Centuri Holdings (NYSE: CTRI) officer earns RSUs after 105% performance

Rhea-AI Filing Summary

Wilcock Jason S. reported acquisition or exercise transactions in this Form 4 filing.

Centuri Holdings officer Jason S. Wilcock reported equity awards tied to performance and service. He earned 10,586 restricted stock units (RSUs) after the board certified 105.1% achievement of 2025 performance goals for the first performance period and also received a separate grant of 9,455 shares of common stock. The earned RSUs may be settled in an equal number of common shares and are scheduled to vest based on his continued service through the later of February 25, 2028 and the future certification of results for a second performance period.

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^*

Wilcock Jason S.

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A		9,455(1)	A	$0	56,134(2)	D
Common Stock	02/17/2026		M		10,586	A	(3)(4)	66,720	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	(5)	02/17/2026		M			10,586	(3)(4)	(3)(4)	Common Stock	10,586	$0	10,586(5)	D

Explanation of Responses:

1. Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer") on February 17, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and may be settled by delivery of one share of the Issuer's common stock.

2. The reporting person has reported prior grants of RSUs in Table II of Form 4. The total reported in Column 5 of Table I includes the 2026 RSU Grant, 20,155 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 26,524 shares of common stock. As of the date of this Form 4, the Previous RSU Grants may be settled only by delivery of an equal number of shares of the Issuer's common stock.

3. On February 25, 2025, the reporting person was granted a total of 30,233 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

4. On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 10,586 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

5. The reported transaction involved the reporting person's receipt of the 2025 Earned RSUs. The reporting person previously reported the 2025 Performance Award in Table II of Form 4. As of the date of this Form 4, the 2025 Performance Award may be settled only by delivery of a number of shares of the Issuer's common stock equal to the number of 2025 Earned RSUs plus any additional RSUs subject to the 2025 Performance Award that are earned based on the level of achievement of the performance goals for the Second Performance Period.

Remarks:

The reporting person's full title is "Chief Legal and Administrative Officer"

	/s/ Jason S. Wilcock	02/19/2026
	** 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) disclose in the latest Form 4 for Jason S. Wilcock?

Centuri Holdings reported that officer Jason S. Wilcock acquired equity awards, including earned restricted stock units and a separate common stock grant, as part of the company’s incentive plans, with vesting tied to performance certification and continued employment.

How many RSUs did Jason S. Wilcock earn at Centuri Holdings (CTRI)?

Jason S. Wilcock earned 10,586 restricted stock units after Centuri’s board certified performance for the first period at 105.1% of target. Each RSU is economically equivalent to one share of common stock and may be settled by delivering one common share.

What performance result triggered the RSU earnings for Centuri Holdings (CTRI) officer Jason S. Wilcock?

Centuri’s board certified achievement of performance goals for the first performance period at 105.1% of the target level. This certification resulted in Jason S. Wilcock earning 10,586 restricted stock units under a 2025 performance stock unit award.

What additional stock award did Jason S. Wilcock receive from Centuri Holdings (CTRI)?

In addition to earned RSUs, Jason S. Wilcock received a grant of 9,455 shares of Centuri Holdings common stock as an award. This grant was reported as an acquisition of non-derivative common shares at a stated price of zero under the company’s incentive plan.

When will Jason S. Wilcock’s earned RSUs at Centuri Holdings (CTRI) vest?

The 10,586 earned RSUs are scheduled to vest based on Jason S. Wilcock’s continued service through the later of February 25, 2028 and the date Centuri’s board or its committee certifies performance results for the second performance period under the 2025 award.

How are Jason S. Wilcock’s Centuri Holdings (CTRI) performance awards settled?

The Form 4 explains that each earned RSU is economically equivalent to one Centuri common share and may be settled by delivering one share. The 2025 performance award may be settled in shares equal to earned RSUs plus any additional units earned later.