Centuri Holdings (CTRI) CEO Christian Brown sells 7,108 shares in tax-related trade

Rhea-AI Filing Summary

Centuri Holdings, Inc. reported an insider stock transaction by its Chief Executive Officer and director, Christian Brown. On 12/04/2025, Brown sold 7,108 shares of Centuri common stock at a price of $24.51 per share. After this sale, he beneficially owned 22,089 shares in direct ownership.

According to the explanation, these shares were sold solely to cover tax withholding obligations arising from the vesting of restricted stock units on December 3, 2025. The filing notes that this was a “sell to cover” transaction for taxes and does not represent a discretionary trade by the reporting person.

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)
12/04/2025

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	12/04/2025		S		7,108(1)	D	$24.51	22,089	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 the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units on December 3, 2025. The sale was to satisfy tax withholding obligations to be funded by a 'sell to cover' transaction and does not represent a discretionary transaction by the Reporting Person.

Remarks:

	/s/ Jason S. Wilcock, as attorney-in-fact for Christian Brown	12/08/2025
	** 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 insider transaction did Centuri Holdings (CTRI) disclose in this Form 4?

Centuri Holdings, Inc. disclosed that Christian Brown, its Chief Executive Officer and director, sold 7,108 shares of common stock on 12/04/2025.

At what price were the Centuri Holdings (CTRI) shares sold and how many does the insider still own?

The 7,108 shares were sold at a price of $24.51 per share, and following the transaction Christian Brown beneficially owned 22,089 shares of Centuri common stock directly.

Why did Centuri CEO Christian Brown sell shares in this Form 4 filing?

The filing explains that the sale represents shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units on December 3, 2025, through a “sell to cover” transaction.

Does the Form 4 state whether the Centuri insider trade was discretionary?

The explanation states that the sale was made to satisfy tax withholding obligations via a “sell to cover” transaction and does not represent a discretionary transaction by Christian Brown.

What is Christian Brown’s relationship to Centuri Holdings (CTRI)?

Christian Brown is identified as both a Director and an Officer of Centuri Holdings, Inc., serving as Chief Executive Officer.

Is this Centuri Holdings (CTRI) Form 4 filed for one or multiple reporting persons?

The filing indicates that it is a Form filed by one reporting person, referring to Christian Brown.