ICAHN CARL C → Southwest Gas Holdings, Inc. SWX

Item 4 of the Schedule 13D is hereby amended by adding the following: On October 14, 2025, the Issuer, the Reporting Persons, and Mr. Andrew J. Teno entered into an Amended and Restated Cooperation Agreement (the "2025 Agreement"). The 2025 Agreement amends, restates, supersedes and replaces the Amended and Restated Cooperation Agreement entered into between the Issuer, the Reporting Persons and Mr. Teno on October 14, 2024 (referred to as the "Prior Agreement"). The 2025 Agreement provides that certain provisions, including the right to nominate directors, will remain in effect for the 2026 annual meeting of the stockholders of the Issuer ("2026 Annual Meeting"). Pursuant to, and subject to the terms of, the 2025 Agreement, the Reporting Persons have the right to continue to designate up to four individuals to serve on the Board of the Issuer, which currently are Andrew W. Evans, Henry Linginfelter, Ruby Sharma and Andrew Teno (each, an "Icahn Designee" and, collectively, the "Icahn Designees"), and the Issuer has agreed to nominate the Icahn Designees for election at the 2026 Annual Meeting. The 2025 Agreement provides for participation by the Icahn Designees in the Strategic Transactions Committee and the other committees of the Board. Subject to the qualifications set forth therein, the standstill restrictions on the Reporting Persons will remain in effect until, and the 2025 Agreement will terminate upon, the later of (i) one minute following the completion of the 2026 Annual Meeting, and (ii) the earlier of (1) one minute following the time at which Mr. Teno (or any Replacement Designee for Mr. Teno, as defined in the Updated Cooperation Agreement) is no longer serving as a director on the Board and (2) the date that is thirty days prior to the expiration of the advance notice deadline in the Issuer's bylaws for the 2027 annual meeting of stockholders of the Issuer, provided, however, that the 2025 Agreement shall terminate automatically on the date on which the Board re-appoints as a director any former director of the Board (i.e., any person who was a director of the Board prior to the 2022 annual meeting of stockholders of the Issuer, but was not a director of the Board immediately after the 2022 annual meeting of stockholders of the Issuer), without the approval of a majority of the Icahn Designees. Pursuant to the terms of the 2025 Agreement, the Issuer further agreed with the Reporting Persons to establish the record date for the 2026 Annual Meeting for a time within thirty (30) days of March 3, 2026. The foregoing description of the 2025 Agreement is qualified in its entirety by reference to the 2025 Agreement, a copy of which is included hereto as Exhibit 7.