Centuri Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share information)

Condensed Consolidated Statements of Operations

(In thousands, except per-share information)

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

Condensed Consolidated Statements of Cash Flows

(In thousands)

Condensed Consolidated Statements of Changes in Equity

(In thousands, except share information)

Notes to Condensed Consolidated Financial Statements

1. Description of Business

Organization Structure

Centuri Holdings, Inc. (“Holdings” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company” or “Centuri”) was formed as a Delaware corporation in June 2023. Holdings was formed for the purpose of completing an initial public offering and facilitating the separation of Centuri Group, Inc. (the “Operating Company”) from Southwest Gas Holdings, Inc. (“Southwest Gas Holdings”) in order to carry on the business of the Operating Company. On April 13, 2024, Holdings issued 71,664,592 shares of common stock to Southwest Gas Holdings as consideration for the transfer of assets and assumption of liabilities of the Operating Company (“the Separation”). Following the completion of the Separation, the Operating Company became a wholly owned subsidiary of Holdings, and all of Holdings’ operations are conducted through the Operating Company. The Operating Company is considered to be Holdings’ predecessor for accounting purposes.

Description of Operations

The Company is a North American utility infrastructure services company, and it partners with regulated utilities to maintain, upgrade and expand the energy network that powers millions of homes and businesses. The Company’s service offerings primarily consist of the modernization of utility infrastructure through the replacement, maintenance, retrofitting and installation of electric and natural gas distribution and utility-scale transmission networks, building capacity to meet current and future demands. The Company operates through a family of complementary companies working together across different geographies to establish solid customer relationships and a strong reputation for a wide range of capabilities.

Initial Public Offering and Secondary Offerings

On April 17, 2024, the registration statement related to the initial public offering of Centuri’s common stock was declared effective, and Centuri’s common stock began trading on the New York Stock Exchange under the ticker “CTRI” (the “Centuri IPO”) on April 18, 2024. On April 22, 2024, the Centuri IPO and a concurrent private placement were completed with total final net proceeds of $327.7 million. As of the closing of the Centuri IPO, Southwest Gas Holdings owned 71,665,592 shares of Centuri common stock, or approximately 81% of the total outstanding shares of Centuri.

On May 22, 2025, Southwest Gas Holdings completed a public offering (the “May Offering”) of 10,350,000 shares of its holdings of Centuri common stock. On the same day, Southwest Gas Holdings sold 2,857,142 shares of its holdings of Centuri common stock in a concurrent private placement to Icahn Partners and Icahn Partners Master Fund LP, investment entities associated with Carl C. Icahn (“Icahn Partners”). As of the closing of the May Offering and the concurrent private placement, Southwest Gas Holdings owned 58,458,450 shares of Centuri common stock, or approximately 66% of the total outstanding common stock of Centuri. The Company did not receive any of the proceeds from the May Offering or concurrent private placement.

On June 18, 2025, Southwest Gas Holdings completed another public offering (the “June Offering”) of 11,212,500 shares of its holdings of Centuri common stock, which resulted in Southwest Gas Holdings owning 47,245,950 shares of Centuri common stock, or approximately 53% of the total outstanding common stock of Centuri. Concurrently with the June Offering, Southwest Gas Holdings also entered into an agreement to sell 1,060,240 shares of its holdings of Centuri common stock in a private placement to Icahn Partners, which closed on July 8, 2025, decreasing Southwest Gas Holdings’ ownership to 46,185,710 shares of Centuri common stock, or approximately 52% of the total outstanding common stock of Centuri. The Company did not receive any of the proceeds from the June Offering or concurrent private placement.

2. Basis of Presentation and Recent Accounting Pronouncements

Interim Condensed Consolidated Financial Information

The unaudited condensed consolidated financial statements and footnotes were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations and comprehensive income for the interim periods are not necessarily indicative of the results for the entire fiscal year. The results of the Company have historically been subject to significant seasonal fluctuations.

The Company uses a 52/53-week fiscal year that ends on the Sunday closest to the end of the calendar year. Unless otherwise stated, references to months and quarters in the Company’s condensed consolidated financial statements relate to fiscal months and quarters rather than calendar months and quarters. The fiscal six month periods ended June 29, 2025 and June 30, 2024 each had 26 weeks, and the second fiscal quarters of 2025 and 2024 each had 13 weeks.

Revisions

During the third fiscal quarter of 2024, management determined that certain cash outflows incurred during the fiscal three and six months ended June 30, 2024 related to the implementation of a cloud computing arrangement were incorrectly classified as capital expenditures instead of as operating cash outflows. The Company quantitatively and qualitatively assessed the impact of this error on previously issued financial statements and concluded the impact was not material, but elected to revise the financial statements for these periods when presented as comparative periods in future filings. Accordingly, capital expenditures, operating cash flows, and investing cash flows for the fiscal three and six months ended June 30, 2024 have been revised from previous filings within the condensed consolidated statements of cash flows, “Note 4 — Segment Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

On the condensed consolidated statements of changes in equity, the caption previously titled “Distribution to related party - parent” was renamed “Separate return method tax adjustment” to differentiate these adjustments to additional paid-in capital from the contribution of deferred tax assets by Southwest Gas Holdings as part of tax deconsolidation (discussed further in “Note 11 — Income Taxes”).

