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LAS VEGAS, Aug. 7, 2025 /PRNewswire/ -- Southwest Gas Holdings, Inc.聽(NYSE: SWX) ("Southwest Gas Holdings" or the "Company") today announced the commencement of an underwritten secondary public offering of聽Centuri Holdings, Inc.聽(NYSE: CTRI) ("Centuri") common stock (the "Offering"), pursuant to which聽Southwest Gas Holdings, as the selling stockholder, is offering 15,000,000 existing shares of Centuri's common stock.聽Southwest Gas Holdings聽expects to grant the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of Centuri's common stock.

In addition to the shares of Centuri's common stock sold in the Offering,聽Southwest Gas Holdings聽announced that聽Icahn Partners聽and聽Icahn Partners Master Fund LP, investment entities affiliated with聽Carl聽C. Icahn, will purchase an聽aggregate of 1,573,500 shares of聽Centuri's common stock from聽Southwest Gas Holdings聽in a concurrent private placement at a price per share equal to the Offering price per share. The concurrent private placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The sale of these shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the Offering is not conditioned upon the closing of the concurrent private placement.

The shares are being offered pursuant to an effective shelf registration statement (including a base prospectus) that has been filed by Centuri with the聽U.S. Securities and Exchange Commission聽(the "SEC"). A preliminary prospectus supplement relating to and describing the terms of the offering will be filed by聽Centuri with the聽SEC聽and will be available on the聽SEC's聽website at .聽The proposed Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

About聽Southwest Gas Holdings

Southwest Gas Holdings, Inc., through its primary operating subsidiary聽Southwest Gas Corporation, engages in the business of purchasing, distributing, and transporting natural gas.聽Southwest Gas Corporation聽is a dynamic energy company committed to exceeding the expectations of over 2 million customers throughout聽Arizona,聽Nevada, and聽California聽by providing safe and reliable service while innovating sustainable energy solutions to fuel the growth in its communities. In addition,聽Southwest Gas Holdings, Inc.聽is the majority owner of聽Centuri Holdings, Inc., which provides comprehensive utility infrastructure services across聽North America.

About Centuri

Centuri Holdings, Inc.聽is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across聽the United States聽and聽Canada.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the聽U.S.聽Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, statements regarding聽Southwest Gas Holdings'聽expectations or intentions regarding the future. These forward-looking statements can often be identified by the use of words such as "will", "predict", "continue", "forecast", "expect", "believe", "anticipate", "outlook", "could", "target", "project", "intend", "plan", "seek", "estimate", "should", "may" and "assume", as well as variations of such words and similar expressions referring to the future, and include (without limitation) statements regarding expectations with respect to the expected completion, timing and size of the proposed Offering and the concurrent private placement and whether the underwriters will exercise their option to purchase additional shares. A number of important factors affecting the business and financial results of聽Southwest Gas Holdings聽and/or Centuri could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, the timing of a separation of聽Southwest Gas Holdings'聽remaining interests in Centuri, the timing and impact of executing (or not executing) such transaction alternatives, the timing and amount of rate relief, changes in rate design, customer growth rates, the effects of regulation/deregulation, tax reform and similar changes and related regulatory decisions, the impacts of construction activity at Centuri, the potential for, and the impact of, a credit rating downgrade, the costs to integrate new businesses, future earnings trends, inflation, sufficiency of labor markets and similar resources, seasonal patterns, current and future litigation, and the impacts of stock market volatility. Factors that could cause actual results to differ also include (without limitation) those discussed in聽Southwest Gas Holdings'聽and Centuri's respective periodic reports filed from time to time with the聽SEC, including聽Southwest Gas Holdings' and Centuri's most recent Annual Reports on Form 10-K under the heading "Risk Factors" and "Quantitative and Qualitative Disclosure about Market Risk," as well as the preliminary prospectus supplement relating to the proposed Offering filed with the聽SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by聽Southwest Gas Holdings聽and/or Centuri on their websites or otherwise.聽Southwest Gas Holdings聽does not assume any obligation to update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

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