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.
Southwest Gas Holdings, Inc. filed Amendment No. 3 to Schedule 13G disclosing its current ownership in Centuri Holdings, Inc. (CTRI).
- The utility parent is the beneficial owner of 46,185,710 common shares.
- This represents 52.1 % of Centuri’s 88,649,154 shares outstanding as of 13 June 2025, giving Southwest Gas majority voting and dispositive control.
- The shares are held with sole voting and dispositive power; no shares are reported as jointly controlled.
- The filing is triggered under Section 13(d) of the Exchange Act, indicating a position of at least 5 % of the issuer’s equity.
- Certification is signed by Senior Vice President & Chief Legal, Safety and Compliance Officer Catherin M. Mazzeo on 08 July 2025.
The document contains no financial performance data or transactional details beyond ownership, but it confirms that Centuri remains a controlled subsidiary of Southwest Gas.
Southwest Gas Holdings reported a significant sale of Centuri Holdings (CTRI) common stock in a Form 4 filing. The transaction occurred on June 18, 2025, where the company, acting as a 10% owner, disposed of 11,212,500 shares at a price of $20.75 per share through an underwritten public offering.
Following the transaction, Southwest Gas Holdings maintains direct beneficial ownership of 47,245,950 shares of Centuri Holdings common stock. The sale represents a substantial divestment but indicates the company remains a significant shareholder.
Key Transaction Details:
- Transaction Type: Sale (S)
- Total Transaction Value: Approximately $232.6 million
- Ownership Form: Direct (D)
- Filing was signed by Catherine M. Mazzeo, Senior VP/Chief Legal, Safety & Compliance Officer and Corporate Secretary
Centuri Holdings has announced significant changes in its ownership structure through a major public offering and private placement. The company's major stockholder, Southwest Gas Holdings, completed a public offering of 11,212,500 shares at $20.75 per share, including the full exercise of underwriters' over-allotment option, generating net proceeds of approximately $225 million.
Additionally, Southwest Gas Holdings entered into an agreement with Icahn Investors (affiliated with Carl C. Icahn) for a concurrent private placement of 1,060,240 shares at the same price, expected to generate about $22 million. This private placement is pending HSR Act clearance and must close by July 9, 2025.
Key ownership changes:
- Southwest Gas Holdings' ownership reduced to 53.3% after public offering
- Will further decrease to 52.1% after Icahn private placement completion
- 45-day lock-up period implemented for insiders and major shareholders
- Icahn Investors granted registration rights for resale after 181 days