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The update enhances income tax disclosure requirements. This update is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this update will have on its disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The update enhances the level of detail available related to reporting about expenses. This update will be effective for the Company beginning with the annual reporting for the fiscal year ending 2027. The Company is currently evaluating the impact the rules will have on its disclosures.

3. Revenue and Related Balance Sheet Accounts

The following table presents the Company’s revenue from contracts with customers disaggregated by contract type (in thousands):

Contract assets and liabilities consisted of the following (in thousands):

Contract assets primarily consist of revenue earned on contracts in progress in excess of billings, which relates to the Company’s rights to consideration for work completed but not billed and/or approved at the reporting date as well as contract retention balances. Contract assets that are not expected to be invoiced and collected within a year of the financial statement date (“Non-current contract assets”) are included in other assets on the condensed consolidated balance sheets. Revenue earned on contracts in progress in excess of billings are transferred to accounts receivable when the rights become unconditional.

As of June 29, 2025 and December 29, 2024, the Company had recorded approximately $42.3 million and $24.8 million, respectively, in contract assets related to net recovery claims. Claims occur when there is a dispute regarding a change in the scope of work and associated price for work already performed. The Company records estimated claims as variable consideration based on the most likely amount it expects to receive, and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty with the variable consideration is resolved.

Total contract assets increased $80.3 million during the fiscal six months ended June 29, 2025 due primarily to increased revenue and the timing of billings, which is based on the achievement of certain milestones. Contract assets are recoverable from the Company’s customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of the Company’s time and materials (“T&M”) contract arrangements are billed in arrears pursuant to contract terms that are standard within the industry, resulting in revenue earned on contracts in progress in excess of billings and/or unbilled receivables being recorded as revenue is recognized in advance of billings. The lag in billing due to the aforementioned contractual provisions may create circumstances in which material changes to a customer’s business, cash flows or financial condition, which may be impacted by negative economic or market conditions, could affect the Company’s ability to bill and subsequently collect amounts due. These changes may result in the need to record an estimate of the amount of loss from uncollectible receivables.

Contract liabilities primarily consist of amounts billed in excess of revenue earned related to the advance consideration received from customers for which work has not yet been completed. The increase in the contract liability balance of $7.8 million from December 29, 2024 to June 29, 2025 was due to additional payments received in advance of work completed, net of approximately $17.6 million of revenue recognized that was included in the balance as of December 29, 2024.

The Company considers retention and unbilled amounts to customers to be conditional contract assets, as payment is contingent on the occurrence of a future event. Accounts receivable, net, includes only amounts that are unconditional in nature, which means only the passage of time remains and the Company has invoiced the customer. Similarly, contract liabilities include amounts billed in excess of revenue earned on contracts in progress related to fixed-price, unit-price and T&M contracts. In the event contract assets or contract liabilities are expected to be recognized more than one year from the financial statement date, the Company classifies those amounts as long-term contract assets or contract liabilities, included in other assets or other long-term liabilities, respectively, on the condensed consolidated balance sheets. Similarly, accounts receivable balances expected to be collected beyond one year are recorded as long-term within other assets.

For contracts where payment is expected to be collected less than one year from when services are performed (as determined at contract inception), the Company uses the practical expedient and does not consider the time value of money. For contracts with an original duration of one year or less, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or the related timing of revenue recognition.

As of June 29, 2025, the Company had 43 fixed-price contracts with an original duration of more than one year. The aggregate amount of the transaction price allocated to the unsatisfied performance obligations of these contracts as of June 29, 2025 was $202.8 million. The Company expects to recognize the remaining performance obligations of these contracts over approximately the next 2.5 years; however, the timing of that recognition is largely within the control of the customer, including when the necessary equipment and materials required to complete the work will be provided by the customer.

Accounts receivable, net consisted of the following (in thousands):

4. Segment Information

The Company reports its results under four reportable segments: (i) U.S. Gas Utility Services (“U.S. Gas”); (ii) Canadian Gas Utility Services (“Canadian Gas”); (iii) Union Electric Utility Services (“Union Electric”); and (iv) Non-Union Electric Utility Services (“Non-Union Electric”).

The Company’s president and chief executive officer serves as the Company's chief operating decision maker (the "CODM"). The Company’s reportable segments are established in consideration of differences in services, geographic areas and workforce composition (union vs. non-union). The Company has not aggregated any operating segments into reportable segments. The CODM reviews short-term and long-term trends and budget-to-actual variances in gross profit to assess performance across the different segments in determining where to allocate resources.

