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) 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.
Southwest Gas Holdings, Inc. reported the sale of 18,823,500 shares of Centuri Holdings, Inc. (CTRI) common stock on 08/11/2025 at a price of $19.50 per share. The Form 4 shows the transaction was coded as a sale and the filing lists the disposition occurred through an underwritten public offering alongside a concurrent private placement. After the reported transaction, Southwest Gas Holdings beneficially owned 27,362,210 CTRI shares. The Form identifies the reporting entity and notes the relationship to the issuer as a director-level reporting person. The disclosure is limited to the sale details and the method of distribution; no proceeds total or reasons for the sale are provided.
Centuri Holdings disclosed that a major selling shareholder completed a public offering of 17,250,000 shares of Centuri common stock at an offering price of $19.50 per share, with underwriters exercising an option to purchase an additional 1,573,500 shares to cover over-allotments. The selling stockholder received net proceeds of approximately $325 million; the Company did not receive any proceeds from that sale.
Concurrently, the selling stockholder sold 1,573,500 shares to Icahn-affiliated investment entities for approximately $31 million, and Centuri agreed to provide resale registration rights for those shares under a Registration Rights Letter Agreement. After the transactions the selling stockholder holds 27,362,210 shares, representing approximately 30.9% of outstanding shares. The Company also entered an underwriting agreement with J.P. Morgan that includes a 30-day restraint on transfers by specified parties and customary representations and indemnities. Exhibits filed include the Underwriting Agreement, opinion of counsel, and the Registration Rights Letter Agreement.
Centuri Holdings is the subject of a registered secondary offering in which Southwest Gas Holdings is offering 15,000,000 shares of Centuri common stock at a public offering price of $19.50 per share. The selling stockholder will receive estimated proceeds of $282,262,500 before expenses; Centuri will receive no proceeds from this sale. The underwriters’ discount is $0.6825 per share (about $10.24 million total) and the underwriters have a 30-day option for an additional 2,250,000 shares. The selling stockholder also agreed to a concurrent private placement of 1,573,500 shares to investment entities affiliated with Carl Icahn at the same per-share price.
Operationally, Centuri reported a small net loss of $3.1 million for the last twelve months ended June 29, 2025, with Adjusted EBITDA of $245.5 million and an Adjusted EBITDA margin of 9.1%. The company has $5.3 billion backlog (about 92% attributable to MSAs), long-tenured top customers (top 20 = 67% of 2024 revenue), ~8,600 employees, and a history of revenue CAGR of 15.9% since 2010. Upon closing, Southwest Gas Holdings’ stake falls from 52.1% to about 33.4%, triggering loss of "controlled company" status under NYSE rules and certain governance changes during a one-year transition period.
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