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.
Carl Icahn and affiliated funds reported a large open-market purchase of Centuri Holdings, Inc. (CTRI) stock. On 11/14/2025, they bought 3,488,372 shares of Centuri common stock at a price of $21.50 per share, coded as a purchase transaction. The filing states that, after this transaction, Icahn Partners directly beneficially owns 8,125,680 shares and Icahn Partners Master Fund directly beneficially owns 6,210,364 shares, for a combined reported beneficial ownership of 14,336,044 shares. The shares were acquired under a Common Stock Purchase Agreement dated November 11, 2025, and Carl C. Icahn is identified as a director and 10% owner of Centuri.
Centuri Holdings, Inc. entered an underwriting agreement to sell 7,441,860 shares of common stock at $21.50 per share. The underwriters also have a 30‑day option to purchase up to 1,116,279 additional shares at the same price, less discounts. The transaction is being conducted off an effective Form S‑3 shelf and is expected to close on November 14, 2025.
Concurrently, Centuri agreed to a private placement of approximately $75 million of common stock to Icahn Partners LP and Icahn Partners Master Fund LP at the same per‑share price, closing immediately after the offering, subject to customary conditions including completion of the offering. The company plans to use net proceeds from both transactions for general corporate purposes, which may include acquisitions and repayment of borrowings under its current credit agreement.
Centuri, its directors and officers, the Icahn Investors, and certain affiliates agreed to a 30‑day lock‑up from the date of the prospectus supplement, subject to exceptions. The company will register the resale of the private placement shares no later than the 181st day following the private placement closing; the Icahn Investors do not have demand or piggyback rights for underwritten offerings.
Centuri Holdings, Inc. launched a primary offering of 7,441,860 shares of common stock at $21.50 per share, with gross proceeds of $159,999,990 and estimated net proceeds of $153,599,990.40 from this tranche. The company also agreed to sell 3,488,372 shares to Icahn-affiliated investors in a concurrent private placement at the same price.
The underwriters have a 30-day option to purchase up to 1,116,279 additional shares. Centuri estimates combined net proceeds of approximately $228.1 million from the offering and private placement (or $251.1 million if the option is fully exercised). The company plans to use proceeds for general corporate purposes, including acquisitions such as the announced CAUS deal, and to repay borrowings under its credit agreement. Affiliates of certain underwriters are lenders and may receive a portion of the proceeds, and the transaction is being conducted in compliance with FINRA Rule 5121.
Shares outstanding were 88,649,154 as of November 11, 2025; following the offering and private placement, the company expects 99,579,386 shares outstanding (or 100,695,665 if the option is fully exercised).
Icahn Enterprises L.P. and Carl C. Icahn filed a Schedule 13D on Centuri Holdings (CTRI), disclosing beneficial ownership of 14,336,044 shares, or approximately 14.4%. The filing reflects a shift from Schedule 13G to 13D.
The reporting persons agreed to purchase 3,488,372 shares in a private placement for an aggregate of $75,000,000 at $21.50 per share, alongside the issuer’s underwritten public offering. Closing is anticipated on or about November 14, 2025. Based on 88,649,154 shares outstanding as of November 3, 2025, plus shares to be issued in the offering and the private placement, their stake represents about 14.4%.
Centuri appointed Dustin DeMaria to its Board on November 10, 2025 and agreed to include him on the 2026 director slate under a Director Appointment and Nomination Agreement. The parties also entered into resale registration rights and a lock-up agreement. Funding was from working capital, which may include margin borrowing. The filing notes an SEC settlement dated August 19, 2024 with civil penalties of $1.5 million (Icahn Enterprises) and $500,000 (Mr. Icahn).
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 November 10, 2025, and will be included on the Company’s slate for the 2026 Annual Meeting.
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 20% unless the Icahn Group is exempt up to 20%. The Agreement includes customary voting, standstill, and non‑disparagement terms, with standstill timing tied to the period around and following the 2026 Annual Meeting. A confidentiality agreement will be entered concurrently. A press release announcing the appointment and Agreement was furnished on November 11, 2025.
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.