U.S. Gas

U.S. Gas provides comprehensive services, including maintenance, replacement, repair and installation for local natural gas distribution utilities (“LDCs”) focused on the modernization of customers’ infrastructure throughout the U.S. The work performed within this segment includes solutions for all stages of utility work and is performed primarily within the distribution, utility-scale transmission and end-user infrastructure, rather than large-scale, project-based, cross-country transmission. In addition, U.S. Gas performs other underground services, including water and fiber, and has an in-house fabrication shop providing pipe and component assembly. The Company is able to cater to the needs of its gas utility services and energy customers by serving union and non-union markets.

Canadian Gas

Canadian Gas provides comprehensive services, including maintenance, replacement, repair and installation for LDCs focused on the modernization of customers’ infrastructure in Canada. The work performed within this segment includes solutions for all stages of utility work and is performed primarily within the distribution, urban transmission and end-user infrastructure, rather than large-scale, project-based, cross-country transmission. Canadian Gas only serves union markets.

Union Electric

Union Electric provides a comprehensive set of electric utility services encompassing maintenance, replacement, repair, upgrade and expansion services for urban transmission and local distribution infrastructure within union markets. The work performed within this segment is focused primarily on recurring local distribution and urban transmission services under master services agreements (“MSAs”), as opposed to large-scale, project-based, cross-country transmission, and services are primarily focused on infrastructure between the substation and end-user meter. In addition to core electric utility infrastructure, this segment provides heavy industrial work, including civil, mechanical, electrical, and fabrication (component assembly) services.

Non-Union Electric

Non-Union Electric provides a comprehensive set of electric utility services encompassing maintenance, replacement, repair, upgrade and expansion services for urban transmission and local distribution infrastructure within non-union markets. The work performed within this segment is focused almost exclusively on recurring local distribution and urban transmission services under MSAs as opposed to large-scale, project-based, cross-country transmission, and services are primarily focused on infrastructure between the substation and end-user meter.

Other

Other consists of any corporate and non-allocated costs.

Revenue and gross profit by segment were as follows (in thousands):

Gross profit represents the difference between revenue and cost of revenue. Cost of revenue is a significant expense that is regularly reported to the CODM by segment. Cost of revenue by segment was as follows (in thousands):

Depreciation expense, included in cost of revenue, by segment was as follows (in thousands):

(1)Depreciation expense within selling, general and administrative expense was excluded from the table above as it is not produced or utilized by management to evaluate segment performance.

Separate measures of the Company’s assets and cash flows, with the exception of capital expenditures, are not produced or utilized by management to evaluate segment performance.

Capital expenditures by segment were as follows (in thousands):

Foreign Operations

The Company recorded revenue in Canada of approximately $55.1 million (8% of consolidated revenue) and $46.7 million (7% of consolidated revenue) during the fiscal three months ended June 29, 2025 and June 30, 2024, respectively, and $94.9 million (7% of consolidated revenue) and $87.6 million (7% of consolidated revenue) for the fiscal six months ended June 29, 2025 and June 30, 2024, respectively.

5. Per Share Information

The amounts used to compute basic and diluted earnings (loss) per share attributable to common stock consisted of the following (in thousands):

There were a de minimis amount of potentially dilutive securities that were antidilutive in the fiscal six months ended June 29, 2025 and June 30, 2024 due to the Company recording a net loss.

6. Accounts Receivable Securitization Facility

In September 2024, the Company entered into athree-year accounts receivable securitization facility for an aggregate amount of up to $125.0 million (the “Securitization Facility”), with PNC Bank, National Association (“PNC"), to enhance the Company's financial flexibility by providing additional liquidity.

Under the Securitization Facility, certain designated subsidiaries of the Company may sell or contribute their accounts receivable and contract assets generated in the ordinary course of their businesses and certain related assets to an indirect wholly owned bankruptcy-remote Special Purpose Entity (“SPE”) of the Company created specifically for this purpose. The SPE is a variable interest entity, and the Company is the primary beneficiary and therefore consolidates the SPE. The SPE transfers ownership and control of accounts receivable to PNC for payments as set forth in the agreement. The Company accounts for accounts receivable sold to the banking counterparty as a sale of financial assets and has derecognized the accounts receivable from the condensed consolidated balance sheet for the current period.

The total outstanding balance of accounts receivable that had been sold and derecognized was $125.0 million as of June 29, 2025. The Company hadno unused capacity on the Securitization Facility as of June 29, 2025.

Additionally, the SPE owned accounts receivable and contract assets of $25.2 million and $104.3 million, respectively, as of June 29, 2025 and $45.2 million and $78.3 million, respectively, as of December 29, 2024 which were not sold to PNC. These balances are primarily included in accounts receivable, net and contract assets (and the accompanying related party captions) in the Company’s condensed consolidated balance sheet, with certain non-current balances being included in other assets.

