Centuri Holdings Files 8-K

TL;DR

Centuri Holdings filed an 8-K, check for updates.

AI Summary

Centuri Holdings, Inc. filed an 8-K on September 5, 2025, reporting an event on September 3, 2025. The filing is related to "Other Events" and "Financial Statements and Exhibits" and does not appear to disclose specific financial transactions or material business developments in the provided text.

Why It Matters

This filing indicates Centuri Holdings, Inc. is submitting a current report to the SEC, which may contain important updates for investors.

Risk Assessment

Risk Level: low — The provided text is a standard SEC filing header and does not contain information that suggests immediate risk.

Key Players & Entities

• Centuri Holdings, Inc. (company) — Registrant
• 0001981599-25-000058 (document_id) — Accession Number
• September 3, 2025 (date) — Earliest event reported
• September 5, 2025 (date) — Filing date
• Phoenix, Arizona (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock, $0.01 per share par value CTRI New York Stock
• $19.60 — price to the public in the Offering was $19.60 per share. The Offering was made under

Filing Documents

• ctri-20250903.htm (8-K) — 31KB
• exhibit11-8xkseptember.htm (EX-1.1) — 220KB
• exhibit51-8xkseptember.htm (EX-5.1) — 14KB
• morrisonfoersterlogoa.jpg (GRAPHIC) — 10KB
• 0001981599-25-000058.txt ( ) — 446KB
• ctri-20250903.xsd (EX-101.SCH) — 2KB
• ctri-20250903_lab.xml (EX-101.LAB) — 23KB
• ctri-20250903_pre.xml (EX-101.PRE) — 14KB
• ctri-20250903_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On September 3, 2025, Centuri Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and Southwest Gas Holdings, Inc. (the "Selling Stockholder") relating to the offer and sale (the "Offering") by the Selling Stockholder of 27,362,210 shares of its holdings of the Company's common stock, par value $0.01 per share ("Centuri Common Stock"). The price to the public in the Offering was $19.60 per share. The Offering was made under a prospectus supplement specifically relating to the Offering dated September 3, 2025 (the "Prospectus Supplement") and related prospectus filed with the Securities and Exchange Commission pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-287200). The Offering closed on September 5, 2025 (the "Closing Date"), pursuant to which the Selling Stockholder sold a total of 27,362,210 shares of Centuri Common Stock. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholder. As of the Closing Date, the Selling Stockholder no longer owns any shares of Centuri Common Stock. Accordingly, the Selling Stockholder no longer has certain governance rights afforded to it under that certain Separation Agreement, dated as of April 11, 2024, by and between the Selling Stockholder and the Company, including the right to nominate any of the Company's directors and any remaining consent rights over certain of the Company's corporate actions. Under the terms of the Underwriting Agreement, the Company, the Company's directors and executive officers, the Selling Stockholder and certain of their respective affiliates also agreed not to sell or transfer any Centuri Common Stock without first obtaining the written consent of the Underwriter, subject to certain exceptions, for 30 days after the date of the Prospectus Supplement. The Underwriting Agreement contai

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1+ Underwriting Agreement, dated as of September 3, 2025, by and among Centuri Holdings Inc., Southwest Gas Holdings, Inc. and J.P. Morgan Securities LLC. 5.1 Opinion of Morrison & Foerster LLP. 23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File, formatted in Inline XBRL. + Certain of the schedules and attachments to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTURI HOLDINGS, INC. Date: September 5, 2025 By: /s/ Gregory A. Izenstark Gregory A. Izenstark Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR