[SCHEDULE 13G/A] Centuri Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Majority ownership clarified: Filing confirms Southwest Gas controls 52.1 % of Centuri’s outstanding shares, providing transparency to investors.

Negative

• None.

Insights

Financial Analyst

TL;DR – Southwest Gas confirms 52 % controlling stake in Centuri; informational, no valuation impact.

The 13G/A reiterates that Southwest Gas retains a majority position in Centuri—46.19 million shares out of 88.65 million outstanding. The amendment provides updated share count and ownership percentage but introduces no new transactions or changes in control. For Centuri investors, the filing signals continued parent-company oversight and potentially limited free float. Because the stake is unchanged, immediate market impact is expected to be neutral; however, awareness of concentrated ownership remains important for governance assessments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Centuri Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

155923105

(CUSIP Number)

07/08/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 155923105

1

Names of Reporting Persons

Southwest Gas Holdings, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 46,185,710.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 46,185,710.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

46,185,710.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

52.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Centuri Holdings, Inc.
(b)	Address of issuer's principal executive offices: 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027
Item 2.
(a)	Name of person filing: Southwest Gas Holdings, Inc.
(b)	Address or principal business office or, if none, residence: 8360 S. Durango Dr. Post Office Box 98510, Las Vegas, Nevada 89113
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 155923105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information set forth in the cover page of this Schedule 13G is incorporated herein by reference. The percentage ownership reflected in line 11 in the cover page of this Schedule 13G is based on 88,649,154 shares of Common Stock outstanding as of June 13, 2025, as reported as reported by the Issuer in its final prospectus dated June 16, 2025 and filed with the Securities and Exchange Commission on June 17, 2025 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
(b)	Percent of class: 52.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 46,185,710
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 46,185,710
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Southwest Gas Holdings, Inc.

Signature:	/s/ Catherin M. Mazzeo
Name/Title:	Senior Vice President/Chief Legal, Safety and Compliance Officer and Corporate Secretary
Date:	07/08/2025

FAQ

How many Centuri (CTRI) shares does Southwest Gas hold?

Southwest Gas beneficially owns 46,185,710 Centuri common shares.

What percentage of CTRI’s outstanding stock does this represent?

The stake equals 52.1 % of Centuri’s 88,649,154 shares outstanding as of 13 June 2025.

When was the beneficial ownership event dated?

The relevant date for this Schedule 13G/A is 08 July 2025.

What is the CUSIP number for Centuri Holdings’ common stock?

Centuri’s common shares trade under CUSIP 155923105.

Which form was filed to disclose the ownership?

Southwest Gas filed Schedule 13G/A (Amendment No. 3) with the SEC.