Welcome to our dedicated page for Centuri Holdings SEC filings (Ticker: CTRI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Centuri Holdings, Inc. (NYSE: CTRI) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures, including current reports on Form 8-K and other registered offerings. Centuri uses these filings to report material events, capital markets transactions, governance changes, and updates related to its role as a North American utility and energy infrastructure services company.
Recent 8-K filings describe matters such as public offerings of common stock under an effective shelf registration statement on Form S-3, concurrent private placements with investment entities affiliated with Carl C. Icahn, and related registration rights agreements. Filings also cover amendments to Centuri’s credit agreement, including changes to term loan and revolving credit facilities, leverage and interest coverage covenants, and the addition of Centuri as a borrower.
Other 8-Ks address governance and board matters, including a Director Appointment and Nomination Agreement with the Icahn Group and the appointment of an Icahn designee to the board of directors. Centuri also furnishes earnings-related information through 8-Ks that reference press releases on quarterly financial results, bookings, backlog, and outlook, as well as notes about its separation from Southwest Gas Holdings and status as an independent public company.
On this page, Stock Titan pairs real-time updates from the SEC’s EDGAR system with AI-powered summaries that help explain the key points of Centuri’s filings. Users can quickly see the purpose of each filing, whether it relates to capital structure, governance, credit facilities, or operating results, and then drill into the full documents for detailed language and exhibit references.
Centuri Holdings (CTRI) launched a primary offering of up to $160,000,000 of common stock under its effective shelf, with an underwriters’ option for up to an additional $24,000,000. The company also agreed to a concurrent private placement of approximately $75 million of common stock to Icahn Partners LP and Icahn Partners Master Fund LP at the public offering price, to occur immediately after this offering closes.
Centuri plans to use net proceeds for general corporate purposes, including potential acquisitions such as the CAUS Acquisition, and repayment of borrowings under its credit agreement. As of November 11, 2025, borrowings outstanding were $95.6 million on the revolving credit facility and $800.0 million on the term loan. Affiliates of certain underwriters are lenders under that facility and may receive a portion of proceeds, triggering FINRA Rule 5121 conflicts-of-interest disclosures. Shares outstanding were 88,649,154 as of November 11, 2025.
Centuri Holdings (CTRI) entered a Director Appointment and Nomination Agreement with the Icahn Group. The Board was increased to eight directors and Dustin DeMaria was appointed effective
The Icahn Group may designate a replacement if the designee departs, per the Agreement. While the Icahn designee serves, Board consideration of CEO/CFO appointments and material M&A or similar transactions will occur at the full Board level or in committees that include the designee. If the Icahn Group’s “Net Long Position” falls below 5,423,836 Common Shares, the designee must resign and replacement rights end.
So long as the Icahn Group maintains at least 5,423,836 shares, the Company will not adopt a rights plan with an “Acquiring Person” threshold below
FMR LLC filed Amendment No. 3 to Schedule 13G reporting beneficial ownership of 5,049,376.79 shares of Centuri Holdings, Inc. (CTRI) common stock, representing 5.7% of the class as of 09/30/2025. FMR reports sole voting power over 5,038,698 shares and sole dispositive power over 5,049,376.79 shares, with no shared voting or dispositive power.
Abigail P. Johnson is also listed as a reporting person with sole dispositive power over 5,049,376.79 shares and no voting power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Centuri Holdings (CTRI) reported Q3 results. Total revenue was $850.0 million versus $720.1 million a year ago, while net income was $2.1 million (diluted EPS $0.02). Operating income was $36.3 million, with interest expense at $26.2 million. The effective tax rate was 78.9%.
By segment, revenue reached $412.4 million in U.S. Gas, $74.2 million in Canadian Gas, $214.5 million in Union Electric, and $149.0 million in Non-Union Electric. For the first nine months, the company recorded a $7.8 million net loss.
Centuri refinanced its credit facilities on July 9, 2025: a new $800 million term loan (maturing 2032) and an upsized $450 million revolver (maturing 2030); weighted average rates were 6.57% (term) and 6.53% (revolver). Borrowings outstanding under the agreement were $0.9 billion, with $297.8 million of revolver capacity available as of September 28, 2025.
Contract assets rose to $418.8 million (including $43.3 million of claims/change orders). The accounts receivable securitization had $125.0 million sold and derecognized. Cash from operations for the nine months was $(5.8) million, capital expenditures $68.7 million, and cash and equivalents $16.1 million. Southwest Gas fully exited its ownership on September 5, 2025.
Centuri Holdings, Inc. filed a current report to furnish information about its results of operations and financial condition. The company is providing the textual information from a press release issued on November 5, 2025 as an exhibit under Item 2.02, rather than treating it as filed for liability purposes. The press release is identified as Exhibit 99.1 and may also be accessed through the company’s website, where Centuri notes it can discontinue online availability at any time.
The Vanguard Group filed a Schedule 13G reporting beneficial ownership of 8,059,743 shares of Centuri Holdings (CTRI) common stock, representing 9.09% of the class as of September 30, 2025.
The filing reports no sole voting power, shared voting power over 509,741 shares, sole dispositive power over 7,469,365 shares, and shared dispositive power over 590,378 shares. Vanguard certifies the holdings were acquired and are held in the ordinary course and not to influence control.
BlackRock, Inc. filed a Schedule 13G reporting a passive stake in Centuri Holdings, Inc. (CTRI) common stock. BlackRock beneficially owns 4,915,952 shares, representing 5.5% of the class as of the event date 09/30/2025 (CUSIP 155923105).
BlackRock reports sole voting power over 4,807,854 shares and sole dispositive power over 4,915,952 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Icahn Enterprises L.P. and Carl C. Icahn report beneficial ownership of 10,847,672 shares of Centuri Holdings, Inc. common stock, representing approximately 12.24% of the outstanding shares reported by the issuer. The Reporting Persons state they have sole voting and sole dispositive power with respect to 7,977,377 shares and sole voting/dispositive power over 10,847,672 shares as shown on the cover pages. The filing identifies Icahn Enterprises as a Delaware master limited partnership and Carl C. Icahn as a U.S. citizen and lists the principal business address for the Reporting Persons. The filing includes a joint filing agreement among the Reporting Persons and a certification that the shares were not acquired for the purpose of changing or influencing control of the issuer.
Carl C. Icahn and affiliated entities reported beneficial ownership of 10,847,672 shares of Centuri Holdings, Inc. (CTRI) on a Form 3 dated 09/05/2025. The filing shows Mr. Icahn is a director and a 10% owner of CTRI through direct and indirect holdings among Icahn Partners LP and Icahn Partners Master Fund LP.
The disclosure breaks the position into 6,148,257 shares held directly by Icahn Partners and 4,699,415 shares held directly by Icahn Master as of the reporting date. The filing explains the chain of entities through which Mr. Icahn may be deemed to indirectly beneficially own the shares and includes signed attestations by the reporting persons.
Schedule 13G Amendment filed by Southwest Gas Holdings, Inc. states that it reports no beneficial ownership of Centuri Holdings, Inc. common stock. The filing shows 0.00 shares for sole and shared voting and dispositive power, representing 0.0% of the class. Southwest Gas Holdings is organized in Delaware and provides its principal business address in Las Vegas. The statement indicates this Schedule covers ownership of 5% or less and that no other group or subsidiary ownership applies.
FAQ
What is the current stock price of Centuri Holdings (CTRI)?
What is the market cap of Centuri Holdings (CTRI)?
