Centuri (CTRI) CFO granted 16,111 RSUs and 11,309 shares in awards

Rhea-AI Filing Summary

Centuri Holdings, Inc. Chief Financial Officer Gregory A. Izenstark reported equity awards tied to performance and service-based compensation. On February 17, 2026, he earned 16,111 restricted stock units (RSUs) after performance goals for a prior performance award were certified at 105.1% of target, and he also received a separate grant of 11,309 shares of common stock, all at no cash cost to him.

The 16,111 RSUs relate to a 2025 performance stock unit award and are scheduled to vest only if he remains in service through the later of February 25, 2028 and the board’s certification of performance for a second performance period. A corresponding 16,111 shares of common stock were reported as acquired upon derivative conversion, reflecting how the performance award may ultimately be settled in 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

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^*

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)
02/17/2026

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		11,309(1)	A	$0	74,565(2)	D
Common Stock	02/17/2026		M		16,111	A	(3)(4)	90,676	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			16,111	(3)(4)	(3)(4)	Common Stock	16,111	$0	16,111(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, 30,673 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 32,583 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 46,009 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 16,111 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:

	/s/ Jason S. Wilcock, as attorney-in-fact for Gregory A. Izenstark	02/19/2026
	** 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).
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.

FAQ

What equity awards did Centuri (CTRI) CFO Gregory Izenstark report?

Centuri CFO Gregory Izenstark reported earning 16,111 restricted stock units and receiving a separate grant of 11,309 shares of common stock. Both awards are compensation-related and were recorded at a price of $0.0000 per share, meaning no cash outlay by the executive.

How were the 16,111 RSUs for Centuri (CTRI) CFO determined?

The 16,111 RSUs were earned from a 2025 performance stock unit award after the board certified performance at 105.1% of target. This certification related to the issuer’s fiscal year ended December 28, 2025, defined as the First Performance Period under the incentive plan.

When do the 16,111 earned RSUs for Centuri (CTRI) CFO vest?

The 16,111 earned RSUs are scheduled to vest only if Gregory Izenstark continues in service through the later of February 25, 2028 and the date the board certifies performance for a Second Performance Period, covering two fiscal years ending January 2, 2028.

Are Centuri (CTRI) CFO’s RSU and stock awards open-market purchases?

No, the reported 16,111 RSUs and 11,309 shares of common stock reflect equity compensation awards, not open-market purchases. They were granted or earned under Centuri’s Omnibus Incentive Plan at a transaction price of $0.0000 per share to the reporting person.

What is the 2025 Performance Award mentioned for Centuri (CTRI) CFO?

The 2025 Performance Award granted 46,009 performance stock units at target on February 25, 2025. One-third could be earned based on 2025 performance, producing 16,111 earned RSUs, while the remaining two-thirds depend on performance over two fiscal years ending January 2, 2028.

How may Centuri (CTRI) CFO’s performance units ultimately be settled?

As of this filing, the 2025 performance units may be settled only by shares of common stock equal to the 16,111 earned RSUs plus any additional RSUs earned for the Second Performance Period, making the award economically equivalent to Centuri common stock upon settlement.