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.
Centuri Holdings, Inc. filings document a public utility and energy infrastructure services company with operations serving regulated utility customers in the United States and Canada. Its Form 8-K reports include operating and financial results, backlog and commercial activity, material agreements, capital-structure disclosures, and governance events.
Centuri’s proxy materials describe board composition, director elections, executive compensation, shareholder voting matters, and related governance practices. Other current reports cover director appointments, officer transitions, nomination arrangements, and financing or capital actions connected to the company’s operating strategy and corporate structure.
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.
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.