[Form 4] Centuri Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. reported the sale of 18,823,500 shares of Centuri Holdings, Inc. (CTRI) common stock on 08/11/2025 at a price of $19.50 per share. The Form 4 shows the transaction was coded as a sale and the filing lists the disposition occurred through an underwritten public offering alongside a concurrent private placement. After the reported transaction, Southwest Gas Holdings beneficially owned 27,362,210 CTRI shares. The Form identifies the reporting entity and notes the relationship to the issuer as a director-level reporting person. The disclosure is limited to the sale details and the method of distribution; no proceeds total or reasons for the sale are provided.

Insights

Securities Analyst

Large, structured disposition by a significant holder via underwritten offering.

The Form 4 documents a substantial open-market-type disposal: 18.8 million CTRI shares sold at $19.50 in an underwritten public offering with a concurrent private placement. For investors this is material because it meaningfully reduces the reporting person's beneficial stake to 27.36 million shares, and the use of an underwritten structure indicates an organized sale rather than ad hoc insider trading. The filing contains no information on proceeds allocation or post-offering intentions, so evaluation of strategic impact must await further disclosures.

Corporate Governance Expert

Significant insider disposition raises governance and signaling considerations.

The report shows a sizable disposition by Southwest Gas Holdings recorded on Form 4. The transaction was executed through an underwritten offering and private placement, suggesting coordination with capital markets intermediaries. Such a reduction in ownership by a reporting entity that is identified in a director relationship can be viewed as a material corporate event for shareholders because it alters ownership concentration. The Form lacks commentary on any voting agreements or ongoing governance arrangements post-sale.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Southwest Gas Holdings, Inc.

(Last) (First) (Middle)

8360 S. DURANGO DR

(Street)

LAS VEGAS NV 89113

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2025		S		18,823,500	D	$19.5(1)	27,362,210	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities were sold in an underwritten public offering and concurrent private placement at a price of $19.50 per share of common stock of the Issuer.

	/s/ Catherine M. Mazzeo, Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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