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.

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ENTERPRISES L.P.

16690 COLLINS AVE., PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2025

3. Issuer Name and Ticker or Trading Symbol
Centuri Holdings, Inc. [ CTRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	10,847,672	I	Please see footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ENTERPRISES L.P.

16690 COLLINS AVE., PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS LP

(Last) (First) (Middle)

16690 COLLINS AVE.

PH

(Street)

SUNNY ISLES FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS MASTER FUND LP

(Last) (First) (Middle)

16690 COLLINS AVE.

PH

(Street)

SUNNY ISLES FL 33160

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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").

2. 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.

3. 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.

4. 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.

5. 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.

6. As of September 5, 2025, Icahn Partners directly beneficially owns 6,148,257 Shares and Icahn Master directly beneficially owns 4,699,415 Shares.

	/s/ Carl C. Icahn	09/05/2025
	ICAHN PARTNERS LP, /s/ Jesse Lynn, Chief Operating Officer	09/05/2025
	ICAHN PARTNERS MASTER FUND LP, /s/ Jesse Lynn, Chief Operating Officer	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the Form 3 filed for CTRI disclose?

The Form 3 discloses that Carl C. Icahn and affiliated entities beneficially own 10,847,672 shares of Centuri Holdings, Inc., and that Mr. Icahn is a director and 10% owner.

How are the 10,847,672 shares of CTRI allocated among reporting entities?

The filing states 6,148,257 shares are held directly by Icahn Partners LP and 4,699,415 shares are held directly by Icahn Partners Master Fund LP as of 09/05/2025.

When was the event requiring the Form 3 reported for CTRI?

The Form 3 lists the date of the event requiring the statement as 09/05/2025.

Does the Form 3 include derivative securities for CTRI?

No. Table II for derivative securities is present but contains no derivative positions in the filing.

Who signed the Form 3 for the reporting persons?

The Form 3 is signed by /s/ Carl C. Icahn and by /s/ Jesse Lynn, Chief Operating Officer for Icahn Partners LP and Icahn Partners Master Fund LP, dated 09/05/2025.