Centuri (CTRI) officer has shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Centuri Holdings officer Jason S. Wilcock reported a tax-related share disposition. On the vesting of restricted stock units, 1,984 shares of Centuri common stock were withheld by the company at $30.96 per share to cover tax obligations. This was not an open market sale, and Wilcock now directly holds 64,736 Centuri shares.

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^*

Wilcock Jason S.

(Last) (First) (Middle)

19820 NORTH 7TH AVENUE

SUITE 120

(Street)

PHOENIX AZ 85027

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		F(1)		1,984	D	$30.96	64,736	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. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

Remarks:

The reporting person's full title is "Chief Legal and Administrative Officer"

	/s/ Jason S. Wilcock	02/26/2026
	** 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 4 (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).
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FAQ

What did Centuri (CTRI) officer Jason S. Wilcock report on this Form 4?

Jason S. Wilcock reported a tax-related share disposition. Centuri withheld 1,984 common shares upon vesting of restricted stock units to satisfy tax obligations, at $30.96 per share, rather than Wilcock selling shares in the open market.

Was the Centuri (CTRI) Form 4 transaction an open market stock sale?

No, it was not an open market sale. The 1,984 Centuri common shares were withheld by the company to cover Jason S. Wilcock’s tax withholding obligations tied to restricted stock unit vesting, as specifically noted in the filing footnote.

How many Centuri (CTRI) shares were involved in Jason S. Wilcock’s tax withholding?

The transaction involved 1,984 Centuri common shares. These shares were withheld by the issuer at a price of $30.96 per share to satisfy tax withholding obligations triggered when Wilcock’s restricted stock units vested.

How many Centuri (CTRI) shares does Jason S. Wilcock own after this Form 4 transaction?

After the tax-withholding disposition, Jason S. Wilcock directly holds 64,736 Centuri common shares. This figure is reported as his total direct ownership following the share withholding related to restricted stock unit vesting.

What does transaction code F mean in the Centuri (CTRI) Form 4 for Jason S. Wilcock?

Transaction code F denotes payment of a tax liability or exercise price by delivering securities. In this case, 1,984 Centuri shares were withheld to satisfy Jason S. Wilcock’s tax obligations from restricted stock unit vesting, rather than being sold on the market.