False000198159900019815992026-08-122026-08-12
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 12, 2026
Centuri Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-42022 | 93-1817741 |
| (State or other jurisdiction of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
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19820 North 7th Avenue, Suite 120, Phoenix, Arizona | 85027 |
| (Address of principal executive offices) | (Zip Code) |
(623) 582-1235
Registrant’s telephone number, including area code
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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.01 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Vice President, Chief Financial Officer
On August 11, 2026, the Board of Directors (the “Board”) of Centuri Holdings, Inc. (the “Company”) appointed Kelly Youngblood as Executive Vice President, Chief Financial Officer, replacing Gregory A. Izenstark, effective as of August 12, 2026 (the “Effective Date”).
Prior to joining the Company, Mr. Youngblood, age 60, served, following the acquisition of MRC Global Inc. (“MRC”) by DNOW Inc. (“DNOW”), as executive advisor to the chief executive officer of DNOW from November 2025 to March 2026. Prior to such acquisition, Mr. Youngblood served as executive vice president and chief financial officer of MRC from March 2020 to November 2025, and executive vice president from November 2019. Prior to joining MRC, Mr. Youngblood served as executive vice president and chief financial officer of BJ Services from December 2017 to November 2019 and prior to that was the senior vice president and chief financial officer at Diamond Offshore Drilling, Inc. from 2016 to 2017. He has also held a variety of finance and accounting positions of increasing responsibility at Halliburton, including vice president of investor relations. Mr. Youngblood is a Certified Public Accountant and received a B.A. in Accounting from Cameron University.
Other than with respect to the compensation matters described herein, there are no arrangements or understandings between Mr. Youngblood and any other person pursuant to which he was selected to serve as Executive Vice President, Chief Financial Officer. There are also no family relationships between Mr. Youngblood and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Youngblood does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Youngblood entered into an employment agreement with the Company (the “Employment Agreement”), dated as of the Effective Date, which provides for the following compensation: (a) an annual base salary of $680,000, (b) the opportunity to earn an annual bonus for each fiscal year under the Company’s short-term incentive plan or policy in a target amount equal to 85% of base salary (prorated for 2026), (c) for each fiscal year beginning with 2027, an annual long-term incentive award target opportunity equal to 225% of base salary and (d) a grant on or promptly after the Effective Date of time-based restricted stock units with a grant date value of $2,030,000, consisting of the 2026 long-term annual incentive award and an additional $500,000, which will vest in equal installments on each of the first three anniversaries of the Effective Date.
The Employment Agreement also provides for the following severance benefits on termination of employment by the Company without cause or by Mr. Youngblood for good reason, subject to Mr. Youngblood’s execution and non-revocation of a severance agreement and release of claims:
•if the termination occurs at any time other than within 24 months after a change in control of the Company, (a) a lump sum payment equal to two times the annual base salary, (b) payment of any unpaid annual bonus earned for the year prior to the year of termination, and (c) subsidized COBRA premiums for 24 months; or
•if the termination occurs within 24 months after a change in control, (a) full vesting of all outstanding equity awards, with any performance conditions deemed met at target, (b) payment of any unpaid annual bonus earned for the year prior to the year of termination, (c) a lump sum payment equal to the sum of (i) two times the sum of the annual base salary, the target annual bonus and the target long-term incentive award opportunity, (ii) the full cost of health and dental coverage for two years, and (iii) the full cost of replacement disability and life insurance coverage (other than travel/accident) for two years.
Pursuant to the Employment Agreement, Mr. Youngblood is subject to restrictive covenants relating to intellectual property, confidentiality, non-competition, non-solicitation and non-disparagement.
The foregoing is a summary of the material terms of the Employment Agreement and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Youngblood has also entered into the Company’s standard indemnification agreement (the “Indemnification Agreement”), the form of which is filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the U.S. and Exchange Commission (the “SEC”) on March 22, 2024. Pursuant to the terms of the Indemnification Agreement, the Company may be required, among other things, to indemnify Mr. Youngblood for
some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his services as an executive officer of the Company.
The Company expects to enter into a severance agreement and release of claims with Mr. Izenstark (the “CFO Severance Agreement”), pursuant to which the Company will provide to Mr. Izenstark the termination without cause severance benefits to which he is entitled under the terms of his existing employment agreement as a result of his termination, as described in the Company’s Proxy Statement filed with the SEC on April 6, 2026. Mr. Izenstark will have the right to revoke the CFO Severance Agreement for seven days after executing it.
Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary
Also, on August 11, 2026, the Board appointed Danielle Hunter as Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary, replacing Jason S. Wilcock, effective as of August 12, 2026.
Ms. Hunter most recently served as President of Berry Corporation (“Berry”), formerly a publicly traded upstream energy company, from January 2023 through its acquisition by California Resources Corporation in December 2025. She joined Berry in 2020 as Executive Vice President, General Counsel and Corporate Secretary, a position she held through her appointment as President. Prior to Berry, Ms. Hunter served as Executive Vice President, General Counsel, Chief Risk & Compliance Officer, and Corporate Secretary of C&J Energy Services, Inc., through its acquisition by NexTier Oilfield Solutions Inc. (subsequently acquired by Patterson-UTI Energy, Inc.). Earlier in her career, she practiced corporate law at Vinson & Elkins LLP. Ms. Hunter currently serves on the Board of Directors of KLX Energy Services Holdings, Inc. and holds a Juris Doctor, with honors, from Tulane University Law School.
The Company expects to enter into a severance agreement and release of claims with Mr. Wilcock (the “CLAO Severance Agreement”), pursuant to which the Company will provide to Mr. Wilcock the termination without cause severance benefits to which he is entitled under the terms of his existing employment agreement as a result of his termination, as described in the Company’s Proxy Statement filed with the SEC on April 6, 2026. Mr. Wilcock will have the right to revoke the CLAO Severance Agreement for seven days after executing it.
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Item 7.01 | Regulation FD Disclosure. |
On August 12, 2026, the Company issued a press release announcing the leadership changes described above under Item 5.02. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. | Description |
| 10.1* | Employment Agreement with Kelly Youngblood, dated August 12, 2026 |
99.1 | Press Release of Centuri Holdings, Inc. dated August 12, 2026 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain personally identifiable information contained in this Exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
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.
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| CENTURI HOLDINGS, INC. |
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| Date: August 12, 2026 | By: | /s/ Christian I. Brown |
| | Christian I. Brown |
| | President, Chief Executive Officer |
Centuri Announces Executive Leadership Changes
AUGUST 12, 2026 PHOENIX—(BUSINESS WIRE)—Centuri Holdings, Inc. (NYSE: CTRI) (“Centuri” or the "Company"), a leading North American utility and energy infrastructure services company, today announced the appointments of Kelly Youngblood as Executive Vice President, Chief Financial Officer, succeeding Gregory A. Izenstark, and Danielle Hunter as Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary, succeeding Jason S. Wilcock. Both appointments are effective immediately.
Mr. Youngblood is a highly accomplished Chief Financial Officer with more than 30 years of global experience in the energy services and industrial distribution sectors. He has deep public company CFO, investor relations, and enterprise transformation experience, most recently as Executive Advisor to the Chief Executive Officer of DNOW (NYSE: DNOW), and immediately prior as Executive Vice President and Chief Financial Officer of MRC until its merger with DNOW.
Ms. Hunter has over 15 years of public company executive leadership experience within the energy industry, spanning corporate strategy, legal, governance, compliance and risk management. She also has a strong track record of leading companies through significant transactions and standing up and advancing the systems and processes essential for high-growth public companies at scale. Most recently, Ms. Hunter served as President of Berry Corporation, formerly a publicly traded upstream energy company.
“Enhancing our leadership is a critical step in our transformation. The appointments of Kelly and Danielle provide the leadership capabilities we need to meet and exceed the expectations we have set for ourselves and deliver the sustained performance our shareholders expect of us,” said Christian Brown, President & CEO of Centuri. “Kelly’s experience and financial acumen, coupled with his proven track record of hands-on leadership that achieves alignment of business performance and operational excellence makes him a strong and versatile addition to Centuri as we execute our Vision One Centuri strategy. Danielle is also an exceptional addition, bringing broad strategic and operational experience underpinned by strong legal and commercial strengths, which is needed as we grow as a fully integrated utility services organization.” Mr. Brown concluded by saying, “We thank Greg and Jason for their contributions to Centuri and wish them all the best in the future.”
“It is a privilege to join the Centuri team during a period of immense opportunity and market transformation for the industry. The Company has established a remarkably robust foundation in the utility infrastructure sector, and it is uniquely positioned to capitalize on a transformative era of profitable growth. I look forward to leveraging my experience leading finance organizations to successfully execute our strategic priorities, achieve our financial milestones, and drive sustainable, long-term value for our shareholders,” said Mr. Youngblood.
“I am excited to be joining Centuri during a time of strategic growth and tremendous opportunity. I look forward to partnering with the Centuri team to realize our Vision One Centuri strategy and achieve our growth goals to the benefit of all our stakeholders,” said Ms. Hunter.
About Kelly Youngblood
Mr. Youngblood most recently served as Executive Advisor to the Chief Executive Officer of DNOW Inc. (NYSE: DNOW), a publicly traded equipment distributor serving energy and industrial markets. He previously served as Executive Vice President and Chief Financial Officer of MRC Global Inc. from March 2020 until its acquisition by DNOW in November 2025. Prior to MRC, Mr. Youngblood held the positions of Executive Vice President and Chief Financial Officer at BJ Services, and as Senior Vice President and Chief Financial Officer of Diamond Offshore Drilling, Inc. (subsequently acquired by a predecessor company of Noble Corporation plc (NYSE: NE)). In addition, he held a variety of finance and accounting positions of increasing responsibility over a 27-year career at Halliburton, including Vice President of Investor Relations. Mr. Youngblood is a Certified Public Accountant and received a B.A. in Accounting from Cameron University. He was recognized for multiple years by Institutional Investor Magazine as Best Investor Relations Officer, and #1 in the energy sector category.
About Danielle Hunter
Ms. Hunter most recently served as President of Berry Corporation, formerly a publicly traded upstream energy company, from January 2023 through its acquisition by California Resources Corporation (NYSE: CRC) in December 2025. She joined Berry in 2020 as Executive Vice President, General Counsel and Corporate Secretary, a position she held through her appointment as President. Prior to Berry, Ms. Hunter served as Executive Vice President, General Counsel, Chief Risk & Compliance Officer, and Corporate Secretary of C&J Energy Services, Inc., through its acquisition by NexTier Oilfield Solutions Inc. (subsequently acquired by Patterson-UTI Energy, Inc. (NASDAQ: PTEN)). Earlier in her career, she practiced corporate law at Vinson & Elkins LLP. Ms. Hunter currently serves on the Board of Directors of KLX Energy Services Holdings, Inc. (NASDAQ: KLXE) and holds a Juris Doctor, with honors, from Tulane University Law School.
About Centuri Holdings, Inc.
Centuri Holdings, Inc. is a strategic utility and energy infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.
Investors should note that we announce material financial information in Securities and Exchange Commission ("SEC") filings, press releases and public conference calls. Based on guidance from the SEC, we may use the IR section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated into, this press release.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. The specific forward-looking statements made herein include (without limitation) statements regarding sustained performance of the Company, the execution of our Vision One Centuri strategy, our growth as a fully integrated utility services organization, our ability to capitalize on a transformative era of profitable growth and our ability to execute our strategic priorities, achieve our financial milestones, and drive sustainable, long-term value for our shareholders. A number of important risks, uncertainties and other factors affecting the business and financial results of Centuri could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions and those detailed from time to time in Centuri’s reports filed with the SEC, including Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. The statements in this press release are (i) made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise, and (ii) based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Except to the extent required by applicable law, Centuri does not assume any obligation to update or revise the 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. You are cautioned not to place undue reliance on these forward-looking statements.
For Centuri shareholders, contact:
Nate Tetlow
(480) 851-8426
NTetlow@centuri.com
For Centuri media information, contact:
Jennifer Russo
(602) 781-6958
JRusso@centuri.com
