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

Rhea-AI Filing Summary

Schedule 13D filing overview

On 06/30/2025 Atlantis Holding Corp. and Icon Energy Corp.’s Chairwoman & CEO, Ismini Panagiotidi, disclosed beneficial ownership of 7,685,546 common shares of Icon Energy (“ICON”), representing 77.9 % of the outstanding class.

The position consists of (i) 5,000 common shares held directly and (ii) 7,680,546 shares issuable upon conversion of 17,249 Series A Cumulative Convertible Perpetual Preferred Shares. The Series A shares are convertible, in whole (not in part), between 16 Jul 2025 and 15 Jul 2032 at the lower of US $240 or the 5-day VWAP immediately before notice.

The preferred stock was issued under a 11 Jun 2024 exchange whereby ICON acquired Maui Shipping Co.; a further 2,249 Series A shares were issued in-kind for dividends on 30 Jun 2025. Atlantis is incorporated in the Marshall Islands; Ms. Panagiotidi controls Atlantis and Pavimar Shipping, which manages vessels operated by ICON.

The filing states the stake is held for investment purposes and that there are currently no definitive plans for additional transactions affecting ICON’s capital, governance or operations, though regular discussions with management and directors occur.

Key investor takeaways: (1) ICON is effectively insider-controlled, limiting minority influence; (2) up to 7.68 million new shares could be issued after July 2025, creating potential dilution risk; (3) conversion price linkage to VWAP may mitigate extreme pricing but favors the holder if shares trade below US $240.

Positive

• High insider ownership (77.9 %) aligns management incentives with shareholder value.
• Conversion price capped at US $240 or VWAP, potentially limiting extreme dilution if shares appreciate strongly.

Negative

• Issuance of up to 7.68 million new shares could dilute existing holders by more than 3.5× once conversion occurs.
• Single insider group controls voting power, reducing minority influence and elevating governance risk.

Insights

Equity Analyst

TL;DR – 78 % insider stake signals control; dilution risk starts July 2025.

The 13D confirms near-total control of ICON by Atlantis/CEO Panagiotidi. While alignment of interests can be beneficial, minority investors should price in a controlling shareholder’s ability to pass corporate actions unilaterally. The 17,249 Series A preferred shares convert in whole, not in part, preventing gradual sales but unleashing a 351 % share-count increase once exercised. With conversion tied to VWAP, dilution could be severe if ICON trades well below US $240. Until conversion, preferred dividends may continue to be paid in-kind, compounding overhang. I view the filing as strategically important but not yet value-changing, hence a neutral rating.

Corporate Governance Expert

TL;DR – Single-party control raises governance and minority-rights concerns.

Atlantis and Ms. Panagiotidi now command nearly 78 % voting power, effectively eliminating public float influence. Such concentration increases related-party-transaction risk, especially given Pavimar’s operational ties. The absence of stated plans offers limited comfort; a controlling shareholder can alter bylaws, approve financings or mergers without minority consent. Future conversion of the preferreds will further cement control while diluting outsiders. Minority investors should monitor board independence and disclosure robustness. Overall governance impact: negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Centuri Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(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

Icahn Enterprises L.P.

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 6,403,877.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,403,877.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,403,877.00

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)

7.22 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 155923105

1

Names of Reporting Persons

Carl C. Icahn

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

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,403,877.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,403,877.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,403,877.00

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)

7.22 %

12

Type of Reporting Person (See Instructions)

IN

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: The persons filing this statement are Icahn Enterprises L.P. ("Icahn Enterprises") and Carl C. Icahn (collectively, the "Reporting Persons"). Icahn Enterprises owns the Shares reported herein indirectly through its subsidiary entities Icahn Partners LP and Icahn Partners Master Fund LP.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160.
(c)	Citizenship: Icahn Enterprises is a Delaware master limited partnership. Carl C. Icahn is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, $0.01 par value
(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 Reporting Persons have sole voting and sole dispositive power with regard to 6,403,877 Shares.
(b)	Percent of class: As of July 8, 2025, the Reporting Persons may be deemed to beneficially own in the aggregate 6,403,877 Shares, representing approximately 7.22% of the Issuer's outstanding Shares (based on 88,649,154 Shares 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).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
	(ii) Shared power to vote or to direct the vote: The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
	(iii) Sole power to dispose or to direct the disposition of: The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
	(iv) Shared power to dispose or to direct the disposition of: The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Icahn Enterprises L.P.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou / Chief Financial Officer
Date:	07/08/2025

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	07/08/2025

Exhibit Information

1 Joint Filing Agreement, dated as of the date hereof, by and among the Reporting Persons.

FAQ

How much of ICON common stock does Atlantis Holding Corp. own?

Atlantis and CEO Ismini Panagiotidi beneficially own 7,685,546 shares, or 77.9 % of ICON’s outstanding common stock.

When can the Series A Preferred Shares be converted into ICON common stock?

All Series A shares are convertible in whole between 16 Jul 2025 and 15 Jul 2032.

What is the conversion price for ICON’s Series A Preferred Shares?

Each share converts at the lower of US $240 or the 5-day VWAP prior to conversion notice.

How did Atlantis Holding Corp. acquire its ICON stake?

The shares were received under an Exchange Agreement dated 11 Jun 2024 when ICON acquired Maui Shipping Co. and later via in-kind dividend payment.

Will the conversion of preferred shares dilute existing ICON shareholders?

Yes. Conversion would add up to 7.68 million new shares, materially diluting current holders.

Who is Ismini Panagiotidi in relation to ICON?

She is ICON’s Chairwoman & CEO and controls both Atlantis Holding Corp. and Pavimar Shipping.