Icahn Enterprises and Carl Icahn Disclose 10.8M CTRI Shares (12.24%)

Rhea-AI Filing Summary

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.

Positive

• Material disclosed stake: Aggregate beneficial ownership of 10,847,672 shares (approximately 12.24%) is explicitly reported
• Clear control metrics: Reporting Persons state sole voting and sole dispositive power with respect to 7,977,377 shares
• Transparent filing structure: Filing identifies legal entities, citizenship, principal business address, and includes a joint filing agreement

Negative

• None.

Insights

Financial Analyst

TL;DR: A 12.24% stake from activist-aligned holders is material and could influence market perception and strategic discussions.

The reported aggregate ownership of 10,847,672 shares (12.24%) is a material equity position for shareholders and investors to note because it exceeds typical 5% reporting thresholds and signals concentrated ownership. The filing clarifies voting and dispositive power, showing the Reporting Persons exercise sole authority over 7,977,377 shares. The disclosure is routine in form but significant in scale: such a stake may prompt market participants and the company to reassess governance dynamics and potential engagement, though the filing includes a certification that the shares were not acquired to change control.

Corporate Governance Expert

TL;DR: Ownership disclosure reflects a substantial position with clear sole voting/dispositive powers, creating governance relevance for the board and investors.

The Schedule 13G shows concentrated ownership by Icahn-associated entities and Carl C. Icahn with explicit statements of sole voting and dispositive authority for specified shares. The joint filing agreement and certification language are standard for coordinated filers. From a governance perspective, a >10% holder with sole voting power over millions of shares warrants attention to potential proxy activity, nomination rights, or dialogue with management, even though the filing asserts no intent to effect control.

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, $0.01 par value

(Title of Class of Securities)

155923105

(CUSIP Number)

09/05/2025

(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 10,847,672.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,847,672.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,847,672.00

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)

12.24 %

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,847,672.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,847,672.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,847,672.00

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)

12.24 %

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 7,977,377 Shares.
(b)	Percent of class: As of September 5, 2025, the Reporting Persons may be deemed to beneficially own in the aggregate 10,847,672 Shares, representing approximately 12.24% of the Issuer's outstanding Shares (based on 88,649,154 Shares outstanding as of September 2, 2025, as reported as reported by the Issuer in its final prospectus supplement dated September 3, 2025 and filed with the Securities and Exchange Commission on September 4, 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:	09/05/2025

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	09/05/2025

Exhibit Information

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

FAQ

How many Centuri Holdings (CTRI) shares do Icahn Enterprises and Carl C. Icahn beneficially own?

The Reporting Persons beneficially own 10,847,672 shares, representing approximately 12.24% of Centuri Holdings' outstanding common stock as stated in the filing.

What voting and dispositive powers are reported by the filers in the CTRI Schedule 13G?

They report sole voting and sole dispositive power over 7,977,377 shares and sole voting/dispositive power reflected for 10,847,672 shares on the cover pages.

Did the filers state an intent to influence control of Centuri Holdings (CTRI)?

The certification in Item 10 states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, except for nomination activity permitted by the cited rule.

Which entities hold the reported CTRI shares on behalf of Icahn Enterprises?

Icahn Enterprises holds the reported shares indirectly through subsidiary entities Icahn Partners LP and Icahn Partners Master Fund LP, as disclosed in the filing.

Does the filing include any agreements between the Reporting Persons?

Yes. The filing lists a joint filing agreement among the Reporting Persons as an exhibit.