CTRI 8-K: Southwest Gas Sells 17.25M Shares; Icahn Buys 1.57M

Rhea-AI Filing Summary

Centuri Holdings disclosed that a major selling shareholder completed a public offering of 17,250,000 shares of Centuri common stock at an offering price of $19.50 per share, with underwriters exercising an option to purchase an additional 1,573,500 shares to cover over-allotments. The selling stockholder received net proceeds of approximately $325 million; the Company did not receive any proceeds from that sale.

Concurrently, the selling stockholder sold 1,573,500 shares to Icahn-affiliated investment entities for approximately $31 million, and Centuri agreed to provide resale registration rights for those shares under a Registration Rights Letter Agreement. After the transactions the selling stockholder holds 27,362,210 shares, representing approximately 30.9% of outstanding shares. The Company also entered an underwriting agreement with J.P. Morgan that includes a 30-day restraint on transfers by specified parties and customary representations and indemnities. Exhibits filed include the Underwriting Agreement, opinion of counsel, and the Registration Rights Letter Agreement.

Positive

• Offering completed with full exercise of the underwriters' overallotment option, indicating the transaction closed as structured
• Registration rights were granted to the Icahn investors, providing a defined resale mechanism under a registration statement

Negative

• The Company did not receive any proceeds from the Selling Stockholder's public offering (net proceeds of approximately $325 million went to the selling stockholder)
• Large block sale of 17,250,000 shares by the selling stockholder materially changed share distribution (selling stockholder remains at 27,362,210 shares, ~30.9% ownership)

Insights

Financial Analyst

TL;DR: Large secondary sale completed; company unchanged financially, but ownership stakes and resale mechanics materially altered.

The registrant reported a completed secondary offering by a major shareholder totaling 17,250,000 shares at $19.50 per share, with the underwriters fully exercising their overallotment option for 1,573,500 additional shares. The selling stockholder realized approximately $325 million net; the company received no proceeds, so there is no direct balance-sheet impact from the sale proceeds. The simultaneous private placement to Icahn-affiliated funds of 1,573,500 shares for roughly $31 million and the agreed resale registration mechanics change the near-term liquidity profile for those shares. The selling stockholder’s post-transaction stake of 30.9% remains a significant ownership position that investors should note for governance and control considerations.

Corporate Governance Expert

TL;DR: Transaction shifts share distribution and grants resale rights; governance implications depend on large-holder intentions.

The company executed an Underwriting Agreement (J.P. Morgan as representative) that imposes a 30-day transfer restriction on specified insiders, the selling stockholder and certain affiliates, a standard market-protecting lock-up. Separately, a Registration Rights Letter Agreement grants the Icahn investors resale registration rights to shares acquired in the concurrent private placement, with a latest registration deadline tied to a specified 181-day timing metric. These contractual changes affect the mechanics and timing by which large-block holders may access public liquidity, and they formalize resale pathways without creating company-funded issuances or proceeds. Material governance watchers should note the continued large block ownership and the specific registration covenant granted to the Icahn investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 6, 2025

Centuri Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-42022			93-1817741
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

19820 North 7th Avenue, Suite 120

Phoenix, Arizona 85027

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (623) 582-1235

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.01 per share par value

CTRI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Introductory Note

On August 11, 2025, Southwest Gas Holdings, Inc. (the “Selling Stockholder”) completed a public offering (the “Offering”) of 17,250,000 shares of its holdings of Centuri Holdings, Inc. (the “Company”) common stock, par value $0.01 per share (“Centuri Common Stock”), including the underwriters’ full exercise of their option to purchase an additional 1,573,500 shares to cover over-allotments. The Offering was made under a prospectus supplement specifically relating to the Offering dated August 7, 2025 (the “Prospectus Supplement”) and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (Registration No. 333-287200). The price to the public in the Offering was $19.50 per share (the “Offering Price”). The Selling Stockholder received net proceeds of approximately $325 million, after deducting underwriter discounts and commissions. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholder. On August 11, 2025, concurrently with the closing of the Offering and as previously contemplated by, and described in, the Prospectus Supplement, the Selling Stockholder closed the sale of an aggregate of 1,573,500 shares of its holdings of Centuri Common Stock to Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn (collectively, the “Icahn Investors”) at the Offering Price in a transaction exempt from registration (the “Concurrent Private Placement”). The net proceeds to the Selling Stockholder from the Concurrent Private Placement were approximately $31 million. The Company did not receive any of the proceeds from the Concurrent Private Placement by the Selling Stockholder.

