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.

Insights

Equity compensation analyst

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.

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^*

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)
02/17/2026

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		45,683(1)	A	$0	171,380(2)	D
Common Stock	02/17/2026		M		31,417	A	(3)(4)	202,797	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			31,417	(3)(4)	(3)(4)	Common Stock	31,417	$0	31,417(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, 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.

3. 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").

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 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.

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 Christian Brown	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 did Centuri Holdings (CTRI) CEO Christian Brown report in this Form 4?

Christian Brown reported acquiring common stock through equity awards, not open-market trades. He received 45,683 shares as a grant and 31,417 shares from a derivative exercise or conversion, reflecting previously awarded performance-based restricted stock units tied to the company’s incentive plan.

Did the Centuri Holdings (CTRI) CEO buy or sell shares in the market?

The CEO did not report any open-market purchases or sales. All transactions were classified as acquisitions via grants and exercises or conversions of derivative securities, arising from the company’s Omnibus Incentive Plan and prior performance-based stock awards rather than discretionary trading activity.

How many Centuri Holdings (CTRI) shares does the CEO hold after these transactions?

Following the reported transactions, Christian Brown directly holds 202,797 shares of Centuri Holdings common stock. This figure includes the newly granted 45,683 shares and 31,417 shares received upon exercise or conversion of derivative securities related to performance-based restricted stock units previously awarded.

What performance award is referenced in the Centuri Holdings (CTRI) Form 4?

The filing references a 2025 performance award of 89,720 performance stock units granted under the incentive plan. One-third of these units related to the first performance period, where achievement was certified at 105.1% of target, resulting in 31,417 earned restricted stock units for the CEO.

How were the 31,417 Centuri Holdings (CTRI) restricted stock units earned?

The 31,417 restricted stock units were earned after the board certified performance for the first period at 105.1% of target. These units come from the 2025 performance award and are scheduled to vest based on Christian Brown’s continued service and future performance certification.

Are all units from the Centuri Holdings (CTRI) 2025 performance award earned?

No, only a portion of the 2025 performance award has been earned so far. The CEO earned 31,417 restricted stock units for the first performance period, while the remaining units may still be earned based on performance goals for later fiscal years under the same award.