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Southwest Gas Holdings reported a significant sale of Centuri Holdings (CTRI) common stock in a Form 4 filing. The transaction occurred on June 18, 2025, where the company, acting as a 10% owner, disposed of 11,212,500 shares at a price of $20.75 per share through an underwritten public offering.
Following the transaction, Southwest Gas Holdings maintains direct beneficial ownership of 47,245,950 shares of Centuri Holdings common stock. The sale represents a substantial divestment but indicates the company remains a significant shareholder.
Key Transaction Details:
- Transaction Type: Sale (S)
- Total Transaction Value: Approximately $232.6 million
- Ownership Form: Direct (D)
- Filing was signed by Catherine M. Mazzeo, Senior VP/Chief Legal, Safety & Compliance Officer and Corporate Secretary
Centuri Holdings has announced significant changes in its ownership structure through a major public offering and private placement. The company's major stockholder, Southwest Gas Holdings, completed a public offering of 11,212,500 shares at $20.75 per share, including the full exercise of underwriters' over-allotment option, generating net proceeds of approximately $225 million.
Additionally, Southwest Gas Holdings entered into an agreement with Icahn Investors (affiliated with Carl C. Icahn) for a concurrent private placement of 1,060,240 shares at the same price, expected to generate about $22 million. This private placement is pending HSR Act clearance and must close by July 9, 2025.
Key ownership changes:
- Southwest Gas Holdings' ownership reduced to 53.3% after public offering
- Will further decrease to 52.1% after Icahn private placement completion
- 45-day lock-up period implemented for insiders and major shareholders
- Icahn Investors granted registration rights for resale after 181 days
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