Centuri Holdings Inc SEC Filings

Centuri Holdings, Inc. has a holder filing a Form 144 notice to sell common stock that was recently received through equity compensation. The notice covers the proposed sale of 7,108 shares of common stock through Morgan Stanley Smith Barney on the NYSE, with an indicated aggregate market value of $174,217.08 and total company shares outstanding of 100,695,665 at the time referenced. The filer’s sale is targeted to begin on December 4, 2025. The shares to be sold relate to a larger 29,197-share restricted stock unit award that vested on December 3, 2025 and was granted as part of the issuer’s equity compensation.

Centuri Holdings, Inc. disclosed that its Chief Executive Officer and director, Christian Brown, acquired 29,197 shares of common stock through the settlement of previously granted restricted stock units (RSUs). Each RSU is the economic equivalent of one share of Centuri common stock, and the shares were delivered on a one-for-one basis when the RSUs vested and were settled.

The filing notes that Brown had been granted 72,992 RSUs on December 3, 2024. Of this grant, 40% vested on December 3, 2025, and the remaining 60% is scheduled to vest in two equal 30% installments on December 3, 2026 and December 3, 2027, subject to his continued service and the terms of his offer letter and award agreements. Following this transaction, Brown continues to hold derivative securities in the form of RSUs.

Centuri Holdings, Inc. (CTRI) director files initial ownership report. A Form 3 has been filed for an individual serving as a director of Centuri Holdings, Inc. The filing indicates that, as of the reported event date of 11/10/2025, the reporting person does not beneficially own any Centuri securities.

The document also notes the use of a Power of Attorney (Exhibit 24), under which Jason S. Wilcock signed the form as attorney-in-fact for Dustin DeMaria. This is a routine compliance filing to disclose insider status and current holdings, which are reported as zero.

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.