Every 8-K that Centuri Holdings, Inc. (CTRI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CTRI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CTRI filings page.
Centuri Holdings, Inc. reported executive leadership changes, appointing Kelly Youngblood as Executive Vice President and Chief Financial Officer and Danielle Hunter as Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary, effective August 12, 2026, succeeding Gregory A. Izenstark and Jason S. Wilcock, respectively.
Youngblood’s employment agreement provides a $680,000 annual base salary, a target annual bonus equal to 85% of base salary, a long‑term incentive target equal to 225% of base salary beginning in 2027, and an initial grant of time‑based restricted stock units valued at $2,030,000 vesting over three years. The agreement includes severance protections, with enhanced benefits and full equity vesting if his employment is terminated without cause or for good reason within 24 months after a change in control, as well as restrictive covenants and indemnification. The company expects to provide contractually owed severance benefits to the departing CFO and Chief Legal & Administrative Officer under their existing agreements.
Centuri Holdings reported strong second quarter 2026 growth, with record revenue of $962.0 million, up 33% year over year, and Base Revenue of $959.5 million, up 36%. Gross profit was $69.1 million versus $67.8 million, while Base Gross Profit rose 21% to $75.7 million. GAAP net income attributable to common stock declined to $6.1 million, but Adjusted Net Income increased 44% to $24.4 million and Adjusted EBITDA grew 5% to $75.7 million. Revenue expanded across all segments, led by Canadian Operations up 48% and U.S. Gas up 45%.
Management highlighted continued commercial momentum with nearly $850 million of second‑quarter bookings, $2.2 billion year‑to‑date bookings, a $6.4 billion backlog, and a record $16 billion opportunity pipeline. Net Debt to Adjusted EBITDA improved to 2.6x. Centuri closed the $62 million acquisition of JJ White, which had $315 million of backlog and is expected to contribute more than $20 million of annual gross profit and be immediately accretive to Adjusted Net Income. For 2026, the company raised guidance to Base Revenue of $3.5–$3.7 billion, Revenue of $3.59–$3.79 billion, Adjusted EBITDA of $285–$310 million, Adjusted Net Income of $60–$75 million, and Net Capital Expenditures of $60–$75 million.
Centuri Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 19, 2026. Holders of 89,191,565 shares of common stock were represented in person or by proxy.
Stockholders elected all nine director nominees, including Christian I. Brown and Steven E. Nielsen. They also approved, on a non-binding advisory basis, the Company’s executive compensation, approved the Employee Stock Purchase Plan, and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 3, 2027.
Centuri Holdings, Inc. reported strong first quarter 2026 results, with revenue of $723.2 million, up 31% from the first quarter of 2025. Gross profit rose 76% to $35.8 million, and Adjusted EBITDA increased 34% to $32.6 million. The company narrowed its net loss to $9.5 million, with Adjusted Net Loss improving to $2.0 million. Base Revenue grew 29% to $688.7 million, while Base Gross Profit nearly doubled to $28.0 million, reflecting better underlying operations excluding storm work. Centuri booked $1.3 billion of work and expanded its backlog to a record $6.5 billion, a 44% year-over-year increase. Management reiterated full-year 2026 guidance and introduced 2025–2029 targets, including Base Revenue CAGR of 10%–15% and Base Gross Profit Margin of 8.7%–9.7% by 2029.
Centuri Holdings, Inc. increased the size of its Board of Directors from eight to nine members and appointed specialty contracting services executive Steven E. Nielsen to fill the new seat, effective immediately.
Nielsen is the former Chairman, President and Chief Executive Officer of Dycom Industries, where he helped grow revenue from under $200 million to more than $4.5 billion. He joins Centuri as an independent director, will receive standard non-employee director compensation, and is expected to stand for election at the 2026 Annual Meeting. The board expansion prompted an extension of the deadline to submit nominations for this new position until the close of business on March 30, 2026.
Centuri Holdings reported strong fourth-quarter and full-year 2025 results, highlighted by record annual revenue of $2.983 billion, up 13% from 2024. Fourth-quarter revenue reached $858.6 million, a 19.7% increase, with broad-based growth across U.S. Gas, Canadian Operations, Union Electric, and Non-Union Electric.
Base Revenue rose 18% to $2.943 billion, while Base Gross Profit climbed 35% to $234 million, lifting Base Gross Profit Margin from 6.9% to 8.0%. Net income attributable to common stock improved to $22.4 million from a prior-year loss, and Adjusted Net Income increased 48.7% to $39.0 million. Adjusted EBITDA edged up to $249.0 million.
Commercially, 2025 bookings totaled $4.5 billion with a 1.5x book-to-bill ratio, expanding backlog to $5.9 billion, a 59% rise. Centuri reduced its Net Debt to Adjusted EBITDA Ratio to 2.5x from 3.6x, aided by $250.9 million of equity proceeds and the $58 million Connect Atlantic acquisition. For 2026, the company guides to revenue of $3.24–$3.54 billion and Adjusted EBITDA of $280–$310 million.
Centuri Holdings, Inc. reported that James W. Connell, Jr., its Executive Vice President and Chief Commercial and Strategy Officer, has decided to resign from his role. His resignation is effective January 31, 2026, giving the company time to manage the leadership transition in its commercial and strategy functions.
The company stated that Mr. Connell is leaving to pursue another opportunity and that his decision did not arise from any disagreement with Centuri Holdings. This emphasizes that the change is described as a personal career move rather than a response to internal conflict or strategic disputes.
Centuri Holdings, Inc. entered an underwriting agreement to sell 7,441,860 shares of common stock at $21.50 per share. The underwriters also have a 30‑day option to purchase up to 1,116,279 additional shares at the same price, less discounts. The transaction is being conducted off an effective Form S‑3 shelf and is expected to close on November 14, 2025.
Concurrently, Centuri agreed to a private placement of approximately $75 million of common stock to Icahn Partners LP and Icahn Partners Master Fund LP at the same per‑share price, closing immediately after the offering, subject to customary conditions including completion of the offering. The company plans to use net proceeds from both transactions for general corporate purposes, which may include acquisitions and repayment of borrowings under its current credit agreement.
Centuri, its directors and officers, the Icahn Investors, and certain affiliates agreed to a 30‑day lock‑up from the date of the prospectus supplement, subject to exceptions. The company will register the resale of the private placement shares no later than the 181st day following the private placement closing; the Icahn Investors do not have demand or piggyback rights for underwritten offerings.
Centuri Holdings (CTRI) entered a Director Appointment and Nomination Agreement with the Icahn Group. The Board was increased to eight directors and Dustin DeMaria was appointed effective November 10, 2025, and will be included on the Company’s slate for the 2026 Annual Meeting.
The Icahn Group may designate a replacement if the designee departs, per the Agreement. While the Icahn designee serves, Board consideration of CEO/CFO appointments and material M&A or similar transactions will occur at the full Board level or in committees that include the designee. If the Icahn Group’s “Net Long Position” falls below 5,423,836 Common Shares, the designee must resign and replacement rights end.
So long as the Icahn Group maintains at least 5,423,836 shares, the Company will not adopt a rights plan with an “Acquiring Person” threshold below 20% unless the Icahn Group is exempt up to 20%. The Agreement includes customary voting, standstill, and non‑disparagement terms, with standstill timing tied to the period around and following the 2026 Annual Meeting. A confidentiality agreement will be entered concurrently. A press release announcing the appointment and Agreement was furnished on November 11, 2025.
Centuri Holdings, Inc. filed a current report to furnish information about its results of operations and financial condition. The company is providing the textual information from a press release issued on November 5, 2025 as an exhibit under Item 2.02, rather than treating it as filed for liability purposes. The press release is identified as Exhibit 99.1 and may also be accessed through the company’s website, where Centuri notes it can discontinue online availability at any time.
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.
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