Centuri (CTRI) CEO reports 29,197-share RSU settlement and 72,992 RSU grant terms

Rhea-AI Filing Summary

Centuri Holdings, Inc. disclosed that its Chief Executive Officer and director, Christian Brown, acquired 29,197 shares of common stock through the settlement of previously granted restricted stock units (RSUs). Each RSU is the economic equivalent of one share of Centuri common stock, and the shares were delivered on a one-for-one basis when the RSUs vested and were settled.

The filing notes that Brown had been granted 72,992 RSUs on December 3, 2024. Of this grant, 40% vested on December 3, 2025, and the remaining 60% is scheduled to vest in two equal 30% installments on December 3, 2026 and December 3, 2027, subject to his continued service and the terms of his offer letter and award agreements. Following this transaction, Brown continues to hold derivative securities in the form of RSUs.

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^*

Brown Christian

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		M		29,197	A	(1)	29,197	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)	12/03/2025		M			29,197	(2)	(2)	Common Stock	29,197	$0	103,608	D

Explanation of Responses:

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

2. On December 3, 2024, the Reporting Person was granted 72,992 RSUs, 40% of which vested on December 3, 2025, and 30% of which will vest on each of December 3, 2026 and December 3, 2027, in each case subject to the Reporting Person's continued services through the vesting dates pursuant to that certain offer letter, dated November 4, 2024, by and between the Issuer and the Reporting Person and the applicable award agreement and other terms and conditions set forth therein.

Remarks:

	/s/ Jason S. Wilcock, as attorney-in-fact for Christian Brown	12/05/2025
	** 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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FAQ

What insider transaction did Centuri Holdings (CTRI) report for its CEO?

The CEO and director, Christian Brown, acquired 29,197 shares of Centuri Holdings common stock upon the settlement of previously granted restricted stock units (RSUs).

How many restricted stock units were originally granted to the Centuri (CTRI) CEO?

On December 3, 2024, the CEO was granted 72,992 RSUs, each representing the economic equivalent of one share of Centuri Holdings common stock.

What is the vesting schedule for the 72,992 RSUs granted to the Centuri CEO?

Of the 72,992 RSUs, 40% vested on December 3, 2025, and 30% will vest on each of December 3, 2026 and December 3, 2027, subject to his continued service and the governing agreements.

How many shares did each RSU convert into for Centuri Holdings (CTRI)?

Each RSU is the economic equivalent of one share of Centuri Holdings common stock, and shares were delivered on a one-for-one basis upon settlement.

What is Christian Brown’s role at Centuri Holdings (CTRI)?

Christian Brown is reported as both a Director and an Officer of Centuri Holdings, serving as the company’s Chief Executive Officer.

Does the Centuri (CTRI) CEO still hold derivative securities after this transaction?

Yes. After the settlement of 29,197 RSUs into common stock, the CEO continues to hold 103,608 restricted stock units as derivative securities.