Southwest Gas Holdings (SWX) risk factors, FY2025 10-K

Southwest Gas Holdings's FY2025 10-K, filed Feb 25, 2026, lists 29 risk factors in 4 groups. Against the prior year's 37: 10 new, 18 dropped, 9 substantially reworded.

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Risk factors listed
294 groups
New this year
10vs 37 last year
Dropped
18since the prior 10-K
Substantially reworded
9of those kept
Section length
8k wordsItem 1A

What the changes say

  • Southwest Gas added risks regarding the Great Basin Expansion Project and a material weakness in internal controls.

What changed since the prior 10-K

New

  • NewOperational Risks

    Limited availability of contract labor and critical materials could delay or increase the cost of the Great Basin Expansion Project

    Specialized labor shortages and material availability could delay or increase the cost of the 2028 Great Basin Expansion Project.

  • NewOperational Risks

    Inflationary pressures, including any related impacts of increased indebtedness, on customers of Southwest Gas may influence the timely remittance (or any remittance) of customer payments for services, which may adversely affect our cash flows and associated reserves for uncollectible accounts and earnings

    Inflationary pressures may cause customer payment delays, adversely affecting cash flows and uncollectible accounts reserves.

  • NewOperational Risks

    Furthermore, changes in renewable portfolio standards or costs related to renewable initiatives may result in decreased demand for renewable natural gas projects related to Southwest Gas

    Changes in renewable portfolio standards could decrease demand for renewable natural gas projects.

  • NewOperational Risks

    The failure of technology may hinder the Company’s business operations and adversely affect its financial condition and results of operations

    Technology failures in billing, dispatching, or third-party cloud systems could disrupt business operations.

  • NewOperational Risks

    Our operations are subject to increased competition

    Electric utilities and interstate transmission pipelines pose increased competition and potential customer bypass threats.

  • NewOperational Risks

    The concentration of our operations in the States of Arizona, Nevada and California exposes our operations and financial results to economic conditions, weather patterns, and regulatory decisions in Arizona, Nevada, and California

    Operations are heavily concentrated in Arizona, Nevada, and California, which generated 53%, 35%, and 12% of margins respectively in 2025.

  • NewFinancial, Economic, and Market Risks

    The Company identified a material weakness in the Company's internal control over financial reporting, which could impact the Company's ability to report its results of operations and financial condition accurately and in a timely manner

    A material weakness in internal control over financial reporting led to misstated income tax expense and restated quarterly financials.

  • NewFinancial, Economic, and Market Risks

    Our regulated operations plant and other assets may be subject to impairment in the future

    Disallowance of cost recovery by the ACC, CPUC, PUCN, or FERC could trigger asset impairments.

  • NewGeneral Risks

    We may pursue acquisitions, divestitures, and other strategic opportunities which, if not successful, may adversely impact our results of operations, cash flows and financial condition

    Pursuing acquisitions or divestitures may distract management, strain liquidity, or fail to integrate properly.

  • NewGeneral Risks

    If securities or industry analysts do not publish research or reports or publish unfavorable research or reports about our business, our stock price and trading volume could decline

    Limited analyst coverage or stock downgrades could cause our stock price and trading volume to decline.

Dropped

  • DroppedOperational Risks

    Loss of, or a reduction in business from, one or more significant customers at Centuri could adversely affect results

  • DroppedOperational Risks

    Fixed-price and unit-price contracts are subject to potential losses that could adversely affect our results of operations

  • DroppedOperational Risks

    ceiling or are not allowable under the provisions of the contract or any applicable regulations, Centuri may not be able to obtain reimbursement for all of the costs Centuri incurs, which could have an adverse impact on our financial condition, results of operations, and cash flows

    Concentration of utility infrastructure services revenues from thirteen Centuri customers.

  • DroppedOperational Risks

    Centuri derives a significant portion of its revenues from long-term MSAs that may be cancelled by customers on short notice, or which Centuri may be unable to renew on favorable terms or at all

    Fixed-price and unit-price contracts subject Centuri to potential losses.

  • DroppedOperational Risks

    Weather conditions in our operating areas can adversely affect operations, financial position, and cash flows

    Failure to meet completion dates or performance standards on Centuri contracts.

  • DroppedOperational Risks

    Reliance on third-party suppliers and subcontractors

    Centuri reliance on long-term MSAs cancelable on 30 days notice.

  • DroppedOperational Risks

    Challenges related to supply chain constraints have negatively affected, and may in the future negatively affect, Centuri’s work mix and volumes and could adversely impact our results of operations overall

  • DroppedOperational Risks

    Disruptions in labor relations with Centuri’s employees could adversely affect results of operations

    Weather conditions affecting Centuri underground trenching and installation work.

