Carl C. Icahn - 14 Nov 2025 Form 4 Insider Report for Centuri Holdings, Inc. (CTRI)

Role
10%+ Owner
Signature
/s/ Carl C. Icahn
Issuer symbol
CTRI
Transactions as of
14 Nov 2025
Net transactions value
+$74,999,998
Form type
4
Filing time
14 Nov 2025, 16:30:24 UTC
Previous filing
07 Nov 2025
Next filing
29 Dec 2025

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
ICAHN CARL C 10%+ Owner C/O ICAHN ENTERPRISES L.P., 16690 COLLINS AVE., PH-1, SUNNY ISLES BEACH /s/ Carl C. Icahn 14 Nov 2025 0000921669
ICAHN PARTNERS LP 10%+ Owner 16690 COLLINS AVE., PH, SUNNY ISLES ICAHN PARTNERS LP, /s/ Jesse Lynn, Chief Operating Officer 14 Nov 2025 0001313666
ICAHN PARTNERS MASTER FUND LP 10%+ Owner 16690 COLLINS AVE., PH, SUNNY ISLES ICAHN PARTNERS MASTER FUND LP, /s/ Jesse Lynn, Chief Operating Officer 14 Nov 2025 0001322827

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTRI Common Stock, $0.01 par value per share Purchase $74,999,998 +3,488,372 +32% $21.50 14,336,044 14 Nov 2025 Please see footnotes F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master" and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). The shares of the common stock, $0.01 par value per share (the "Shares"), of Centuri Holdings, Inc. (the "Issuer") reported herein were purchased pursuant to the terms of the Common Stock Purchase Agreement, dated as of November 11, 2025, by and among Icahn Partners, Icahn Master and the Issuer.
F2 Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of AEPC Holdings LLC, which is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
F3 Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master.
F4 Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
F5 Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
F6 After giving effect to the transactions above, Icahn Partners directly beneficially owns 8,125,680 Shares and Icahn Master directly beneficially owns 6,210,364 Shares.