Form 3: Icahn Affiliates Disclose 10,847,672 CTRI Shares
Rhea-AI Filing Summary
Carl C. Icahn and affiliated entities reported beneficial ownership of 10,847,672 shares of Centuri Holdings, Inc. (CTRI) on a Form 3 dated 09/05/2025. The filing shows Mr. Icahn is a director and a 10% owner of CTRI through direct and indirect holdings among Icahn Partners LP and Icahn Partners Master Fund LP.
The disclosure breaks the position into 6,148,257 shares held directly by Icahn Partners and 4,699,415 shares held directly by Icahn Master as of the reporting date. The filing explains the chain of entities through which Mr. Icahn may be deemed to indirectly beneficially own the shares and includes signed attestations by the reporting persons.
Positive
- None.
Negative
- None.
Insights
TL;DR: Major insider holding disclosed: 10,847,672 shares reported by Icahn and affiliates, split between two funds.
This Form 3 documents an initial Section 16 beneficial ownership disclosure for Centuri Holdings, showing Mr. Icahn as a director and a greater-than-10% stakeholder. The filing specifies the ownership split: 6,148,257 shares held by Icahn Partners LP and 4,699,415 shares held by Icahn Partners Master Fund LP, with a total of 10,847,672 shares. The filing also maps the ownership and control chain through multiple affiliated entities and contains standard disclaimers regarding indirect ownership. For investors, this establishes who controls a sizable position but contains no transaction details or intentions.
TL;DR: Governance disclosure identifies Carl Icahn as a director and reportable beneficial owner via affiliated partnerships.
The Form 3 provides the required initial disclosure under Section 16, naming Mr. Icahn and two affiliated investment vehicles as reporting persons and documenting the entity structure that could imply indirect beneficial ownership. Signatures from Mr. Icahn and an officer of the reporting funds are included. The filing is procedural and informational; it does not include derivative positions, changes in control agreements, or other governance actions beyond the ownership mapping disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock, $0.01 par value per share | -- | -- | -- |
Footnotes (1)
- This Form 3 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners") and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the common stock, $0.01 par value per share ("Shares"), of Centuri Holdings, Inc. which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. As of September 5, 2025, Icahn Partners directly beneficially owns 6,148,257 Shares and Icahn Master directly beneficially owns 4,699,415 Shares.
