Centuri Holdings Inc.

02/03/2026 | Press release | Distributed by Public on 02/03/2026 18:40

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Connell James W. Jr.
2. Issuer Name and Ticker or Trading Symbol
Centuri Holdings, Inc. [CTRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
19820 NORTH 7TH AVENUE, SUITE 120
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026
(Street)
PHOENIX, AZ 85027
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/30/2026 M 19,011 A (1)(2) 43,471 D
Common Stock 01/30/2026 F(3) 5,280 D $27.83 38,191 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1)(2) 01/30/2026 M 19,011 (4) (4) Common Stock 19,011 $ 0 11,791 D
Restricted Stock Units (1) 01/31/2026 D 11,791 (5) (5) Common Stock 11,791 $ 0 0 D
Performance Stock Units (6) 01/31/2026 D 17,687 (7) (7) Common Stock 17,687 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Connell James W. Jr.
19820 NORTH 7TH AVENUE
SUITE 120
PHOENIX, AZ 85027
See Remarks

Signatures

/s/ Jason S. Wilcock, as attorney-in-fact for James W. Connell, Jr. 02/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit ("RSU") is the economic equivalent of one share of the Centuri Holdings, Inc.'s (the "Issuer") common stock.
(2) Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.
(3) Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of RSUs. This is not an open market sale of securities.
(4) On July 30, 2024, the Reporting Person was granted 19,011 RSUs, which vested in full on January 30, 2026.
(5) On February 25, 2025, the Reporting Person was granted 11,791 RSUs, which were to vest ratably over three years, with one-third of the RSUs to vest on each of the first three anniversaries of the date of grant. A total of 11,791 RSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.
(6) Each performance stock unit ("PSU") is the economic equivalent of one share of the Issuer's common stock.
(7) On February 25, 2025, the Reporting Person was granted 17,687 PSUs, which were eligible to be earned by the Reporting Person based on the achievement of certain performance metrics, as set forth in the applicable PSU award agreement by and between the Issuer and the Reporting Person, over a one-year initial performance period from January 1, 2025 to December 31, 2025 and a subsequent two-year performance period from January 1, 2026 to December 31, 2027 (collectively, the "Performance Period"). Earned shares would have vested after the Performance Period. A total of 17,687 PSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.

Remarks:
The Reporting Person's full title is "Chief Commercial and Strategy Officer"
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Centuri Holdings Inc. published this content on February 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 04, 2026 at 00:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]