Centuri (NYSE: CTRI) CFO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Centuri Holdings Chief Financial Officer Gregory A. Izenstark reported a tax-related share withholding tied to vesting restricted stock units. On the transaction date, 2,868 shares of common stock at $30.96 per share were withheld by the issuer to satisfy tax obligations, which the filing specifies is not an open market sale. Following this Form 4 transaction, he directly holds 87,808 shares of Centuri Holdings common 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

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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^*

Izenstark Gregory A.

(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)
	Chief Financial Officer

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)		2,868	D	$30.96	87,808	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:

	/s/ Jason S. Wilcock, as attorney-in-fact for Gregory A. Izenstark	02/26/2026
	** 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 did Centuri Holdings (CTRI) CFO report in this Form 4 filing?

Centuri’s CFO Gregory A. Izenstark reported shares withheld to cover taxes on vesting restricted stock units. The issuer withheld 2,868 common shares at $30.96 each, and this withholding is explicitly described as not being an open market sale of securities.

How many Centuri (CTRI) shares were withheld for taxes in the CFO’s Form 4?

The filing shows 2,868 Centuri Holdings common shares were withheld to satisfy tax obligations from restricted stock unit vesting. The transaction used a reference price of $30.96 per share, according to the Form 4 insider transaction details for Gregory A. Izenstark.

Is the Centuri (CTRI) CFO’s Form 4 transaction an open market stock sale?

No, the Form 4 footnote clarifies this is not an open market sale. The 2,868 shares were withheld by Centuri Holdings solely to satisfy tax withholding obligations from the vesting of restricted stock units, rather than being sold into the public market.

How many Centuri (CTRI) shares does the CFO hold after this Form 4 transaction?

After the tax-withholding disposition, Gregory A. Izenstark directly holds 87,808 Centuri Holdings common shares. This post-transaction holding figure is disclosed in the Form 4 and reflects his remaining direct ownership following the RSU-related share withholding.

What transaction code is used in the Centuri (CTRI) CFO’s Form 4 and what does it mean?

The Form 4 lists transaction code “F,” which the filing describes as payment of exercise price or tax liability by delivering securities. In this case, shares were withheld by Centuri to cover tax withholding obligations from restricted stock unit vesting.