  • DroppedOperational Risks

    Changing and uncertain work environment and conditions at Centuri could result in delays relating to billing and payment

  • DroppedRisks Related to Previously Announced Strategic Transactions

    Our options for disposing of our remaining ownership interest in Centuri may be limited by market conditions and tax considerations. Any disposition transaction of Centuri common stock may not occur on the anticipated timeline and may not have the anticipated benefits

  • DroppedRisks Related to Previously Announced Strategic Transactions

    If we dispose of our remaining equity ownership in Centuri, our and Centuri’s operational and financial profiles will change and each will be a less diversified company than each exists today

  • DroppedRisks Related to Previously Announced Strategic Transactions

    If the disposition of our remaining equity ownership in Centuri is completed, there may be changes in our stockholder base, which may cause the price of our common stock to fluctuate

    Centuri reliance on third-party suppliers and subcontractors.

  • DroppedRisks Related to Previously Announced Strategic Transactions

    We or Centuri may fail to perform under various transaction agreements that were executed in connection with the Centuri IPO

    Supply chain constraints affecting Centuri transformers and gas risers.

  • DroppedRisks Related to Previously Announced Strategic Transactions

    We have overlapping directors with Centuri, which may lead to conflicting interests or the appearance of conflicting interests

    Labor disruptions and collective bargaining agreements at Centuri.

  • DroppedFinancial, Economic, and Market Risks

    Centuri’s clients’ budgetary constraints, regulatory support or decisions, and financial condition could adversely impact work awarded

    Challenging work environments causing billing delays at Centuri.

  • DroppedRegulatory, Legislative, and Legal Risks

    Southwest Gas may not be able to rely on rate decoupling to maintain a stable financial position, results of operations, and cash flows

    Options for disposing of remaining ownership interest in Centuri.

  • DroppedGeneral Risks

    We may be unable to successfully integrate business acquisitions into our business and realize the anticipated benefits of such acquisitions

    Operational and financial profile changes if Centuri disposition is completed.

  • DroppedGeneral Risks

    Our goodwill and other assets have been subject to impairment and may be subject to further impairment in the future

    Potential changes in stockholder base following Centuri disposition.

Reworded

  • 60% rewrittenFinancial, Economic, and Market Risks

    Uncertain economic conditions may affect Southwest Gas’ ability to finance capital expenditures, including the Great Basin Expansion Project

    Added specific mention of long-term capital modernization needs and the Great Basin Expansion Project through 2028.

    Was: Uncertain economic conditions may affect Southwest Gas’ ability to finance capital expenditures and could reduce capital expenditures in the industries Centuri serves

  • 59% rewrittenOperational Risks

    Failure to attract and retain an appropriately qualified employee workforce, including executives and other management, could adversely affect our collective operations and ability to timely deploy on our plans

    Added references to safe, reliable, and affordable service and tenured employee retirements.

  • 58% rewrittenFinancial, Economic, and Market Risks

    As a holding company, the Company depends on our operating subsidiary, Southwest Gas, to meet financial obligations

    Clarified holding company dependency specifically on operating subsidiary Southwest Gas.

    Was: As a holding company, the Company depends on operating subsidiaries to meet financial obligations

  • 54% rewrittenOperational Risks

    Regulatory and legislative developments related to climate change, renewable portfolio standards, or costs for renewables, may adversely affect our operations and financial results

    Added electrification policies alongside decarbonization and GHG emission initiatives.

    Was: Regulatory and legislative developments related to climate change, or renewable portfolio standards or costs for renewables, may adversely affect our operations and financial results

  • 41% rewrittenOperational Risks

    Southwest Gas may be impacted by the effects of weather and climate change, including physical and transition risks

    Added details on seasonal cash requirements and revenue peaks in the first and fourth quarters.

    Was: Southwest Gas and Centuri may be impacted by the effects of weather and climate change, including physical and transition risks

  • 34% rewrittenRegulatory, Legislative, and Legal Risks

    Governmental policies and regulatory actions can reduce or impact the stability of Southwest Gas’ earnings or cash flows

    Added specific regulatory tracking mechanisms like decoupling and PGA mechanisms to regulatory risks.

    Was: Governmental policies and regulatory actions can reduce Southwest Gas’ earnings or cash flows and impact demand for Centuri’s services

  • 33% rewrittenFinancial, Economic, and Market Risks

    Our business could be negatively affected as a result of actions of activist stockholders

    Updated to reflect the formal termination of the cooperation agreement with Icahn Partners on February 11, 2026.

    Was: Our business could be negatively affected as a result of actions of activist shareholders

  • 26% rewrittenOperational Risks

    A cybersecurity incident has the potential to disrupt normal business operations, expose sensitive and confidential customer, employee or Company information, and/or lead to physical damages, and may result in legal claims or damage to our reputation

    Removed infrastructure services provider references, focusing strictly on natural gas provider cyber attack risks.

    Was: A cybersecurity incident has the potential to disrupt normal business operations, expose sensitive information, and/or lead to physical damages, and may result in legal claims or damage to our reputation

  • 24% rewrittenOperational Risks

    The nature of our operations presents inherent risks of loss that could adversely affect our results of operations

All 29 risk factors

Headings as the filing states them, in filing order.

Operational Risks

  1. 01Southwest Gas relies on having access to interstate pipelines’ transportation capacity, including extractive‑sector supply paths and midstream pipeline infrastructure. If these pipelines and related transportation capacity were not available, it could impact Southwest Gas’ ability to meet customers’ full requirements
  2. 02Failure to attract and retain an appropriately qualified employee workforce, including executives and other management, could adversely affect our collective operations and ability to timely deploy on our plans59% rewritten
  3. 03Limited availability of contract labor and critical materials could delay or increase the cost of the Great Basin Expansion ProjectNew
  4. 04Inflationary pressures, including any related impacts of increased indebtedness, on customers of Southwest Gas may influence the timely remittance (or any remittance) of customer payments for services, which may adversely affect our cash flows and associated reserves for uncollectible accounts and earningsNew
  5. 05The nature of our operations presents inherent risks of loss that could adversely affect our results of operations24% rewritten
  6. 06Regulatory and legislative developments related to climate change, renewable portfolio standards, or costs for renewables, may adversely affect our operations and financial results54% rewritten
  7. 07Furthermore, changes in renewable portfolio standards or costs related to renewable initiatives may result in decreased demand for renewable natural gas projects related to Southwest GasNew
  8. 08Southwest Gas may be impacted by the effects of weather and climate change, including physical and transition risks41% rewritten
  9. 09A cybersecurity incident has the potential to disrupt normal business operations, expose sensitive and confidential customer, employee or Company information, and/or lead to physical damages, and may result in legal claims or damage to our reputation26% rewritten
  10. 10The failure of technology may hinder the Company’s business operations and adversely affect its financial condition and results of operationsNew
  11. 11Our operations are subject to increased competitionNew
  12. 12The concentration of our operations in the States of Arizona, Nevada and California exposes our operations and financial results to economic conditions, weather patterns, and regulatory decisions in Arizona, Nevada, and CaliforniaNew

Financial, Economic, and Market Risks

  1. 13As a holding company, the Company depends on our operating subsidiary, Southwest Gas, to meet financial obligations58% rewritten
  2. 14Southwest Gas’ liquidity, and in certain circumstances, its earnings, may be reduced from historical amounts or expectations during periods in which natural gas prices are rising significantly or are more volatile
  3. 15Southwest Gas’ earnings may be materially impacted due to volatility in the cash surrender value of our COLI policies during periods in which stock market changes are significant
  4. 16The cost of providing pension and postretirement benefits is subject to changes in pension asset values, changing demographics, and actuarial assumptions which may have an adverse effect on our financial results
  5. 17Uncertain economic conditions may affect Southwest Gas’ ability to finance capital expenditures, including the Great Basin Expansion Project60% rewritten
  6. 18Our business could be negatively affected as a result of actions of activist stockholders33% rewritten
  7. 19Increases in market interest rates may have an adverse effect on the market price of our common stock
  8. 20The Company identified a material weakness in the Company's internal control over financial reporting, which could impact the Company's ability to report its results of operations and financial condition accurately and in a timely mannerNew
  9. 21Our regulated operations plant and other assets may be subject to impairment in the futureNew

Regulatory, Legislative, and Legal Risks

  1. 22The Company is currently subject to, and may in the future be subject to, litigation or threatened litigation, which may result in liability exposure that could have a material adverse effect on its business and results of operations
  2. 23Governmental policies and regulatory actions can reduce or impact the stability of Southwest Gas’ earnings or cash flows34% rewritten
  3. 24Southwest Gas may be subject to increased costs related to the operation of natural gas pipelines under regulations concerning natural gas pipeline safety, which could have an adverse effect on our results of operations, financial condition, and/or cash flows

General Risks

  1. 25The Company’s operating results may be adversely impacted by an economic downturn
  2. 26A significant reduction in the Company’s and Southwest Gas’ credit ratings could materially and adversely affect our business, financial condition, and results of operations
  3. 27We may pursue acquisitions, divestitures, and other strategic opportunities which, if not successful, may adversely impact our results of operations, cash flows and financial conditionNew
  4. 28Natural disasters, public health crises and epidemic or pandemic related illness, war, or terrorist activities, and other extreme events could adversely affect the Company’s business, results of operations, financial condition, liquidity, and/or cash flows
  5. 29If securities or industry analysts do not publish research or reports or publish unfavorable research or reports about our business, our stock price and trading volume could declineNew

Other Southwest Gas Holdings 10-Ks

  • FY2024 10-K risk factors
    37 risks

    Southwest Gas faces concentration risks from Centuri utility services customers and master service agreements. The company manages risks related to the ongoing Centuri separation and spin-off. Regulatory rate decisions, pipeline safety, and natural gas supply costs heavily impact operations.

    Filed Feb 26, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.