee directors may be deferred until retirement or termination of their service as directors pursuant to the Directors Deferral Plan. Amounts deferred bear interest at 150% of the Moody’s Seasoned Corporate Bond Rate (“Bond Rate”). At retirement or termination, such deferrals will be paid out over 5, 10, 15 or 20 years, and will be credited during the applicable payment period with interest at 150% of the average of the Bond Rate on January 1 for the five years prior to retirement or termination. The portion of interest earned on deferred compensation that is considered above-market interest pursuant to Internal Revenue Service regulations is disclosed below in the 2025 Director Compensation Table. In 2025, in response to feedback, the Compensation Committee directed its independent compensation consultant to review the director deferred compensation practices of the Company’s peer group. The review found that the vast majority of the Company’s peers offer nonqualified deferred compensation arrangements for directors, and of those peer companies that offer a deferred compensation program, almost half provide above-market interest rates on the deferred amounts. Based on this review, the Compensation Committee determined that no changes were needed to this aspect of the Company’s non-employee director compensation program.

  56. Director Compensation Narrative

    | 38 | Southwest Gas Holdings, Inc. |

  57. Director Compensation Narrative

    Mr. Evans and Ms. Mariucci also serve as directors of Centuri, a publicly-traded company listed on the NYSE and former subsidiary of the Company, which was fully separated from the Company in September 2025. As required by SEC regulations, in the Director Compensation Table below, the Company included the cash retainer fees paid and the value of the equity awards granted to Mr. Evans and Ms. Mariucci by Centuri for their services on the Centuri Board of Directors during the portion of 2025 when Centuri was a subsidiary of the Company. These Centuri-related compensation items were set and approved by the Centuri Board of Directors, with input from the Company’s Board before the full separation was complete. While inclusion of the Centuri-related compensation items may make the total non-employee director compensation paid to Mr. Evans and Ms. Mariucci seem high, this disclosure was deemed warranted given the SEC regulations. A fixed dollar value ($145,000 for 2025 and 2026) is granted to non-employee directors annually in the form of equity compensation under the applicable equity incentive plan during each February Board meeting. In 2025, the fixed dollar value was converted into awards representing a number of shares of Common Stock based on the closing share price for the last trading session of the most recently completed fiscal year. In 2026, the fixed dollar value was converted into awards representing a number of shares of Common Stock by dividing the dollar value by the 30-day average closing stock price for the Common Stock, using the 30-day period beginning on the 35th day and ending on the 5th day before the grant date. Under this program, in 2025, each non-employee director was granted 2,051 shares of Common Stock on February 20, 2025 and each non-employee director was granted 1,726 shares of Common Stock on February 19, 2026. Additionally, the Board Chair was granted 863 shares of Common Stock on February 19, 2026 as part of the compensation for her role as Board Chair. Non-employee director equity compensation vests immediately upon grant, and the directors are provided the option to defer receipt of equity compensation until they leave the Board. Deferred stock units are credited with notional dividends at the same time, in the same form, and in equivalent amounts as dividends that are payable from time to time on Common Stock. Such notional dividends are valued as of the date on which they are credited to the director and are reallocated into additional deferred stock units. When a director leaves the Board, any deferred stock units of such director will be converted into shares of Common Stock. Under the 2024 Omnibus Incentive Plan, the aggregate grant date fair value of equity that may be granted during any calendar year to any non-employee director, when combined with cash compensation paid by the Company to such director with respect to the same calendar year (whether or not such cash compensation is deferred) will not exceed $750,000 (or $1,000,000 in the calendar year in which the director commences service). This limit was approved by the Company’s stockholders on May 2, 2024. Directors are entitled to participate in the same gift matching program that is available to all of our employees. Under this program, the Company matches contributions to qualified charitable organizations up to a maximum of $2,500 in any calendar year. Directors who are full-time employees of the Company or its subsidiaries receive no additional compensation for serving on the Board.

  58. Director Compensation Narrative

    | 2026 Notice and Proxy | 39 |

  59. 2025 Director Compensation Table

    2025 Director Compensation Table

  60. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(7) | Stock Awards ($)(1)(2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | E. Renae Conley | 208,300 | 158,071 | — | 105 | 366,476 | | Andrew W. Evans(3) | 115,650 | 310,041 | — | 82,605 | 508,296 | | Jane Lewis-Raymond | 137,300 | 158,071 | — | 105 | 295,476 | | Henry P. Linginfelter | 117,300 | 158,071 | — | 105 | 275,476 | | Anne L. Mariucci(3) | 121,800 | 310,041 | 62,298 | 82,605 | 576,744 | | Carlos A. Ruisanchez | 132,300 | 158,071 | — | 105 | 290,476 | | Brian E. Sandoval | 78,750 | 112,735 | 4,379 | 70 | 195,934 | | Ruby Sharma | 106,650 | 158,071 | — | 105 | 264,826 | | Andrew J. Teno | 117,300 | 158,071 | — | 105 | 275,476 | | A. Randall Thoman | 62,500 | 158,071 | 24,284 | 44 | 244,899 | | Leslie T. Thornton | 126,650 | 158,071 | 15,638 | 105 | 300,464 |

