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  4. [Form 4] Centuri Holdings, Inc. Insider Trading Activity

Icahn entities lift Centuri (CTRI) stake to 14.3M shares owned

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Carl Icahn and affiliated funds reported a large open-market purchase of Centuri Holdings, Inc. (CTRI) stock. On 11/14/2025, they bought 3,488,372 shares of Centuri common stock at a price of $21.50 per share, coded as a purchase transaction. The filing states that, after this transaction, Icahn Partners directly beneficially owns 8,125,680 shares and Icahn Partners Master Fund directly beneficially owns 6,210,364 shares, for a combined reported beneficial ownership of 14,336,044 shares. The shares were acquired under a Common Stock Purchase Agreement dated November 11, 2025, and Carl C. Icahn is identified as a director and 10% owner of Centuri.

Positive

  • None.

Negative

  • None.

Insights

Carl Icahn-linked funds disclosed a sizable Centuri share purchase at $21.50.

The disclosure shows Carl C. Icahn and affiliated funds acquiring 3,488,372 Centuri Holdings shares on 11/14/2025 at $21.50 per share. The transaction is labeled as a purchase and was executed under a Common Stock Purchase Agreement dated November 11, 2025 between Icahn Partners, Icahn Partners Master Fund, and Centuri.

Following the purchase, Icahn Partners directly beneficially owns 8,125,680 shares and Icahn Partners Master Fund directly beneficially owns 6,210,364 shares, totaling 14,336,044 shares reported as beneficially owned. Carl Icahn is listed as both a director and a 10% owner, while various affiliated entities may be deemed to indirectly beneficially own these shares, subject to the stated disclaimers of beneficial ownership beyond their pecuniary interest.

The filing highlights a concentrated ownership position by an activist investor group but does not provide information on Centuri’s overall share count, valuation metrics, or strategic plans. Future company communications and filings would provide context on how this ownership structure interacts with Centuri’s governance and long-term strategy.

Insider ICAHN CARL C, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP
Role 10% Owner | 10% Owner | 10% Owner
Bought 3,488,372 shs ($75.00M)
Type Security Shares Price Value
Purchase Common Stock, $0.01 par value per share 3,488,372 $21.50 $75.00M
Holdings After Transaction: Common Stock, $0.01 par value per share — 14,336,044 shares (Indirect, Please see footnotes)
Footnotes (1)
  1. This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master" and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). The shares of the common stock, $0.01 par value per share (the "Shares"), of Centuri Holdings, Inc. (the "Issuer") reported herein were purchased pursuant to the terms of the Common Stock Purchase Agreement, dated as of November 11, 2025, by and among Icahn Partners, Icahn Master and the Issuer. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of AEPC Holdings LLC, which is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. After giving effect to the transactions above, Icahn Partners directly beneficially owns 8,125,680 Shares and Icahn Master directly beneficially owns 6,210,364 Shares.
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Form 4 Insider Transactions: What Each Field Means →
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*
ICAHN CARL C
(Last) (First) (Middle)
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FL 33160
(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)
11/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.01 par value per share 11/14/2025 P 3,488,372 A $21.5 14,336,044 I Please see footnotes(1)(2)(3)(4)(5)(6)
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
1. Name and Address of Reporting Person*
ICAHN CARL C
(Last) (First) (Middle)
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FL 33160
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICAHN PARTNERS LP
(Last) (First) (Middle)
16690 COLLINS AVE.
PH
(Street)
SUNNY ISLES FL 33160
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ICAHN PARTNERS MASTER FUND LP
(Last) (First) (Middle)
16690 COLLINS AVE.
PH
(Street)
SUNNY ISLES FL 33160
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master" and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). The shares of the common stock, $0.01 par value per share (the "Shares"), of Centuri Holdings, Inc. (the "Issuer") reported herein were purchased pursuant to the terms of the Common Stock Purchase Agreement, dated as of November 11, 2025, by and among Icahn Partners, Icahn Master and the Issuer.
2. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of AEPC Holdings LLC, which is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
3. Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master.
4. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
5. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
6. After giving effect to the transactions above, Icahn Partners directly beneficially owns 8,125,680 Shares and Icahn Master directly beneficially owns 6,210,364 Shares.
/s/ Carl C. Icahn 11/14/2025
ICAHN PARTNERS LP, /s/ Jesse Lynn, Chief Operating Officer 11/14/2025
ICAHN PARTNERS MASTER FUND LP, /s/ Jesse Lynn, Chief Operating Officer 11/14/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Carl Icahn report for Centuri Holdings (CTRI)?

Carl C. Icahn and affiliated funds reported a purchase of 3,488,372 shares of Centuri Holdings common stock on 11/14/2025 at a price of $21.50 per share.

At what price were the newly acquired Centuri (CTRI) shares purchased by Icahn funds?

The newly acquired Centuri common shares were purchased at a price of $21.50 per share.

What is Carl Icahn’s relationship to Centuri Holdings (CTRI) according to this filing?

Carl C. Icahn is identified as a director and a 10% owner of Centuri Holdings, Inc. in the filing.

How were the Centuri (CTRI) shares acquired by the Icahn entities?

The filing states that the Centuri common shares were purchased pursuant to a Common Stock Purchase Agreement dated November 11, 2025 among Icahn Partners, Icahn Partners Master Fund, and Centuri Holdings, Inc.