During the fiscal three and six months ended June 29, 2025, the Company incurred $1.7 million and $3.5 million, respectively, in yield fees on the Securitization Facility, which were recorded in interest expense, net on the Company’s condensed consolidated statement of operations.

7. Goodwill

Changes in the carrying amount of goodwill of each of the Company’s reportable segments were as follows (in thousands):

(1)Net of accumulated impairment of $10.8 million as of June 29, 2025 and December 29, 2024.

(2)Net of accumulated impairment of $391.1 million as of June 29, 2025 and December 29, 2024.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

9. Long-Term Debt

Long-term debt, including outstanding amounts on the Company’s line of credit, consisted of the following (in thousands):

(1)Fair values as of June 29, 2025 and December 29, 2024 were determined using the Company’s credit rating.

On August 27, 2021, the Company entered into an amended and restated credit agreement. The agreement provided for a $1.145 billion secured term loan facility, at a discount of 1.00%, and a $400 million secured revolving credit facility, which in addition to funding the acquisition of Riggs Distler & Company, Inc. ("Riggs Distler"), refinanced the Company’s previous $590 million loan facility. This multi-currency facility allows the Company to request loan advances in either Canadian dollars or U.S. dollars. Amounts borrowed and repaid under the revolving line of credit portion of the facility are available to be re-borrowed. The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of the Company, substantially all of the tangible and intangible personal property of each borrower, and all products, profits, and proceeds of the foregoing. The Company’s assets securing the facility as of June 29, 2025 totaled $2.0 billion. The credit agreement also contains a restriction on dividend payments with an available amount generally defined as 50% of the Company’s consolidated net income since the beginning of the fourth fiscal quarter of 2020 adjusted for certain items, such as parent capital contributions, redeemable noncontrolling interest payments, and dividend payments, among other adjustments, as applicable. As of June 29, 2025, the applicable margins for the term loan facility were 1.50% for base rate loans and 2.50% for SOFR loans. The weighted average interest rate on the term loan facility was 6.94% and 7.19% as of June 29, 2025 and December 29, 2024, respectively. As of June 29, 2025, the term loan facility had a maturity date of August 27, 2028, and the revolving credit facility had a maturity date of August 27, 2026.

On May 13, 2024, the Company also amended its revolving credit facility to transition from Canadian Dollar Offered Rate benchmarks to Canadian Overnight Repo Rate Average (“CORRA”) benchmarks for Canadian dollar borrowing under its revolving credit facility. As of June 29, 2025, the applicable margin for the revolving credit facility ranged from 1.00% to 2.50% for SOFR and CORRA loans and from 0.00% to 1.50% for base rate loans, depending on the

Company’s net leverage ratio. The weighted average interest rate on the revolving credit facility was 5.79% and 5.94% as of June 29, 2025 and December 29, 2024, respectively.

On March 22, 2024, the Company amended the financial covenants of the revolving credit facility. Pursuant to the terms as of June 29, 2025, the Company was required to maintain a leverage ratio of 4.00 to 1.00, and an interest coverage ratio of greater than a minimum of 2.50 to 1.00. As of June 29, 2025, the Company was in compliance with all of the financial covenants under the revolving credit facility. The Company is required to pay a commitment fee on the unused portion of the commitments which ranges from 0.15% to 0.35% per annum, depending on the Company’s net leverage ratio.

As of June 29, 2025 and December 29, 2024, the Company had borrowings outstanding of $0.9 billion and $0.8 billion, respectively, under its amended and restated credit agreement. The amount available under the revolving line of credit is further reduced by the amount of any outstanding letters of credit issued by the Company under the agreement. Accordingly, there was $171.4 million, net of outstanding letters of credit, of unused capacity on the revolving line of credit as of June 29, 2025. The Company had $68.6 million and $64.6 million of unused letters of credit available as of June 29, 2025 and December 29, 2024, respectively. Debt issuance costs associated with the Company’s line of credit are amortized over the term of the related line of credit. As of June 29, 2025 and December 29, 2024, there was $2.1 million and $3.0 million, respectively, in debt issuance costs recorded in other assets on the condensed consolidated balance sheets.

As of June 29, 2025, the Company had $34.7 million of surety-backed letters of credit issued outside of its amended and restated credit agreement.

Debt issuance costs associated with the Company’s term loan are amortized over the term of the related debt, which approximates the effective interest method. As of June 29, 2025 and December 29, 2024, debt issuance costs of $9.9 million and $11.8 million, respectively, were recorded as a reduction to long-term debt on the condensed consolidated balance sheets.

Amortization expense related to debt issuance costs is recorded as a component of interest expense in the condensed consolidated statements of operations. Amortization of debt issuance costs were $1.3 million each during the fiscal three month periods ended June 29, 2025 and June 30, 2024. During the fiscal six month periods ended June 29, 2025 and June 30, 2024 amortization of debt issuance costs was $2.5 million and $2.6 million, respectively.

The Company currently hassix equipment term loans with initial amounts totaling approximately $150 million, with certain owned equipment used as collateral. The loans are serviced in U.S. dollars.

The fair value of the Company’s debt as of both June 29, 2025 and December 29, 2024 was $0.9 billion. The carrying value of the Company’s revolving credit facility approximates fair value given interest rates on the revolving credit facility approximate market rates, and typically draws on the revolving credit facility are paid back in a short period of time. The fair values of the Company’s term loan facility and equipment loans were determined utilizing a market-based valuation approach, where fair values are determined based on evaluated pricing data, and as such are categorized as Level 2 in the hierarchy.

On July 9, 2025, the Company entered into the sixth amendment to its amended and restated credit agreement. See "Note 16 — Subsequent Events" for additional information.

10. Leases

The Company has operating and finance leases for corporate and field offices, equipment yards, construction equipment and transportation vehicles. The Company is currently not a lessor in any significant lease arrangements. The Company’s leases have remaining lease terms of up to 14 years. Some of these leases include options to extend the leases, generally for optional terms of up tofive years, and some include options to terminate the leases withinone year. The equipment leases may include variable payment terms in addition to the fixed lease payments if machinery is used in excess of the standard work periods. The occurrence of these variable payments is not probable under the Company’s current operating environment and has not been included in consideration of lease payments. Leases with an initial term of 12 months or less are classified as short-term leases and are not recognized on the condensed consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised, or unless it is reasonably certain that the equipment or property will be leased for greater than 12 months. Due to the seasonality of the Company’s operations, expense for short-term leases will fluctuate throughout the year with higher expense typically incurred during the periods when revenue is the greatest. As of June 29, 2025, the Company didnot have any significant executed lease agreements that had not yet commenced.

The components of lease expense were as follows (in thousands):

(1)Depreciation is included within cost of revenue in the accompanying condensed consolidated statements of operations.

(2)Short-term lease cost includes both leases and rentals with initial terms of 12 months or less.

Supplemental cash flow information related to leases was as follows (in thousands):

Supplemental information related to leases was as follows:

The following is a schedule of maturities of lease liabilities as of June 29, 2025 (in thousands):

Certain leases require the Company to pay variable property taxes, insurance and maintenance costs that have been excluded from the minimum lease payments in the above tables as they are variable in nature.

11. Income Taxes

The Company’s quarterly provision for income taxes was prepared using the effective annual tax rate adjusted to remove discrete items, as those items will impact the quarter in which those items were reflected. The Company’s effective tax rate for the fiscal three month periods ended June 29, 2025 and June 30, 2024 was 43.4% and (4.2)%, respectively, and for the fiscal six months ended June 29, 2025 and June 30, 2024 was 41.4% and 61.1%, respectively. Effective tax rates for all periods were impacted by the disproportionate amount of non-deductible expenses in relation to loss before income taxes. Additionally, differences in income (loss) before income taxes by jurisdiction caused fluctuations in the effective tax rate when comparing periods.

The Company historically was included on the U.S. federal and certain state income tax returns of Southwest Gas Holdings and calculated income tax amounts using the separate return method as if the Company was a separate taxpayer to allow users to understand the financial position of the Company as a standalone taxable entity. This resulted in the Company recording net deferred tax assets primarily related to net operating losses and interest limitations under Section 163(j) of the Internal Revenue Code of 1986, as amended, which differed from tax attributes actually generated and used by Southwest Gas Holdings as the consolidated and ultimate taxable entity.

As discussed in “Note 1 — Description of Business,” on May 22, 2025, Southwest Gas Holdings’ ownership in the Company decreased below 80%, and accordingly the Company will no longer be included in Southwest Gas Holdings’ U.S. federal and certain state income tax returns. As a result, certain deferred tax assets previously recorded under the separate return method were removed from the condensed consolidated balance sheet through an adjustment to additional paid in capital. Separately, in accordance with the Company’s Tax Assets Agreement with Southwest Gas Holdings (as defined and discussed in “Note 13 — Related Parties”), the Company was allocated $30.2 million in deferred tax assets (primarily net operating losses) as part of tax deconsolidation, which is treated as a capital contribution from Southwest Gas Holdings and recorded within additional paid in capital. The Company’s allocation of deferred tax assets from Southwest Gas Holdings is based on estimates of amounts to be included in Southwest Gas Holdings’ tax returns for 2024 and 2025, and accordingly the allocation may change in future periods until the tax returns are ultimately filed.

Based on Southwest Gas Holdings’ current ownership, the Company remains eligible for consolidation on the tax returns of Southwest Gas Holdings in certain U.S. states. At the time Southwest Gas Holdings ceases to own at least 50% of the Company's outstanding common stock, the Company will cease to be consolidated with Southwest Gas Holdings for tax purposes entirely.

