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

Rhea-AI Filing Summary

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.

Positive

• Material stake disclosed: Beneficial ownership of 27,362,210 shares representing 30.9% of the class.
• Sole control reported: Filer declares sole voting and sole dispositive power over the shares.
• Calculation transparency: Ownership percentage is based on an issuer-reported total of 88,649,154 shares outstanding.

Negative

• None.

Insights

Financial Analyst

TL;DR Southwest Gas Holdings holds a material 30.9% stake in Centuri with sole voting and dispositive power over 27.36 million shares.

The Schedule 13G/A discloses a concentrated equity position equal to roughly one-third of Centuri's outstanding common stock based on the issuer's reported share count of 88,649,154. For investors and analysts, the key facts are the absolute share count and the declaration of sole voting and dispositive power, which indicates the filer can unilaterally vote and dispose of these shares. This level of ownership is material under SEC thresholds and may affect control dynamics and shareholder voting outcomes.

Corporate Governance Expert

TL;DR A single Delaware entity reports sole control of 30.9% of Centuri, a materially influential ownership stake.

The filing identifies Southwest Gas Holdings, Inc. as the reporting person and specifies sole voting and dispositive authority for 27,362,210 shares. From a governance perspective, this concentration is significant because it establishes clear, reportable influence over corporate votes without recorded shared control. The disclosure is procedural but materially relevant for assessing board-election dynamics, shareholder proposals, and potential strategic interactions between major holders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Centuri Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

155923105

(CUSIP Number)

08/11/2025

(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 27,362,210.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 27,362,210.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,362,210.00

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)

30.9 %

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 August 6, 2025, as reported as reported by the Issuer in its final prospectus dated August 7, 2025 and filed with the Securities and Exchange Commission on August 8, 2025 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
(b)	Percent of class: 30.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 27,362,210.00
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 27,362,210.00
	(iv) Shared power to dispose or to direct the disposition of: 0
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/ Catherine M. Mazzeo
Name/Title:	Senior Vice President/Chief Legal, Safety and Compliance Officer and Corporate Secretary
Date:	08/12/2025

FAQ

Who filed the Schedule 13G/A for Centuri Holdings (CTRI)?

The filing was made by Southwest Gas Holdings, Inc., a Delaware reporting person.

How many Centuri (CTRI) shares does Southwest Gas Holdings beneficially own?

The filer reports beneficial ownership of 27,362,210 shares.

What percentage of Centuri (CTRI) does that shareholding represent?

The reported stake represents 30.9% of the outstanding common stock.

Does Southwest Gas Holdings have voting or dispositive power over the shares?

Yes. The filer reports sole voting power and sole dispositive power for the 27,362,210 shares.

What share count is the ownership percentage based on?

The percentage is calculated using an issuer-reported total of 88,649,154 shares of common stock outstanding.