Major Shareholder Dumps 11.2M Centuri Shares in Massive Public Sale

Rhea-AI Filing Summary

Southwest Gas Holdings reported a significant sale of Centuri Holdings (CTRI) common stock in a Form 4 filing. The transaction occurred on June 18, 2025, where the company, acting as a 10% owner, disposed of 11,212,500 shares at a price of $20.75 per share through an underwritten public offering.

Following the transaction, Southwest Gas Holdings maintains direct beneficial ownership of 47,245,950 shares of Centuri Holdings common stock. The sale represents a substantial divestment but indicates the company remains a significant shareholder.

Key Transaction Details:

• Transaction Type: Sale (S)
• Total Transaction Value: Approximately $232.6 million
• Ownership Form: Direct (D)
• Filing was signed by Catherine M. Mazzeo, Senior VP/Chief Legal, Safety & Compliance Officer and Corporate Secretary

Positive

• None.

Negative

• Major shareholder Southwest Gas Holdings sold 11.2M shares worth approximately $232.6M in an underwritten public offering, indicating significant reduction in ownership stake
• The large block sale at $20.75 per share through an underwritten offering could create temporary selling pressure on the stock

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
06/18/2025

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	06/18/2025		S		11,212,500	D	$20.75(1)	47,245,950	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 at a price of $20.75 per share of common stock of the Issuer.

	/s/ Catherine M. Mazzeo, Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary	06/18/2025
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many shares of CTRI stock did Southwest Gas Holdings sell on June 18, 2025?

Southwest Gas Holdings sold 11,212,500 shares of CTRI common stock in an underwritten public offering on June 18, 2025.

What was the selling price per share for CTRI stock in the June 2025 insider transaction?

The shares were sold at a price of $20.75 per share in the underwritten public offering.

How many CTRI shares does Southwest Gas Holdings own after the June 2025 sale?

Following the reported transaction, Southwest Gas Holdings continues to directly own 47,245,950 shares of CTRI common stock.

What is Southwest Gas Holdings' relationship to CTRI according to the Form 4?

According to the Form 4, Southwest Gas Holdings is classified as a 10% Owner of Centuri Holdings, Inc. (CTRI).

Who signed the Form 4 for CTRI's insider transaction in June 2025?

The Form 4 was signed by Catherine M. Mazzeo, who serves as Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary.