Centuri Holdings (CTRI) officer Connell vests 19,011 RSUs and forfeits unvested awards on exit

Rhea-AI Filing Summary

Centuri Holdings officer James W. Connell Jr., the Chief Commercial and Strategy Officer, reported equity award activity around his departure. On January 30, 2026, 19,011 restricted stock units vested and converted into common stock, with 5,280 shares withheld at $27.83 to cover taxes, leaving 38,191 common shares held directly.

In connection with his resignation effective January 31, 2026, Connell forfeited 11,791 restricted stock units and 17,687 performance stock units, leaving no units outstanding from those awards.

Insights

Equity compensation and governance analyst

Officer equity awards vest, tax shares withheld, and unvested units forfeited at resignation.

The filing shows James W. Connell Jr., Centuri Holdings' Chief Commercial and Strategy Officer, settling 19,011 restricted stock units into common shares on January 30, 2026. The company withheld 5,280 shares at $27.83 to satisfy tax obligations, a standard non‑market transaction.

Following this vesting, Connell directly held 38,191 common shares. One day later, in connection with his resignation effective January 31, 2026, he forfeited 11,791 additional restricted stock units and 17,687 performance stock units. These forfeitures remove potential future share issuance tied to his awards, modestly reducing prospective dilution from his individual grants.

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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X

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^*

Connell James W. Jr.

(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)
01/30/2026

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	01/30/2026		M		19,011	A	(1)(2)	43,471	D
Common Stock	01/30/2026		F(3)		5,280	D	$27.83	38,191	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
Restricted Stock Units	(1)(2)	01/30/2026		M			19,011	(4)	(4)	Common Stock	19,011	$0	11,791	D
Restricted Stock Units	(1)	01/31/2026		D			11,791	(5)	(5)	Common Stock	11,791	$0	0	D
Performance Stock Units	(6)	01/31/2026		D			17,687	(7)	(7)	Common Stock	17,687	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") is the economic equivalent of one share of the Centuri Holdings, Inc.'s (the "Issuer") common stock.

2. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.

3. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of RSUs. This is not an open market sale of securities.

4. On July 30, 2024, the Reporting Person was granted 19,011 RSUs, which vested in full on January 30, 2026.

5. On February 25, 2025, the Reporting Person was granted 11,791 RSUs, which were to vest ratably over three years, with one-third of the RSUs to vest on each of the first three anniversaries of the date of grant. A total of 11,791 RSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.

6. Each performance stock unit ("PSU") is the economic equivalent of one share of the Issuer's common stock.

7. On February 25, 2025, the Reporting Person was granted 17,687 PSUs, which were eligible to be earned by the Reporting Person based on the achievement of certain performance metrics, as set forth in the applicable PSU award agreement by and between the Issuer and the Reporting Person, over a one-year initial performance period from January 1, 2025 to December 31, 2025 and a subsequent two-year performance period from January 1, 2026 to December 31, 2027 (collectively, the "Performance Period"). Earned shares would have vested after the Performance Period. A total of 17,687 PSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.

Remarks:

The Reporting Person's full title is "Chief Commercial and Strategy Officer"

	/s/ Jason S. Wilcock, as attorney-in-fact for James W. Connell, Jr.	02/03/2026
	** 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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FAQ

What insider transactions did James W. Connell Jr. report at Centuri Holdings (CTRI)?

Connell reported RSU vesting, tax withholding, and forfeitures. On January 30, 2026, 19,011 RSUs converted into common stock, with 5,280 shares withheld for taxes. In connection with his January 31, 2026 resignation, he forfeited 11,791 RSUs and 17,687 performance stock units.

How many Centuri Holdings (CTRI) shares does Connell own after these Form 4 transactions?

Connell directly owns 38,191 Centuri common shares after the transactions. Following RSU settlement and tax share withholding at $27.83 per share, his beneficial ownership in common stock stands at 38,191 shares, with no remaining RSUs or PSUs from the forfeited awards outstanding.

Were any of Connell’s Centuri Holdings (CTRI) shares sold in the open market?

No open market sales are reported in this filing. Shares labeled under code “F” represent 5,280 shares withheld by the issuer to satisfy tax obligations on RSU vesting, explicitly described as not being an open market sale of securities.

What equity awards did Connell forfeit upon resigning from Centuri Holdings (CTRI)?

Connell forfeited 11,791 RSUs and 17,687 PSUs at resignation. These awards were granted in February 2025 and tied to multi‑year service and performance conditions. All units from those grants were forfeited when he resigned on January 31, 2026, leaving zero from those awards outstanding.

When did Connell’s Centuri Holdings (CTRI) restricted stock units vest, and in what amount?

19,011 RSUs granted in July 2024 vested on January 30, 2026. Each RSU was economically equivalent to one share of Centuri common stock and settled one-for-one into 19,011 shares, before 5,280 shares were withheld to cover associated tax obligations.