As discussed in more detail in “Note 13 — Related Parties,” the Company is also a party to a tax matters agreement with Southwest Gas Holdings that outlines the method by which the Company calculates its income tax liability and the manner in which it either reimburses Southwest Gas Holdings for taxes owed or is reimbursed for credits and net operating losses used for periods in which the Company is consolidated in Southwest Gas Holdings’ tax returns.

The Company regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain, including in connection with changes in tax laws. The Company maintains a valuation allowance on certain state net operating loss carryforwards. Such valuation allowances are released as the related tax benefits are realized or when sufficient evidence exists to conclude that it is more likely than not the deferred tax assets will be realized.

As of June 29, 2025 and December 29, 2024, the total amount of unrecognized tax benefits relating to uncertain tax positions was $0.5 million.

As of June 29, 2025, with certain exceptions, the Company is no longer subject to U.S. federal, state, local, or Canadian examinations for years before fiscal year 2019.

12. Supplemental Cash Flow Disclosures

The following table represents the Company’s supplemental cash flow disclosures and non-cash investing activity, excluding lease activity (which is disclosed in “Note 10 — Leases”) (in thousands):

Unpaid offering costs incurred as part of the Centuri IPO were $2.4 million as of June 30, 2024, with $2.1 million of these costs owed as reimbursement to Southwest Gas Holdings for third-party costs incurred by Southwest Gas Holdings as part of the Centuri IPO. There wereno such unpaid offering costs as of June 29, 2025.

13. Related Parties

The Company performs various construction services for Southwest Gas Corporation, a wholly owned subsidiary of Southwest Gas Holdings. The following table represents the Company’s revenue in dollars and as a percentage of total revenue as well as gross profit in dollars and as a percentage of total gross profit relating to contracts with Southwest Gas Corporation (in thousands):

As of June 29, 2025 and December 29, 2024, approximately $5.9 million (2%) and $9.6 million (3%), respectively, of the Company’s accounts receivable, and $3.9 million and $2.6 million, respectively, of contract assets, were related to contracts with Southwest Gas Corporation. Southwest Gas Corporation receivables sold through the Securitization Facility were $4.9 million as of June 29, 2025, andno Southwest Gas Corporation receivables were sold as of December 29, 2024. Refer to “Note 6 — Accounts Receivable Securitization Facility” for additional details about the Securitization Facility. There wereno significant related party contract liabilities as of June 29, 2025 or December 29, 2024 with Southwest Gas Corporation.

Additionally, certain costs incurred by Southwest Gas Holdings have been allocated to Centuri, which are settled in cash during the normal course of operations. The Company recorded de minimis allocated costs for the fiscal three and six months ended June 29, 2025, and $0.1 million and $0.5 million for the fiscal three and six months ended June 30, 2024, respectively. These costs are recorded within selling, general and administrative expenses on the Company’s condensed consolidated statements of operations.

In connection with the Separation and the Centuri IPO, Holdings entered into several agreements with Southwest Gas Holdings on April 11, 2024, governing the relationship of the two parties following the Separation and Centuri IPO. These agreements are summarized below.

•Separation Agreement: Sets forth the agreements with Southwest Gas Holdings regarding the principal actions to be taken in connection with the Separation and govern, among other matters, (1) the allocation of assets and liabilities to Centuri and Southwest Gas Holdings (including Centuri’s indemnification obligations, for potentially uncapped amounts, for certain liabilities relating to Centuri’s business activities), (2) certain matters with respect to the Centuri IPO and subsequent disposition transactions by Southwest Gas Holdings, and (3) certain covenants regarding Southwest Gas Holdings’ right to designate members to Centuri’s Board, approve certain Company actions, and receive information and access rights.

•Tax Matters Agreement: Sets forth responsibilities and obligations with respect to all tax matters, including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to Holdings’ business and taxes arising, under certain circumstances, in connection with the Separation and a distribution to Southwest Gas Holdings stockholders that is currently intended to be tax-free to Southwest Gas Holdings and its stockholders, if effected), tax attributes, tax contests and tax returns (including Centuri’s inclusion in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with Southwest Gas Holdings for applicable tax periods following the Separation, and Centuri’s continuing joint and several liability with Southwest Gas Holdings for such tax returns). As of June 29, 2025, Southwest Gas Holdings owed the Company $1.0 million and as of December 29, 2024, $0.6 million was due to Southwest Gas Holdings related to income taxes.

•Registration Rights Agreement: Grants to Southwest Gas Holdings certain registration rights with respect to the shares of Centuri common stock owned by Southwest Gas Holdings following the Centuri IPO.

