Centuri (CTRI) CEO boosts holdings through performance and RSU stock awards
Rhea-AI Filing Summary
Centuri Holdings, Inc. director and Chief Executive Officer Christian Brown reported equity awards tied to his compensation. He acquired 45,683 shares of common stock as a grant or award and an additional 31,417 shares of common stock through the exercise or conversion of derivative securities, bringing his directly held common stock to 202,797 shares after these transactions.
The filing also explains that these 31,417 shares reflect performance-based restricted stock units earned from a 2025 performance award, after the board certified achievement of performance goals at 105.1% of the target level for the first performance period. That award originally covered 89,720 performance stock units, with the remaining units still subject to longer-term performance goals.
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Insights
CEO increased holdings through equity awards, a routine compensation event.
Centuri Holdings’ CEO Christian Brown reported only acquisition-type transactions, consisting of stock grants and performance-based awards converting into common shares. No open-market buying or selling occurred; all actions stem from the company’s Omnibus Incentive Plan and previously disclosed performance awards.
The filing notes that 31,417 restricted stock units were earned after performance goals for the first period were certified at 105.1% of target. The original 2025 performance award was for 89,720 units, with remaining units still tied to future performance periods. Overall, this is standard executive equity compensation and does not by itself indicate a change in strategic direction or financial condition.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 31,417 | $0.00 | -- |
| Grant/Award | Common Stock | 45,683 | $0.00 | -- |
| Exercise | Common Stock | 31,417 | $0.00 | -- |
Footnotes (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. 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, 103,608 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 22,089 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. On February 25, 2025, the reporting person was granted a total of 89,720 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"). 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 31,417 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. 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.
