Centuri Holdings Inc SEC Filings

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.

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.

Centuri Holdings (CTRI) is offering shares being sold by a selling stockholder; the company will not issue new shares or receive proceeds from this sale. As of Sept 2, 2025 there were 88,649,154 shares outstanding and the Icahn Group indicated non-binding interest to buy up to 2,870,295 shares. The selling stockholder is assumed to offer 27,362,210 shares (about 30.9% ownership prior to offering). Lock-up agreements restrict insiders for 30 days. The prospectus highlights material risks: potential market dilution from future sales, market price volatility, limits on use of pre-change NOLs after an ownership change, and anti-takeover provisions in the Charter that may limit stockholder remedies.

Southwest Gas Holdings, Inc. reports beneficial ownership of 27,362,210 shares of Centuri Holdings, Inc. common stock, representing 30.9% of the class. The holding is reported on a Schedule 13G amendment and the filer discloses sole voting and sole dispositive power over these shares. The percent ownership is calculated using 88,649,154 shares of common stock outstanding as reported by the issuer.

This filing documents a material, concentrated ownership position by a Delaware parent company and provides the exact share count and voting/disposition authority that investors would use to assess ownership influence.