On February 24, 2025, the Company entered into an Unutilized Tax Assets Settlement Agreement (the “Tax Assets Agreement”) with Southwest Gas Holdings. The Tax Assets Agreement addresses the Company’s arrangements with Southwest Gas Holdings with respect to certain unutilized tax assets (the “Tax Assets”) that the Company has retained following deconsolidation from Southwest Gas Holdings for purposes of U.S. federal and relevant state income tax laws. Under the terms of the Tax Assets Agreement, the balance of the Tax Assets at tax deconsolidation, subject to true-up, and including the impact of any payments or deemed payments made by Southwest Gas Holdings in respect of the Tax Assets are treated as deemed capital contributions and recorded within additional paid in capital, which results in an increase in Southwest Gas Holdings’ basis in its ownership of the Company’s common stock. The deemed capital contributions do not require any cash payment from the Company and have no impact on the Company’s liquidity or financial condition. As discussed in “Note 11 — Income Taxes,” deconsolidation for federal income tax purposes occurred in May 2025. Deconsolidation for state law purposes occurs at various points depending on the relevant tax law of each state. At the time Southwest Gas Holdings ceases to own at least 50% of the Company's outstanding common stock, the Company will cease to be consolidated with Southwest Gas Holdings for tax purposes entirely.

In November 2021, certain members of Riggs Distler management acquired a 1.42%interest in the parent company of Riggs Distler, Drum Parent LLC (“Drum”). A portion of the redeemable noncontrolling interest acquired was funded through promissory notes made to noncontrolling interest holders bearing interest at the prime rate plus 2%. The promissory notes were payable by the noncontrolling interest holders upon certain triggering events, including, but not limited to, termination of employment or the redemption of any interest under the agreement. Subsequent to certain redemption transactions in fiscal year 2024, the remaining noncontrolling interest in Drum outstanding as of June 29, 2025, was 0.80%.

14. Commitments and Contingencies

Legal Proceedings

The Company is a named party in various legal proceedings arising from the normal course of business. Although the ultimate outcomes of active matters are currently unknown, the Company does not believe any liabilities resulting from these known matters will have a material effect on its financial position, results of operations or cash flows, unless otherwise stated below.

NPL Construction Co. (“NPL”), a subsidiary of the Operating Company, is currently pursuing a contract claim for damages against the City of Chicago and related parties (collectively, the “City”), arising out of work that NPL performed for the City. NPL initiated this dispute through the City’s required administrative process on August 26, 2019. In response to NPL’s claim, the City has taken the position that it is entitled to withhold payments on amounts NPL believes it is owed for work already completed, claiming that further corrective work by NPL on the project is necessary and that withholding payment is appropriate until remediation is complete. On July 18, 2024, the administrative agency issued a decision denying NPL’s claim for damages. The Company disagrees with the decision of the administrative agency, and NPL filed a petition seeking a review of the administrative agency’s decision by the Circuit Court of Cook County Illinois on

November 8, 2024. The Company intends to vigorously pursue this matter; however, the Company cannot accurately predict the ultimate outcome. The Company may be entitled to additional revenue if all of its claims for relief are awarded in the Company’s favor. However, to the extent the Company is not successful in collecting the withheld receivables, this matter could result in an additional significant loss, which is not currently estimable due to uncertainties with respect to the proceedings. The Company can provide no assurance as to whether or when there will be material developments in this matter. The Company has not accrued any reserves for this matter to date.

The Company maintains liability insurance for various risks associated with its operations. In connection with its liability insurance policies, the Company is responsible for an initial deductible or self-insured retention amount per occurrence, after which the insurance carriers would be responsible for amounts up to the policy limits.

Employment Agreements

The Company has employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain severance clauses that become effective upon a change in control of the Company. Upon the occurrence of certain defined events in the various employment agreements, the Company would be obligated to pay varying amounts to the related employees, which vary with the level of the employees’ respective responsibilities.

Concentration of Credit Risk

The Company provides full-service utility infrastructure services to various customers, primarily utility companies that are located throughout the U.S. and Canada. The Company is subject to concentrations of credit risk related primarily to its revenue and accounts receivable and contract asset positions with customers, which is defined as greater than or equal to 10% of the Company’s consolidated balances. No customers accounted for more than 10% of revenue during the fiscal three or six months ended June 29, 2025 or June 30, 2024. As of June 29, 2025 and December 29, 2024, one Non-Union Electric segment customer had a combined accounts receivable and contract asset balance above 10% of the consolidated accounts receivable and contract assets balance, which was $78.1 million and $52.5 million, respectively, or approximately 14% and 10%, respectively, of the consolidated balance of these accounts.

The Company primarily usestwo financial banking institutions. The Company’s cash on deposit with these financial institutions exceeded the federal insurability limits as of June 29, 2025. The Company believes its cash and cash equivalents are managed by high credit quality financial institutions.

