Tax-withholding share disposition by Centuri (CTRI) chief accounting officer

Rhea-AI Filing Summary

Centuri Holdings, Inc. senior vice president and chief accounting officer Kendra Chilton reported a Form 4 transaction involving company common stock. On February 25, 2026, 454 shares were disposed of at $30.96 per share to cover tax withholding obligations tied to vesting restricted stock units. After this tax-withholding disposition, Chilton directly held 19,968 common shares. The footnote clarifies that this was not an open market sale but shares withheld by the issuer to satisfy taxes.

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^*

Chilton Kendra

(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)
	SVP, Chief Accounting 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)		454	D	$30.96	19,968	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, attorney-in-fact for Kendra Chilton	02/26/2026
	** 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).
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FAQ

What insider transaction did Centuri Holdings (CTRI) report for Kendra Chilton?

Centuri Holdings reported a Form 4 for Kendra Chilton showing a tax-related share disposition. On February 25, 2026, 454 common shares were withheld to cover tax obligations from vesting restricted stock units, rather than being sold on the open market.

How many Centuri Holdings (CTRI) shares were involved in Kendra Chilton’s Form 4?

The Form 4 reports 454 Centuri Holdings common shares disposed of. These shares were withheld by the company at $30.96 per share to satisfy tax withholding obligations triggered when restricted stock units vested for the executive.

Was Kendra Chilton’s Centuri (CTRI) Form 4 an open market stock sale?

No, the transaction was not an open market sale. The filing’s footnote states the 454 shares were withheld by the issuer solely to satisfy tax withholding obligations tied to vesting restricted stock units, rather than being sold through the market.

How many Centuri Holdings (CTRI) shares does Kendra Chilton hold after this Form 4?

After the reported transaction, Kendra Chilton directly holds 19,968 Centuri shares. This post-transaction ownership figure reflects her remaining common stock after 454 shares were withheld to cover tax liabilities associated with restricted stock unit vesting.

What does the transaction code “F” mean in the Centuri (CTRI) Form 4?

The “F” code indicates a tax-withholding disposition of shares. In this case, 454 Centuri common shares were withheld by the company to pay tax liabilities related to vesting restricted stock units, rather than being voluntarily sold in the open market.