  61. 2025 Director Compensation Table

    (1)On February 20, 2025, each director serving at that time received a stock award of 2,051 shares which vested immediately, but receipt of the stock award may have been deferred by the director. The grant date fair value of the stock award for each director was $158,071. The Company does not issue option awards. On May 1, 2025, Mr. Sandoval received 1,538 shares with a grant date fair market value of $112,735. (2)The stock awards are valued at the closing price of Common Stock on the date of grant. The grant date fair value of the stock award granted on February 20, 2025 was based on the closing price of Common Stock of $77.07 on February 20, 2025. The grant date fair value of the stock award granted to Mr. Sandoval on May 1, 2025 was based on the closing price of Common Stock of $73.30 on May 1, 2025. The amounts were determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to calculate these amounts are included in “Note 12 - Share-Based Compensation” included in the footnotes to the consolidated financial statements in our 2025 Annual Report on Form 10-K. (3)For each of Mr. Evans and Ms. Mariucci, includes 7,338 Centuri time-lapse restricted stock units (“Centuri RSUs”) awarded to them in 2025 for their services as directors of Centuri in 2025. The Centuri RSUs vest on the day immediately prior to the first annual meeting of Centuri stockholders following the grant date. The grant date fair value of the Centuri RSUs granted to each of Mr. Evans and Ms. Mariucci is $151,970, which was based on the closing price of Centuri’s common stock of $20.71 on the grant date. The amounts were determined in accordance with FASB ASC Topic 718, with the grant date fair value calculated by multiplying the closing price on the grant date by the number of Centuri RSUs granted. (4)The director deferred Company stock awards outstanding as of December 31, 2025, for each of the listed directors are as follows. There are no outstanding option awards.

  62. 2025 Director Compensation Table

    | | Stock Awards(#) | | Ms. Conley | 4,703 | | Mr. Evans | 6,820 | | Ms. Lewis-Raymond | 15,749 | | Mr. Linginfelter | 6,820 | | Ms. Mariucci | 35,583 | | Mr. Ruisanchez | — | | Mr. Sandoval | — | | Ms. Sharma | 6,820 | | Mr. Teno | 6,820 | | Mr. Thoman | — | | Ms. Thornton | 8,929 |

  63. 2025 Director Compensation Table

    (5)The amounts in this column reflect above-market interest on nonqualified deferred compensation balances for 2025.

  64. 2025 Director Compensation Table

    | 40 | Southwest Gas Holdings, Inc. |

  65. 2025 Director Compensation Table

    (6)Includes the cost of life insurance for each director. For Mr. Evans and Ms. Mariucci, also includes cash retainer fees in the amount of $82,500 each paid for their services as directors of Centuri during the portion of 2025 when Centuri was a subsidiary of the Company. (7)For their service on the Strategic Transactions Committee in 2025 before the additional cash payments for this committee were discontinued in March 2025, each of Messrs. Evans, Linginfelter, Ruisanchez and Teno and Ms. Lewis-Raymond received $9,000, and Ms. Mariucci received $13,500 as Chair of the Strategic Transactions Committee.

  66. Other NEOs Target Compensation At-Risk

    | | Base | | Annual Incentive | | Total At-Risk | | Long-Term Incentive |

  67. CEO Realized Compensation

    CEO Realized Compensation In evaluating Ms. Haller’s compensation for 2025, particularly her stock-based and cash-based incentive compensation, we believe it is important to consider, in addition to the information presented in the Summary Compensation Table, the value of the shares of Common Stock and the cash payments actually received by Ms. Haller in 2025. The primary difference between the 2025 Realized Compensation Table below and the Summary Compensation Table is that the 2025 Realized Compensation Table shows the value of shares and amount of cash actually received by Ms. Haller in 2025, whereas the Summary Compensation Table shows the grant date fair value of stock-based awards granted in 2025 and the annual cash incentive relating to 2025, the latter of which was actually paid in 2026. With respect to stock awards, SEC rules require that the grant date fair value of all stock awards be reported in the Summary Compensation Table in the year in which they were awarded, without regard to the at-risk nature of any performance stock awards. As a result, a significant portion of the total compensation amounts for 2025 reported in the Summary Compensation Table is based on the estimated value of stock awards when they are granted, rather than the value of the shares actually delivered upon vesting of the awards. By contrast, the 2025 Realized Compensation Table below reflects the value of the shares of Common Stock actually issued to Ms. Haller in 2025 in connection with the vesting of awards granted in prior years. In addition, SEC rules require that non-equity incentive plan compensation be reported in the Summary Compensation Table in the year earned, regardless of when the amounts are actually paid. The 2025 Realized Compensation Table below includes the amount of the 2024 incentive cash award paid to Ms. Haller in 2025 for her performance in 2024, whereas the Summary Compensation Table shows the 2025 annual incentive award that was paid in the first quarter of 2026. In 2024, after the Centuri IPO, Ms. Haller began service as the Chair of the Centuri Board of Directors and was the Centuri Board Chair until September 2025 when the separation of Centuri from the Company was complete. Like all Centuri directors, Ms. Haller received director fees and time-lapse Centuri RSUs that will be settled in shares of Centuri common stock upon vesting, and such compensation elements are included in the Summary Compensation Table. Because these Centuri-related compensation items are set and approved by the Centuri Board of Directors, with input from the Company’s Board before the full separation was complete, and relate to Ms. Haller’s service as a Centuri director, these Centuri compensation elements have been excluded from the Realized Compensation table below. This methodology ensures focus on compensation related solely to the Company. As shown in the table below, Ms. Haller’s total realized compensation from the Company calculated in this manner was $8,578,022 for fiscal 2025, which was $149,948 less than the 2025 total direct compensation reported in the Summary Compensation Table.

  68. 2025 Realized Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total Realized Compensation ($) | Difference Between Total Realized Compensation and Total Direct Compensation as Reported in Summary Compensation Table ($) | | Karen S. Haller President and Chief Executive Officer | 2025 | 1,090,685 | 5,647,737 | 1,839,600 | 8,578,022 | 149,948 |

  69. Retirement Benefits

    Retirement Benefits Four retirement benefit plans are available to the NEOs. Two of the plans, the Retirement Plan for Employees of Southwest Gas (“Retirement Plan”) and the Employee Investment Plan (“EIP”), both tax-qualified plans, are available to all Southwest Gas employees. The Retirement Plan is no longer offered to employees who started with Southwest Gas after December 31, 2021. Two additional plans are offered to officers, the Supplemental Executive Retirement Plan (“SERP”) and the Executive Deferral Plan (“EDP”). The SERP is no longer offered to officers who started with Southwest Gas after December 31, 2021. These additional plans were established to attract and retain qualified executives and to address the dollar limitations imposed on the two tax-qualified plans. ▪Retirement Plan for Employees Hired on or Before December 31, 2021. Benefits under the Retirement Plan are based on (i) the executive’s years of service with the Company, up to a maximum of 30 years, and (ii) the average of the executive’s highest five consecutive years’ salaries, within the final 10 years of service, not to exceed an annual maximum compensation level ($350,000 in 2025) periodically established by the Internal Revenue Service. ▪SERP for Officers Hired on or Before December 31, 2021. The SERP is designed to supplement the benefits under the Retirement Plan to a level of 50 - 60% of salary. To qualify for benefits under the SERP, which is based on a 12-month average of the highest consecutive 36-months of salary, an executive is required to have reached (i) age 55, with 20 years of service with the Company, or (ii) age 65, with 10 years of service. ▪EIP. NEOs may participate in the EIP and defer salary up to the maximum annual dollar amount permitted for 401(k) plans under the Internal Revenue Code. Investments of these deferrals are controlled by the individual executives from a selection of investment options offered through the EIP. There are no employer matching contributions for executive deferrals into the EIP, except for Messrs. Stefani and Forsberg. Because Messrs. Stefani and Forsberg are not eligible to participate in the Retirement Plan or the SERP, they receive a non-elective employer contribution of 3% of their salaries and employer matching contributions on the first 7% of their EIP contributions. Non-elective employer contributions and employer matching contributions vest at the rate of 20% per year of service. ▪EDP. The EDP supplements the deferral opportunities by permitting NEOs to defer up to 100% of their annual salary and non-equity incentive compensation. As part of the EDP, the Company provides matching contributions up to 3.5% of annual salary, which vest at the rate of 20% per year of service. Amounts deferred and Company matching contributions bear interest at 150% of the Moody’s Seasoned Corporate Bond Rate (“Bond Rate”). At retirement with five years of service with the Company, the NEOs will receive EDP balances paid out at the election of the participant over a period of 10, 15 or 20 years, and will be credited during the applicable payment period with interest at 150% of the average of the Bond Rate on each January 1st for the five years prior to the start of retirement.

  70. Summary Compensation Table (2025, 2024 and 2023)

    Summary Compensation Table (2025, 2024 and 2023) The following table includes information concerning compensation during 2025, 2024 and 2023 for the NEOs.

  71. Summary Compensation Table (2025, 2024 and 2023)

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(1)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6)(7)(8)(9) | Total ($) | | Karen S. Haller President and Chief Executive Officer | 2025 | 1,090,685 | — | 5,776,085 | 1,861,200 | 1,102,265 | 199,174 | 10,029,409 | | | 2024 | 1,021,311 | — | 4,130,599 | 1,839,600 | 980,293 | 181,789 | 8,153,592 | | | 2023 | 874,796 | — | 2,991,259 | 1,575,000 | 1,657,725 | 30,561 | 7,129,341 | | Robert J. Stefani Former Senior Vice President/Chief Financial Officer | 2025 | 617,529 | — | 1,238,395 | 613,914 | 6,562 | 1,723,162 | 4,199,562 | | | 2024 | 593,601 | — | 1,299,080 | 611,156 | 4,820 | 54,028 | 2,562,685 | | | 2023 | 560,548 | — | 1,061,074 | 563,500 | 3,482 | 87,828 | 2,276,432 | | Justin S. Forsberg(10) Senior Vice President/Chief Financial Officer and Treasurer | 2025 | 359,723 | — | 183,111 | 493,500 | 3,227 | 47,133 | 1,086,694 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Justin L. Brown President, Southwest Gas Corporation | 2025 | 607,411 | — | 1,207,332 | 648,248 | 553,640 | 23,273 | 3,039,904 | | | 2024 | 577,645 | — | 2,442,971 | 690,855 | 227,266 | 21,253 | 3,959,990 | | | 2023 | 531,877 | — | 888,940 | 595,238 | 592,495 | 7,956 | 2,616,506 | | Randall P. Gabe Senior Vice President/Chief Administrative Officer, Southwest Gas Corporation | 2025 | 433,833 | — | 411,999 | 369,702 | 452,887 | 18,554 | 1,686,975 | | | 2024 | 416,749 | — | 431,315 | 398,160 | 210,005 | 14,105 | 1,470,334 | | | 2023 | 394,040 | — | 354,107 | 345,774 | 474,034 | 8,603 | 1,576,558 | | Catherine M. Mazzeo(10) Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary | 2025 | 439,915 | — | 550,902 | 407,109 | 395,300 | 16,720 | 1,809,946 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  72. Summary Compensation Table (2025, 2024 and 2023)

    (1)Amounts shown in this column include any amounts deferred by the NEOs into 401(k) and nonqualified deferral plans. (2)Amounts shown in this column represent the aggregate grant date fair value of awards of PSUs and time-lapse RSUs granted in 2023, 2024 and 2025. In each case, the amounts were determined in accordance with FASB ASC Topic 718 based on the Common Stock share price on the date of grant. The value ultimately realized by the NEO upon actual vesting of the awards may or may not be equal to this determined value. The assumptions used to calculate these amounts are included in “Note 12 - Share-Based Compensation” included in the footnotes to the consolidated financial statements in our 2025 Annual Report on Form 10-K. However, as required, the amounts shown in this column exclude the impact of estimated forfeitures. PSU values were calculated based on the probable outcome of the performance conditions as of the grant date, which was determined to equal the target level of performance, except for the special PSUs granted in 2024 to Ms. Haller and Mr. Stefani, as discussed in the Company’s 2025 proxy statement filed on March 17, 2025. PSUs generally vest upon completion of a three-year performance period, with the amount that vests based on the achievement of certain company financial targets, and for the 2025 PSUs, application of a relative TSR modifier. For the 2025 PSUs, the final number of PSUs earned can range from 0% to 250% (assuming the highest level of performance and application of the maximum relative TSR modifier) of the number of PSUs granted. Upon settlement, shares of Common Stock are issued for each earned PSU. The value of PSUs granted in 2025 (without taking into account Ms. Haller’s special 2025 PSUs), assuming achievement of the highest level of performance for the three-year performance period ending on December 31, 2027,

