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

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Accepted by SEC EDGAR 08/06/2025 - 05:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Centuri Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

155923105

(CUSIP Number)

08/06/2025

(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 7,977,377.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,977,377.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,977,377.00

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)

9.0 %

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 7,977,377.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,977,377.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,977,377.00

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)

9.0 %

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 August 6, 2025, the Reporting Persons may be deemed to beneficially own in the aggregate 7,977,377 Shares, representing approximately 9.0% of the Issuer's outstanding Shares (based on 88,649,154 Shares outstanding as of July 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission on August 6, 2025).
(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:	08/06/2025

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	08/06/2025

Exhibit Information

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