As of the closing of the Offering and the Concurrent Private Placement, the Selling Stockholder owns 27,362,210 shares of Centuri Common Stock, or approximately 30.9% of the total outstanding shares of Centuri Common Stock.

Item 1.01    Entry Into a Material Definitive Agreement.

In connection with the Concurrent Private Placement, the Company agreed to grant to the Icahn Investors certain resale registration rights, as set forth in that certain Registration Rights Letter Agreement, dated as of August 6, 2025, by and among the Company and the Icahn Investors (the “Icahn Letter Agreement”). Pursuant to the terms of the Icahn Letter Agreement, subject to certain circumstances, the Company agreed to register the resale of any shares sold to the Icahn Investors in the Concurrent Private Placement no later than the 181st day after May 22, 2025, which was the closing date of a previous private placement of Centuri Common Stock by the Selling Stockholders to the Icahn Investors. The Icahn Investors will be permitted to make sales of common stock from time to time under the resale registration statement but do not have rights to demand underwritten offerings or “piggyback” registration.

A copy of the Icahn Letter Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Icahn Letter Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibit.

Item 8.01     Other Events.

On August 7, 2025, in connection with the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”) and the Selling Stockholder.

Under the terms of the Underwriting Agreement, the Company, the Company’s directors and executive officers, the Selling Stockholder, the Icahn Investors and certain of their respective affiliates also agreed not to sell or transfer any Centuri Common Stock without first obtaining the written consent of the Representative, subject to certain exceptions, for 30 days after the date of the Prospectus Supplement.

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The

foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Morrison & Foerster LLP relating to the validity of the securities issued and sold in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
1.1+						Underwriting Agreement, dated as of August 7, 2025, by and among Centuri Holdings Inc., Southwest Gas Holdings, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named therein.
5.1						Opinion of Morrison & Foerster LLP.
10.1*						Registration Rights Letter Agreement, dated as of August 6, 2025, by and among Centuri Holdings Inc., Icahn Partners LP and Icahn Partners Master Fund LP.
23.1						Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File, formatted in Inline XBRL.

+ Certain of the schedules and attachments to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

* Certain personal information in this exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CENTURI HOLDINGS, INC.
Date: August 11, 2025			By:			/s/ Gregory A. Izenstark
						Gregory A. Izenstark
						Executive Vice President and Chief Financial Officer

FAQ

What did Centuri (CTRI) disclose in this Form 8-K about the share sale?

The filing reports a selling stockholder completed a public offering of 17,250,000 shares at $19.50 per share, with an additional 1,573,500 shares sold to Icahn-affiliated funds.

Did Centuri receive proceeds from the offering disclosed in the 8-K?

No. The filing states the Company did not receive any proceeds from either the public offering or the concurrent private placement.

How much did the selling stockholder receive from the public offering?

The selling stockholder received net proceeds of approximately $325 million after underwriter discounts and commissions.

What stake does the selling stockholder hold after the transactions?

After the transactions, the selling stockholder owns 27,362,210 shares, representing approximately 30.9% of Centuri's outstanding common stock.

What rights were granted to the Icahn Investors in connection with the private placement?

The Company agreed to grant the Icahn Investors certain resale registration rights under a Registration Rights Letter Agreement and to register those shares by a specified 181-day timing metric.

Were there any transfer restrictions included in the underwriting arrangements?

Yes. Under the Underwriting Agreement with J.P. Morgan as representative, certain parties agreed not to sell or transfer Centuri common stock without the representative’s consent for 30 days after the prospectus supplement, subject to exceptions.