Centuri Holdings, Inc. SEC Filings

BlackRock, Inc. filed a Schedule 13G reporting a passive stake in Centuri Holdings, Inc. (CTRI) common stock. BlackRock beneficially owns 4,915,952 shares, representing 5.5% of the class as of the event date 09/30/2025 (CUSIP 155923105).

BlackRock reports sole voting power over 4,807,854 shares and sole dispositive power over 4,915,952 shares, with no shared voting or dispositive 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.

Icahn Enterprises L.P. and Carl C. Icahn report beneficial ownership of 10,847,672 shares of Centuri Holdings, Inc. common stock, representing approximately 12.24% of the outstanding shares reported by the issuer. The Reporting Persons state they have sole voting and sole dispositive power with respect to 7,977,377 shares and sole voting/dispositive power over 10,847,672 shares as shown on the cover pages. The filing identifies Icahn Enterprises as a Delaware master limited partnership and Carl C. Icahn as a U.S. citizen and lists the principal business address for the Reporting Persons. The filing includes a joint filing agreement among the Reporting Persons and a certification that the shares were not acquired for the purpose of changing or influencing control of the issuer.

Carl C. Icahn and affiliated entities reported beneficial ownership of 10,847,672 shares of Centuri Holdings, Inc. (CTRI) on a Form 3 dated 09/05/2025. The filing shows Mr. Icahn is a director and a 10% owner of CTRI through direct and indirect holdings among Icahn Partners LP and Icahn Partners Master Fund LP.

The disclosure breaks the position into 6,148,257 shares held directly by Icahn Partners and 4,699,415 shares held directly by Icahn Master as of the reporting date. The filing explains the chain of entities through which Mr. Icahn may be deemed to indirectly beneficially own the shares and includes signed attestations by the reporting persons.

Schedule 13G Amendment filed by Southwest Gas Holdings, Inc. states that it reports no beneficial ownership of Centuri Holdings, Inc. common stock. The filing shows 0.00 shares for sole and shared voting and dispositive power, representing 0.0% of the class. Southwest Gas Holdings is organized in Delaware and provides its principal business address in Las Vegas. The statement indicates this Schedule covers ownership of 5% or less and that no other group or subsidiary ownership applies.

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.