Centuri (CTRI) CEO has shares withheld to cover RSU tax obligations

Rhea-AI Filing Summary

Centuri Holdings, Inc. reported that Chief Executive Officer Christian Brown had 4,893 shares of common stock withheld on February 25, 2026 to cover tax obligations tied to vesting restricted stock units. The shares were valued at $30.96 per share, leaving him with 197,904 shares held directly. The footnote clarifies this was not an open market sale.

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)
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)		4,893	D	$30.96	197,904	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 Christian Brown	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 insider transaction did Centuri Holdings (CTRI) disclose for Christian Brown?

Centuri Holdings disclosed that CEO Christian Brown had 4,893 shares withheld to satisfy tax obligations from vesting restricted stock units. The Form 4 clarifies this was a tax-withholding disposition, not an open market sale of Centuri Holdings common stock.

Was the Centuri Holdings (CTRI) CEO’s Form 4 transaction an open market sale?

No, the transaction was not an open market sale. The shares were withheld by Centuri Holdings to cover tax withholding obligations upon RSU vesting, as noted in the footnote, meaning Brown did not sell shares into the open market.

How many Centuri Holdings (CTRI) shares were withheld for CEO tax obligations?

A total of 4,893 Centuri Holdings common shares were withheld to satisfy CEO Christian Brown’s tax obligations from vesting restricted stock units. The transaction price was reported as $30.96 per share in the Form 4 filing details.

How many Centuri Holdings (CTRI) shares does the CEO hold after this Form 4 event?

After the tax-withholding disposition, CEO Christian Brown directly owns 197,904 Centuri Holdings common shares. This figure is reported as the total shares beneficially owned following the transaction in the Form 4 filed with the SEC.

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

Transaction code F indicates shares used to pay an exercise price or tax liability. In this Centuri Holdings Form 4, it reflects shares withheld to meet tax obligations upon RSU vesting, rather than a typical open market buy or sell transaction.

What is the reported price per share in the Centuri Holdings (CTRI) Form 4?

The Form 4 lists a transaction price of $30.96 per Centuri Holdings common share for the 4,893 shares withheld. This price is used solely for reporting the value of shares applied to satisfy the CEO’s tax withholding obligations.