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Southwest Gas Holdings, Inc.

For the period ended May 7, 2026. Filed Mar 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 23, 2026

SWX$91.33+0.9%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the RegistrantxFiled by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under Rule 14a-12

Southwest Gas Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(i)(1) and 0-11.

Letter to Our Stockholders

Dear Fellow Stockholders:On behalf of the Board of Directors (the “Board”), we thank you for your continued support of Southwest Gas Holdings, Inc. (“we,” “us,” “our,” or the “Company”) during a pivotal year for the Company. As stewards of the Company and your investment, we remain committed to strong governance, active oversight, and a disciplined strategy that supports long-term value creation.In 2025, we completed the separation of Centuri Holdings, Inc. (“Centuri”), positioning the Company as a fully regulated natural gas business. This transformation strengthened the Company’s financial profile, sharpened operational focus, and increased strategic flexibility. With this focus, we are delivering safe, reliable, and affordable natural gas service to our communities and supporting their growing energy needs.The Company delivered strong financial and operational performance during 2025. We reinforced the balance sheet, eliminated debt at the Company level, and earned credit rating upgrades, enhancing liquidity and financial flexibility. Engagement with our stockholders remains a priority for the Board and an important component of our governance practices. Last fall, as part of our regular engagement efforts, we conducted extensive investor outreach, inviting stockholders representing approximately 59% of our outstanding shares (as of July 25, 2025) to engage on corporate governance and executive compensation matters. Through these discussions, the Board and management received valuable feedback. These perspectives continue to inform our ongoing oversight and decision-making processes, which we believe enhances our alignment with stockholder interests.The Board remains committed to sustainable long-term stockholder value. As a Company leadership transition takes place in May 2026, we are focused on financial performance, regulatory engagement, and supporting the growing energy needs of our communities. We are grateful for your trust and look forward to building on this momentum in the year ahead.Sincerely yours,Karen S. HallerPresident and Chief Executive OfficerE. Renae ConleyChair of the Board of Directors

2026 Notice and Proxyi

Table of Contents

LETTER TO OUR STOCKHOLDERSi
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS1
ABOUT SOUTHWEST GAS HOLDINGS, INC.2
PROXY STATEMENT SUMMARY4
BOARD AND GOVERNANCE MATTERS9
Proposal 1: Election of Directors9
Board of Directors10
Director Biographies10
Director Skills and Qualifications21
Selection of Directors23
Corporate Governance28
Corporate Governance Highlights28
Board Structure and Operations28
Board Oversight Responsibilities33
Other Governance Policies and Practices36
Director Compensation38
Director Compensation Narrative38
2025 Director Compensation Table40
Stock Ownership Guidelines for Non-Employee Directors41
Prohibition on Pledging and Hedging41
EXECUTIVE OFFICERS42
EXECUTIVE COMPENSATION43
Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation43
Compensation Discussion and Analysis44
Executive Summary44
Compensation Philosophy and Objectives50
Compensation Program Administration51
2025 Executive Officer Compensation54
Other Compensation Policies and Practices65
Compensation Committee Report67
Executive Compensation Tables68
Summary Compensation Table (2025, 2024 and 2023)68
Grants of Plan-Based Awards (2025)71
Outstanding Equity Awards at Fiscal Year-End 202573
Stock Vested During 202574
Pension Benefits75
Nonqualified Deferred Compensation (2025)76
Post-Termination Benefits77
Pay Ratio Disclosure81
Pay Versus Performance82
AUDIT MATTERS88
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm88
Selection and Engagement of the Independent Registered Public Accounting Firm89
Independent Auditor Fees89
Pre-Approval Policy and Procedures90
Audit Committee Report90
SECURITIES OWNERSHIP BY DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS91
Directors, Director Nominees, and Named Executive Officers91
Certain Beneficial Owners92
SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING93
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING94
iiSouthwest Gas Holdings, Inc.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.