  73. Summary Compensation Table (2025, 2024 and 2023)

    | 68 | Southwest Gas Holdings, Inc. |

  74. Summary Compensation Table (2025, 2024 and 2023)

    and using the closing price of Common Stock as of the date of grant in accordance with FASB ASC Topic 718, would be as follows: for Ms. Haller, $5,493,318; for Mr. Stefani, $1,857,618; for Mr. Forsberg, $183,118; for Mr. Brown, $1,810,991; for Mr. Gabe, $514,982; and for Ms. Mazzeo $688,620. Due to his separation from the Company, the final amount of earned PSUs for Mr. Stefani will be prorated based on his time of service during the applicable performance period. The time-lapse RSUs vest in three annual installments of 40%, 30%, 30% respectively following the grant, assuming the NEO continues to meet the requirements for vesting. For Ms. Haller, amounts shown in this column also include 7,338 Centuri RSUs granted to her for her service on the Centuri Board of Directors in fiscal year 2025. The Centuri RSUs vest on the day immediately prior to the first annual meeting of Centuri stockholders following the grant date. The grant date fair value of Ms. Haller’s Centuri RSUs is $151,970, which was based on the closing price of Centuri’s common stock of $20.71 on the grant date. Such amount was determined in accordance with FASB ASC Topic 718, with the grant date fair value calculated by multiplying the closing price of the grant date by the number of Centuri RSUs granted. Award agreements for PSUs and time-lapse RSUs give holders the right to receive dividend equivalent payments as and when dividends are paid on Common Stock, which dividends are reallocated into additional equity awards of the same type and with the same vesting schedule as the original award. (3)For the special PSUs granted in 2025 to Ms. Haller, amount reflects the aggregate grant date fair value of the award, determined in accordance with FASB ASC Topic 718. The value of Ms. Haller’s special PSUs was calculated based on the probable outcome of the performance conditions as of the grant date, which was determined to equal the target level of performance. The final number of PSUs earned can range from 0% to 172.5% (assuming the highest level of performance and application of the maximum relative TSR modifier) of the number of PSUs granted. Assuming achievement of the highest level of performance for the two-year performance period ending on December 31, 2026, and using the closing price of Common Stock as of the date of grant in accordance with FASB ASC Topic 718, the grant date fair value would be $3,384,298. See “Executive Compensation - Compensation Discussion and Analysis - 2025 Executive Officer Compensation - Long-Term Incentive Compensation” for further discussion of the special PSUs granted in 2025 to Ms. Haller. Upon settlement, shares of Common Stock are issued for each earned PSU. Additional information about the valuation methodologies and assumptions used in determining the amounts in this column are described in “Note 12 - Share-Based Compensation” included in the footnotes to the consolidated financial statements in our 2025 Annual Report on Form 10-K. (4)Amounts shown in this column represent the annual incentive cash awards paid in 2024, 2025 and 2026 for services performed in 2023, 2024 and 2025, respectively. Mr. Stefani’s 2025 annual cash incentive award was paid pursuant to his Transition and Separation Agreement. For more information on this, see “Executive Compensation - Compensation Discussion and Analysis - Post- Termination Benefits." (5)The aggregate change in the actuarial present value of the NEOs’ accumulated benefit under the Retirement Plan and the SERP for 2025 and the above-market interest (in excess of 120% of the applicable federal long-term rate with compounding) earned by the NEOs on executive deferral plan balances for 2025 are as follows:

  75. Summary Compensation Table (2025, 2024 and 2023)

    | | Increase in Pension Values ($) | Above-Market Interest ($) | | Ms. Haller | 1,004,955 | 97,310 | | Mr. Stefani | N/A | 6,562 | | Mr. Forsberg | N/A | 3,227 | | Mr. Brown | 523,547 | 30,093 | | Mr. Gabe | 386,716 | 66,171 | | Ms. Mazzeo | 386,637 | 8,663 |

  76. Summary Compensation Table (2025, 2024 and 2023)

    No amounts are payable from the pension plans before a participant attains age 55 and experiences a separation in service from the Company.

  77. Summary Compensation Table (2025, 2024 and 2023)

    | 2026 Notice and Proxy | 69 |

  78. Summary Compensation Table (2025, 2024 and 2023)

    (6)Employer contributions under the EDP for the NEOs and the EIP for Messrs. Stefani and Forsberg in 2025 were as follows:

  79. Summary Compensation Table (2025, 2024 and 2023)

    | | Employer Contributions ($) | | Ms. Haller | 38,096 | | Mr. Stefani | 54,294 | | Mr. Forsberg | 46,051 | | Mr. Brown | 20,417 | | Mr. Gabe | 14,700 | | Ms. Mazzeo | 15,361 |

  80. Summary Compensation Table (2025, 2024 and 2023)

    Matching contributions to the NEOs under the EDP equal 50% of the amount deferred by each officer up to 3.5% of the officer’s respective annual salary. Since they are not eligible for the Retirement Plan, Mr. Stefani and Mr. Forsberg receive a non-elective employer contribution of 3% of their salaries to their EIP accounts and 100% employer matching contributions on the first 7% of their EIP contributions. In 2025, Mr. Stefani and Mr. Forsberg received $34,392 and $33,524, respectively, in Company-paid non-elective and employer matching contributions to their EIP accounts and Mr. Stefani and Mr. Forsberg received $19,902 and $12,527, respectively, in matching contributions to their EDP accounts. In connection with Mr. Stefani’s separation from the Company, a total of $96,106 in company matching contributions and interest were forfeited from his EIP and EDP accounts, in accordance with the terms of the EIP and EDP. (7)In 2025, the aggregate amount of perquisites and personal benefits for the NEOs was less than $10,000 each. For Mr. Stefani, amounts in this column for 2023 include $35,537 for relocation expense reimbursement as described in Mr. Stefani’s 2022 Employment Agreement. (8)For Ms. Haller, amounts in this column include cash retainer fees in the amount of $146,250 paid for her service as a director of Centuri during the portion of 2025 when Centuri was a subsidiary of the Company. Amounts in this column also include $14,828 paid to Ms. Haller pursuant to the Southwest Gas life credit benefit. This benefit is offered to all employees, and provides a payment approximately equal to the cost for the employee to purchase group supplemental life insurance in an amount equal to two times the employee’s base salary. Although employees are encouraged to use this payment to purchase life insurance coverage, employees may use the payment at their discretion. (9)In connection with his separation from the Company in December 2025, Mr. Stefani received a negotiated settlement severance payment of $1,568,400 and $97,666 as payment for accrued but unused vacation. For more information on this, see “Executive Compensation - Compensation Discussion and Analysis - Post-Termination Benefits.” (10)Mr. Forsberg and Ms. Mazzeo were not named executive officers in 2023 or 2024, so no compensation is reported for them for those years.

  81. Summary Compensation Table (2025, 2024 and 2023)

    | 70 | Southwest Gas Holdings, Inc. |

  82. Grants of Plan-Based Awards (2025)

    Grants of Plan-Based Awards (2025) The following table sets forth information regarding each grant of an award made under our incentive plans and the Centuri director compensation plan to our NEOs during the fiscal year ended December 31, 2025.

  83. Grants of Plan-Based Awards (2025)

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Karen S. Haller | | Annual Cash | 660,000 | 1,320,000 | 2,640,000 | — | — | — | — | — | | | 2/20/25 | PSUs | — | — | — | 14,255 | 28,511 | 71,277 | — | 2,197,329 | | | 2/20/25 | Time- Lapse RSUs | — | — | — | — | — | — | 19,007 | 1,464,886 | | | 2/20/25 | Special PSUs | — | — | — | 14,001 | 25,456 | 43,912 | — | 1,961,901 | | | 2/17/25 | Centuri RSUs | — | — | — | — | — | — | 7,338 | 151,970 | | Robert J. Stefani | | Annual Cash | 217,700 | 435,400 | 870,800 | — | — | — | — | — | | | 2/20/25 | PSUs | — | — | — | 4,821 | 9,641 | 24,103 | — | 743,037 | | | 2/20/25 | Time- Lapse RSUs | — | — | — | — | — | — | 6,427 | 495,358 | | Justin S. Forsberg | | Annual Cash | 175,000 | 350,000 | 700,000 | — | — | — | — | — | | | 2/20/25 | PSUs | — | — | — | 475 | 950 | 2,376 | | 73,244 | | | 2/20/25 | Time- Lapse RSUs | — | — | — | — | — | — | 1,426 | 109,866 | | Justin L. Brown | | Annual Cash | 229,875 | 459,750 | 919,500 | — | — | — | — | — | | | 2/20/25 | PSUs | — | — | — | 4,700 | 9,399 | 23,498 | — | 724,399 | | | 2/20/25 | Time- Lapse RSUs | — | — | — | — | — | — | 6,266 | 482,933 | | Randall P. Gabe | | Annual Cash | 131,100 | 262,200 | 524,400 | — | — | — | — | — | | | 2/20/25 | PSUs | — | — | — | 1,336 | 2,673 | 6,682 | — | 206,000 | | | 2/20/25 | Time- Lapse RSUs | — | — | — | — | — | — | 2,673 | 206,000 | | Catherine M. Mazzeo | | Annual Cash | 144,365 | 288,730 | 577,460 | — | — | — | — | — | | | 2/20/25 | PSUs | — | — | — | 1,787 | 3,574 | 8,935 | — | 275,451 | | | 2/20/25 | Time- Lapse RSUs | — | — | — | — | — | — | 3,574 | 275,451 |

  84. Grants of Plan-Based Awards (2025)

    (1)The amounts reflect the threshold, target and maximum amounts which could have been earned under the annual cash component of our incentive compensation program. The actual amounts received by the NEOs for 2025 performance under the program are set forth under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.” Annual cash incentives are described in further detail under “Executive Compensation - Compensation Discussion and Analysis - 2025 Executive Officer Compensation - Annual Incentive Compensation.” Mr. Stefani’s 2025 annual cash incentive was paid pursuant to his Transition and Separation Agreement. For more information on this, see “Executive Compensation - Compensation Discussion and Analysis - Post-termination Benefits.”

  85. Grants of Plan-Based Awards (2025)

    | 2026 Notice and Proxy | 71 |

  86. Grants of Plan-Based Awards (2025)

    (2)Amounts shown are rounded to the nearest share. The amounts shown represent the threshold, target and maximum number of shares of Common Stock that could be earned with respect to PSUs granted in 2025 under the long-term performance component of our incentive compensation program. Except for Ms. Haller’s special 2025 PSUs, the number of PSUs that will become earned and vested, and the resulting number of shares of Common Stock to be issued, will be determined after completion of the three-year performance period ending December 31, 2027, and the number of shares can range from 50% at threshold to a maximum of 200% of the target number, subject to a 25% upward or downward modification based on relative TSR. When the Company’s relative TSR performance is at the 75th percentile or above, the cap is 250% of target. When performance is below the 75th percentile and above the 25th percentile, there is no modification. When performance is at the 25th percentile or below, there is a 25% downward modification (subject to a minimum payout of 50% of target if performance is above threshold). In addition, if the Company’s TSR is negative, the number of shares earned is capped based on relative TSR performance: 185% of target if relative TSR is at or above the 75th percentile, 115% of target if relative TSR is between the 50th and 75th percentiles, and 100% of target if relative TSR is at or below the 50th percentile. For the special 2025 PSUs granted to Ms. Haller, the two-year performance period ends December 31, 2026, and the number of PSUs that will become earned and vested, and the resulting number of shares of Common Stock to be issued, can range from 70% at threshold to 150% (assuming the highest level of performance) of the target number of PSUs granted, subject to 15% upward or downward modification based on relative TSR. When the Company’s relative TSR performance is at the 50th percentile or above, the cap is 172.5% of target. When performance is at the 49th percentile or below, there is a 15% downward modification. For Mr. Stefani, the number of PSUs that vest will be prorated based on his time of service during the performance period due to his separation from the Company in 2025. For more information on this, see “Executive Compensation - Compensation Discussion and Analysis - Post-Termination Benefits.” (3)Amounts shown are rounded to the nearest share. The amounts shown represent the number of time-lapse RSUs that were granted in 2025 under the long-term component of our incentive compensation program. The time-lapse RSUs awarded vest over three years, 40% at the end of the first year and 30% at the end of each of the second and third years, assuming the NEO continues to meet the requirements for vesting, and the initial vesting occurred in the first quarter of 2026. For further details regarding the long-term components of our incentive compensation program, see “Executive Compensation - Compensation Discussion and Analysis - 2025 Executive Officer Compensation - Long-Term Incentive Compensation.” For Ms. Haller, amounts in this column also include Centuri RSUs granted to her due to her service on the Centuri Board of Directors. The Centuri RSUs vest on the day immediately prior to the first annual meeting of Centuri stockholders following the grant date. For Mr. Stefani, all of his unvested time-lapse RSUs became fully vested as of his separation date and will be distributed six months after his separation date. For more information on this, see “Executive Compensation - Compensation Discussion and Analysis - Post-Termination Benefits.” (4)The amounts shown reflect the aggregate grant date fair value (based on the closing price of Common Stock on February 20, 2025 and the closing price of Centuri common stock on February 14, 2025 (due to the February 17, 2025 grant date being a holiday), as applicable) of time-lapse RSUs or PSUs granted on February 20, 2025, and on February 17, 2025 for Ms. Haller’s Centuri RSUs, calculated in accordance with FASB ASC Topic 718. With respect to the PSUs and Ms. Haller’s special 2025 PSUs, the amounts represent the grant date fair value assuming performance is achieved at target level.

  87. Grants of Plan-Based Awards (2025)

    | 72 | Southwest Gas Holdings, Inc. |

  88. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth information regarding unvested time-lapse RSUs, Centuri RSUs, PSUs and special PSUs for each of the NEOs, outstanding as of December 31, 2025, and assuming target performance.

  89. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Awards(1) | | | | | | | Name | Number of SWX Shares or Units of Stock That Have Not Vested (#)(2) | Number of CTRI Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of SWX Shares or Units of Stock That Have Not Vested ($)(3) | Market Value of CTRI Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Karen S. Haller | 39,471 | 7,338 | 3,158,469 | 185,285 | 89,401 | 7,153,880 | | Robert J. Stefani | — | — | — | — | 10,684 | 854,924 | | Justin S. Forsberg | 2,353 | — | 188,287 | — | 1,959 | 156,751 | | Justin L. Brown | 12,625 | — | 1,010,253 | — | 28,797 | 2,304,315 | | Randall P. Gabe | 5,535 | — | 442,911 | — | 5,817 | 465,442 | | Catherine M. Mazzeo | 5,358 | — | 428,747 | — | 4,938 | 395,119 |

  90. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)There were no securities underlying either unexercised stock options, which were exercisable or unexercisable, or unexercised unearned options granted under any equity incentive plan at the end of fiscal 2025. Share and unit values have been rounded to the nearest share or unit. (2)Represents time-lapse RSUs, which vest in annual installments over three years following the grant, assuming the NEO continues to meet the requirements for vesting, as reflected in the following tables, and for Ms. Haller, Centuri RSUs that vest on the day immediately prior to the first annual meeting of Centuri stockholders following the grant date, assuming she continues to meet the requirements for vesting. The 2025 time-lapse RSU grants and Centuri RSUs reflected in the table below include amounts discussed in footnote (3) to the “Grants of Plan-Based Awards (2025)” table. Outstanding time-lapse RSUs granted in 2023, 2024 and 2025 vest over three years, 40% at the end of the first year and 30% at the end of each of the second and third years. The Centuri RSUs granted to Ms. Haller in 2025 vest on the day immediately prior to the first annual meeting of Centuri stockholders following the grant date. All time-lapse RSUs, Centuri RSUs, and PSUs granted to the NEOs give the holders the right to receive dividend equivalent payments as and when dividends are paid on Common Stock, which dividends are reallocated into additional equity awards of the same type and with the same vesting schedule as the original award. Vesting for all NEOs, except Mr. Stefani who has no outstanding time-lapse RSUs, is as follows:

  91. Outstanding Equity Awards at Fiscal Year-End 2025

    | 2026 Notice and Proxy | 73 |

  92. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Grant Year | Vests January 2026 (#) | Vests in 2026 (Centuri RSUs) (#) | Vests January 2027 (#) | Vests January 2028 (#) | | Ms. Haller | 2025 | 7,851 | 7,338 | 5,888 | 5,888 | | | 2024 | 6,735 | — | 6,735 | — | | | 2023 | 6,374 | — | — | — | | Mr. Forsberg | 2025 | 589 | — | 442 | 442 | | | 2024 | 440 | — | 440 | — | | | 2023 | — | — | — | — | | Mr. Brown | 2025 | 2,588 | — | 1,941 | 1,941 | | | 2024 | 2,133 | — | 2,133 | — | | | 2023 | 1,889 | — | — | — | | Mr. Gabe | 2025 | 1,104 | — | 828 | 828 | | | 2024 | 917 | — | 917 | — | | | 2023 | 941 | — | — | — | | Ms. Mazzeo | 2025 | 1,476 | — | 1,107 | 1,107 | | | 2024 | 561 | — | 561 | — | | | 2023 | 546 | — | — | — |

  93. Outstanding Equity Awards at Fiscal Year-End 2025

    Vesting provisions of time-lapse RSUs and Centuri RSUs following certain termination events are discussed below under “Post-Termination Benefits.” (3)The market value of Company Common Stock was $80.02 per share, the closing price on the last trading day of 2025. The market value of Centuri common stock was $25.25 per share, the closing price on the last trading day of 2025. (4)Represents PSUs awarded for the performance periods beginning January 1, 2024 and January 1, 2025, special 2024 PSUs awarded to Mr. Brown with a two-year performance period beginning February 22, 2024, and special 2025 PSUs awarded to Ms. Haller with a two-year performance period beginning January 1, 2025. See footnote (2) to the “Grants of Plan-Based Awards (2025)” table and “Post-Termination Benefits” for a discussion of the vesting terms of our PSUs. Except for the special PSUs, assuming achievement of target level performance, the PSUs (plus accumulated dividend equivalents) will vest following the three-year performance period ending December 31, 2026 for awards granted in 2024, and December 31, 2027 for awards granted in 2025, subject to meeting all vesting requirements. For the special 2024 PSUs awarded to Mr. Brown, assuming achievement of the performance measures, the special PSUs (plus accumulated dividend equivalents) will vest following achievement of the performance measures after the two-year performance period ending February 22, 2026, and for the special 2025 PSUs awarded to Ms. Haller, following the two-year performance period ending December 31, 2026. For Mr. Stefani, amounts shown in this column for PSUs reflect proration based on his months of service during the applicable performance period.

  94. Stock Vested During 2025

    Stock Vested During 2025 The number of shares of Common Stock underlying PSUs and time-lapse RSUs that vested during 2025 and the value realized on vesting (the market price at vesting) are shown in the following table. There were no options to purchase Common Stock outstanding during 2025.

  95. Stock Vested During 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($) | | Karen S. Haller(1) | 94,534 | 7,339,227 | | Robert J. Stefani(3) | 54,126 | 4,308,460 | | Justin S. Forsberg | 2,082 | 161,640 | | Justin L. Brown(4) | 30,657 | 2,383,218 | | Randall P. Gabe | 8,202 | 635,187 | | Catherine M. Mazzeo | 3,609 | 276,878 |

  96. Stock Vested During 2025

    (1)The amount for Ms. Haller includes 42,157 shares of Common Stock representing the remaining 75% of the special 2024 PSUs that vested upon completion of the Centuri separation.

  97. Stock Vested During 2025

    | 74 | Southwest Gas Holdings, Inc. |

  98. Stock Vested During 2025

    (2)Amounts in this column are rounded to the nearest share. (3)The amount for Mr. Stefani includes shares of Common Stock underlying time-lapse RSUs vested according to the schedule contained in his 2022 Employment Agreement and pursuant to his Transition and Separation Agreement, as well as 12,547 shares of Common Stock representing the remaining 75% of the special 2024 PSUs that vested upon completion of the Centuri separation. The amount also includes 13,311 time-lapse RSUs, for which settlement is delayed until the six-month anniversary of Mr. Stefani’s separation date to comply with Section 409A of the Internal Revenue Code, because Mr. Stefani is a “specified employee” under Section 409A of the Internal Revenue Code. (4)The amount for Mr. Brown includes 8,161 shares of Common Stock representing 50% of the special 2024 PSUs that vested upon meeting the performance objectives.

  99. Pension Benefits

    Pension Benefits We offer two defined benefit retirement plans to the NEOs. They include the Retirement Plan, which is available to all employees of Southwest Gas who were hired before January 1, 2022, and the SERP, which is available to officers of Southwest Gas who were hired before January 1, 2022. Benefits under the Retirement Plan are based on (i) years of service with Southwest Gas, up to a maximum of 30 years, and (ii) highest average annual salary over a period of five consecutive years within the final 10 years of service, not to exceed an annual maximum compensation level of $350,000 (in 2025) established by the Internal Revenue Service. Vesting in the Retirement Plan occurs after five years of service with Southwest Gas. The SERP is designed to supplement the benefits under the Retirement Plan to a level of 50-60% of salary. The salary used for the SERP calculation is based on the 12-month average of the highest consecutive 36 months of salary at the time of retirement. Vesting in the SERP occurs at age 55, with 20 years of service, or at age 65 with 10 years of service with Southwest Gas. Upon retirement, the plans will provide a lifetime annuity to the NEOs, with a 50% survivor benefit to their spouses and an option to choose a 75% survivor benefit to their spouses. No lump sum payments are permitted under the plans except when the amount is less than $5,000. Ms. Haller and Mr. Gabe are vested in both plans and would receive full benefits if they were to retire as of the date of this Proxy Statement. Mr. Brown and Ms. Mazzeo are vested only in the Retirement Plan and, if they left the Company as of the date of this Proxy Statement, their accrued benefit under the Retirement Plan would be reduced by 58.56%, assuming benefits commenced at age 55. Mr. Brown would also receive a limited benefit under the SERP of $32,694 annually. Ms. Mazzeo would also receive a limited benefit under the SERP of $6,352 annually. Messrs. Stefani and Forsberg joined the Company after January 1, 2022 and are therefore not eligible for a benefit from either the Retirement Plan or the SERP.

  100. Pension Benefits

    | 2026 Notice and Proxy | 75 |

  101. Pension Benefits as of December 31, 2025

    Pension Benefits as of December 31, 2025 The following table sets forth the number of years of credited service and present value of accumulated benefits as of December 31, 2025, and payments received during the last fiscal year, under both the Retirement Plan and the SERP for each NEO.

  102. Pension Benefits as of December 31, 2025

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Karen S. Haller | Retirement Plan | 28 | 2,105,519 | — | | | SERP | 28 | 5,975,446 | — | | Robert J. Stefani | N/A | N/A | N/A | N/A | | Justin S. Forsberg | N/A | N/A | N/A | N/A | | Justin L. Brown | Retirement Plan | 20 | 979,306 | — | | | SERP | 20 | 2,191,509 | — | | Randall P. Gabe | Retirement Plan | 28 | 1,635,400 | — | | | SERP | 28 | 986,968 | — | | Catherine M. Mazzeo | Retirement Plan | 15 | 641,983 | — | | | SERP | 15 | 1,284,688 | — |

  103. Pension Benefits as of December 31, 2025

    (1)The valuation method and all material assumptions applied in quantifying the present value of the accrued benefits are described in “Note 10 - Pension and Other Postretirement Benefits” included in the footnotes to the consolidated financial statements in our 2025 Annual Report on Form 10-K.

  104. Nonqualified Deferred Compensation (2025)

    Nonqualified Deferred Compensation (2025) We maintain nonqualified deferred compensation plans under which our NEOs are permitted to defer base salary and other cash compensation. These plans are described in detail under “Executive Compensation - Compensation Discussion and Analysis - 2025 Executive Officer Compensation - Retirement Benefits.” The following table describes the nonqualified deferred compensation activity for each of our NEOs during fiscal year 2025.

  105. Nonqualified Deferred Compensation (2025)

    | Name | Executive Contributions in Last Fiscal Year($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Karen S. Haller | 309,039 | 38,096 | 265,534 | — | 3,435,663 | | Robert J. Stefani(4) | 41,478 | 19,902 | 16,230 | — | 180,615 | | Justin S. Forsberg | 25,995 | 12,527 | 6,922 | — | 92,501 | | Justin L. Brown | 125,666 | 20,417 | 74,393 | — | 911,096 | | Randall P. Gabe | 298,620 | 14,700 | 158,388 | — | 1,876,083 | | Catherine M. Mazzeo | 62,199 | 15,361 | 18,472 | — | 222,135 |

  106. Nonqualified Deferred Compensation (2025)

    (1)Amounts shown in this column are included in the “Salary” and “Non-Equity Incentive Compensation” columns of the “Summary Compensation Table.”

  107. Nonqualified Deferred Compensation (2025)

    | 76 | Southwest Gas Holdings, Inc. |

  108. Nonqualified Deferred Compensation (2025)

    (2)Deferred compensation earnings, which were above-market, and Company contributions are also reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and the “All Other Compensation” columns, respectively, of the “Summary Compensation Table.” Those amounts for the NEOs are as follows:

  109. Nonqualified Deferred Compensation (2025)

    | | Above-Market Interest ($) | Company Contributions ($) | Total ($) | | Ms. Haller | 97,310 | 38,096 | 135,406 | | Mr. Stefani(4) | 6,562 | 19,902 | 26,464 | | Mr. Forsberg | 3,227 | 12,527 | 15,754 | | Mr. Brown | 30,093 | 20,417 | 50,510 | | Mr. Gabe | 66,171 | 14,700 | 80,871 | | Ms. Mazzeo | 8,663 | 15,361 | 24,024 |

  110. Nonqualified Deferred Compensation (2025)

    (3)The amounts reported in this column that were previously reported as compensation to the NEOs in the “Summary Compensation Table” for previous years are as follows:

  111. Nonqualified Deferred Compensation (2025)

    | | 2023 ($) | 2024 ($) | 2025 ($) | | Ms. Haller | 165,331 | 379,029 | 444,445 | | Mr. Stefani(4) | 62,242 | 67,052 | 67,942 | | Mr. Forsberg* | — | — | 41,749 | | Mr. Brown | 38,357 | 154,521 | 176,176 | | Mr. Gabe | 60,511 | 122,298 | 379,491 | | Ms. Mazzeo* | — | — | 86,223 | | * Mr. Forsberg and Ms. Mazzeo became NEOs in 2025, so 2023 and 2024 values are not reported. | | | |

  112. Nonqualified Deferred Compensation (2025)

    (4)In connection with his separation from the Company in 2025, the aggregate balance of Mr. Stefani’s EDP account was adjusted to remove a total of $38,046, representing the unvested portion of company matching contributions and earned interest that was forfeited upon his separation in accordance with the terms of the EDP. The aggregate year-end account balance shown takes into account the forfeiture.

  113. Absent a Change in Control

    | | Summary Comp. Table Total for PEO ($)(1) | Summary Comp. Table Total for Former PEO ($)(2) | Compensation Actually Paid to PEO ($)(1)(5) | Compensation Actually Paid to Former PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(6) | Value of Initial Fixed $100 Investment Based On: | | GAAP Consolidated Net Income/ (Loss) (in millions $)(8) | Utility Adjusted Net Income (in millions $)(9) | | Year | | | | | | | TSR(7) | Peer Group TSR(4) | | | | 2025 | 10,029,409 | — | 11,108,958 | — | 2,364,616 | 2,535,977 | 157.14 | 171.29 | 439.83 | 273.94 | | 2024 | 8,153,592 | — | 7,211,864 | — | 2,340,314 | 2,533,014 | 134.40 | 140.39 | 198.82 | 249.90 | | 2023 | 7,129,341 | — | 5,840,814 | — | 2,646,306 | 2,400,319 | 116.19 | 116.85 | 150.89 | 240.35 | | 2022 | 4,355,798 | 6,129,727 | 3,648,614 | 1,664,481 | 1,823,386 | 1,319,319 | 109.03 | 126.18 | (203.29) | 177.11 | | 2021 | — | 5,674,579 | — | 6,424,725 | 2,139,255 | 2,303,196 | 119.35 | 122.27 | 200.78 | 182.14 |

  114. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation - Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. In the graphs below, CAP to the PEO for 2022 represents the aggregate CAP to Ms. Haller, the Company’s current CEO, and Mr. Hester, the Company’s former CEO.