Bonds and Parent Guarantees

Many customers, particularly in connection with new construction, require the Company to post performance and payment bonds. These bonds provide a guarantee that the Company will perform under the terms of a contract and pay its subcontractors and vendors. In certain circumstances, the customer may demand that the surety make payments under the bond, and the Company must reimburse the surety for any expenses or outlays it incurs. The Company may also be required to post letters of credit as collateral in favor of the sureties, which would reduce the borrowing availability under its revolving credit facility. As of June 29, 2025, the Company was not aware of any outstanding material obligations for payments related to these bond obligations.

Performance bonds expire at various times ranging from mechanical completion of a project to a period extending beyond contract completion in certain circumstances, and therefore a determination of maximum potential amounts outstanding requires certain estimates and assumptions. Such amounts can also fluctuate from period to period based upon the mix and level of the Company’s bonded operating activity. As of June 29, 2025, the estimated total amount of outstanding performance and payment bonds was approximately $652.0 million. The Company’s estimated maximum exposure related to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each commitment under a performance bond generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $123.1 million as of June 29, 2025.

Additionally, from time to time, the Company guarantees certain obligations and liabilities of its subsidiaries that may arise in connection with, among other things, contracts with customers, and equipment and real estate lease obligations. These guarantees may cover all of the subsidiary’s unperformed, undischarged and unreleased obligations and liabilities under or in connection with the relevant agreement. The Company is not aware of any claims under any guarantees that are material. The responsibility under a guarantee could exceed the amount recoverable from the subsidiary alone and could materially and adversely affect the Company’s consolidated financial condition, results of operations and cash flows.

15. Stock-based Compensation

The Company maintains a stock-based compensation plan, which authorizes the granting of various equity-based incentives, including restricted stock units (“RSUs”) and performance stock units (“PSUs”). Stock compensation expense is amortized on a straight line basis over the service period, which is generally the vesting period. The fair value of the Company’s RSU and PSU awards is measured at the market price of the Company’s common stock on the grant date. PSUs are earned based on the achievement of certain performance metrics in relation to a set target, and stock compensation expense may fluctuate based on the forecasted achievement prior to vesting or actual achievement of these target metrics upon vesting.

RSU grants to employees generally vest ratably on an annual basis over athree-year period following the grant date, although some awards may vest ratably on an annual basis overtwo years or cliff vest at the end of a shorter time period. RSU grants to non-employee directors typically vest at the end of aone-year period. PSU grants generally cliff vest at the end of athree-year period following the grant date. Forfeitures are recorded as they occur.

Stock compensation expense totaled approximately $2.2 million and $0.1 million for the three month periods ended June 29, 2025 and June 30, 2024, respectively, and totaled approximately $3.8 million and ($0.5) million for the six month periods ended June 29, 2025 and June 30, 2024, respectively.

The table below summarizes activity related to the Company’s stock-based compensation plans during the first two fiscal quarters of 2025. This table excludes shares of Southwest Gas Holdings stock that were granted to certain employees of the Company prior to the Centuri IPO. The fair value of these outstanding Southwest Gas Holdings shares was not material as of June 29, 2025 or December 29, 2024.

As of June 29, 2025, total unearned compensation related to Centuri stock RSUs and PSUs was approximately $12.8 million and $1.8 million, respectively, and these amounts are expected to be recognized over a weighted average period of approximately 2.1 years and 2.7 years, respectively.

16. Subsequent Events

As disclosed in the Company’s Form 8-K filed on July 14, 2025, on July 9, 2025, the Company entered into the sixth amendment to its amended and restated credit agreement (as amended, the "Credit Agreement").

The Credit Agreement was amended to, among other things, (a) join Centuri Holdings as a borrower; (b) update the change in control provision to permit Southwest Gas Holdings to dispose of its ownership in the Company’s common stock below 51% without triggering an event of default under the Credit Agreement; (c) refinance and replace in full the existing term loan facility with an $800 million term loan facility with a maturity date of July 9, 2032, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans; (d) increase the maximum principal amount of the senior secured revolving credit facility from $400 million to $450 million; (e) extend the maturity date of the senior secured revolving credit facility from August 27, 2026 to July 9, 2030; (f) make certain adjustments to pricing, including decreasing the interest rate margin applicable to term loans by 0.25% to 2.25% for SOFR Loans (as defined in the Credit Agreement) and 1.25% for Base Rate Loans (as defined in the Credit Agreement); and (g) modify certain covenants.

Pursuant to the amendment, the Company is required to maintain a leverage ratio, on a rolling twelve-month basis, of 4.50 to 1.00 for any future quarter ending prior to September 30, 2026, and 4.00 to 1.00 for any quarter ending on or after September 30, 2026. Under the amended terms of the Credit Agreement, the Company is also required to maintain, on a rolling four-quarter basis, an interest coverage ratio of greater than a minimum of 2.50 to 1.00.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OBBBA”) that includes tax reform provisions. The Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements.