Centuri Holdings, Inc.
For the period ended Dec 28, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
CTRI$22.560.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report
(1)The Consolidated Financial Statements of the Company required under this item are included in Item 8 of Part II in this Annual Report on Form 10-K.
(2)All schedules are omitted because the required information is not present, in amounts sufficient to require submission of the schedule, or because the required information is included in the Consolidated Financial Statements of the Company included in Item 8, Part II in this Annual Report on Form 10-K
(3)Exhibits
Exhibit Index
| Exhibit Number · Exhibit Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Form · File Number · Exhibit · Filing Date · Filed or Furnished Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | S-8 | 333-278834 | 4.1 | April 19, 2024 |
| 3.2 | Amended and Restated Bylaws of Centuri Holdings Inc. | S-8 | 333-278834 | 4.2 | April 19, 2024 |
| 4.1 | Description of Capital Stock | 10-K | 001-42022 | 4.1 | February 26, 2025 |
| 10.1^ | Second Amended and Restated Credit Agreement, dated as of August 27, 2021, with Wells Fargo Securities, LLC and BofA Securities, Inc., as joint lead arrangers, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and the other lenders and agents party thereto | S-1 | 333-278178 | 10.5 | March 22, 2024 |
| 10.2^ | Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of November 4, 2022, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.6 | March 22, 2024 |
| 10.3^ | Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of May 31, 2023, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.7 | March 22, 2024 |
| 10.4 | Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of November 13, 2023, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.8 | March 22, 2024 |
| 10.5 | Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of March 22, 2024, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | S-1 | 333-278178 | 10.9 | March 22, 2024 |
| 10.6^ | Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of May 13, 2024, among Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein | 10-Q | 001-42022 | 10.6 | August 06, 2024 |
| Exhibit Number · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith |
| 10.7^ | Amendment No. 6 to Second Amended and Restated Credit Agreement, dated as of July 9, 2025, among Centuri Holdings, Inc., Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein. | 8-K | 001-42022 | 10.1 | July 14, 2025 | |
| 10.8^ | Amendment No. 7 to Second Amended and Restated Credit Agreement, dated as of January 12, 2026, among Centuri Holdings, Inc., Centuri Group, Inc., Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein. | X | ||||
| 10.9 | Amended and Restated Cooperation Agreement, dated as of November 21, 2023, by and among the Icahn Group and Southwest Gas Holdings, Inc. | S-1 | 333-278178 | 10.15 | March 22, 2024 | |
| 10.10^ | Separation Agreement, dated as of April 11, 2024, by and between Southwest Gas Holdings, Inc. and Centuri Holdings, Inc. | 10-K | 001-42022 | 10.8 | February 26, 2025 | |
| 10.11† | Amendment No. 10 Restating the Centuri Group, Inc. Executive Deferred Compensation Plan, amended and restated effective May 6, 2024 | 10-K | 001-42022 | 10.9 | February 26, 2025 | |
| 10.12 | Tax Matters Agreement, dated as of April 11, 2024, by and between Southwest Gas Holdings, Inc. and Centuri Holdings, Inc. | 10-K | 001-42022 | 10.10 | February 26, 2025 | |
| 10.13 | Registration Rights Agreement, dated as of April 11, 2024, by and between Southwest Gas Holdings, Inc. and Centuri Holdings, Inc. | 10-K | 001-42022 | 10.11 | February 26, 2025 | |
| 10.14^ | Registration Rights Letter Agreement, dated as of May 19, 2025, among Centuri Holdings Inc., Icahn Partners LP and Icahn Partners Master Fund LP. | 8-K | 001-42022 | 10.1 | May 22, 2025 | |
| 10.15^ | Registration Rights Letter Agreement, dated as of June 13, 2025, by and among Centuri Holdings Inc., Icahn Partners LP and Icahn Partners Master Fund LP. | 8-K | 001-42022 | 10.1 | June 18, 2025 | |
| 10.16^ | Registration Rights Letter Agreement, dated as of August 6, 2025, by and among Centuri Holdings Inc., Icahn Partners LP and Icahn Partners Master Fund LP. | 8-K | 001-42022 | 10.1 | August 11, 2025 | |
| 10.17^ | Registration Rights Letter Agreement, dated as of November 11, 2025, by and among Centuri Holdings, Inc., Icahn Partners LP and Icahn Partners Master Fund LP. | 8-K | 333-278178 | 10.2 | November 14, 2025 | |
| 10.18 | Common Stock Purchase Agreement, dated as of April 5, 2024, by and among Centuri Holdings, Inc., Icahn Partners LP and Icahn Partners Master Fund LP | S-1/A | 333-278178 | 10.18 | April 08, 2024 | |
| 10.19^ | Common Stock Purchase Agreement, dated as of November 11, 2025, by and among Centuri Holdings, Inc., Icahn Partners LP and Icahn Partners Master Fund LP. | 8-K | 333-278178 | 10.1 | November 14, 2025 | |
| 10.20 | Receivables Purchase Agreement, dated as of September 20, 2024, among Centuri Special Purpose Entity, LLC, as seller, Centuri Group, Inc., as servicer, the persons from time to time party thereto, as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent. | 8-K | 001-42022 | 10.1 | September 25, 2024 | |
| Exhibit Number · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith |
| 10.21 | Sale and Contribution Agreement, dated as of September 20, 2024, among Centuri Group, Inc., as servicer, the originators from time to time party thereto, as sellers and contributors, and Centuri Special Purpose Entity, LLC, as buyer. | 8-K | 001-42022 | 10.2 | September 25, 2024 | |
| 10.22 | Performance Guaranty, dated as of September 20, 2024, by Centuri Group, Inc., as performance guarantor, in favor of PNC Bank, National Association, as administrative agent. | 8-K | 001-42022 | 10.3 | September 25, 2024 | |
| 10.23 | Form of Indemnification Agreement for Centuri Holdings, Inc. Directors and Officers | S-1 | 333-278178 | 10.10 | March 22, 2024 | |
| 10.24 | Unutilized Tax Assets Settlement Agreement, dated as of February 24, 2025, by and among Southwest Gas Holdings, Inc, Centuri Holdings, Inc. and Centuri Group, Inc. | 10-K | 001-42022 | 10.17 | February 26, 2025 | |
| 10.25† | Executive Offer Letter with Christian Brown, dated November 2, 2024 | 8-K | 001-42022 | 10.1 | November 05, 2024 | |
| 10.26† | Employment Agreement with Gregory A. Izenstark, dated January 2, 2019 (as amended on September 27, 2021 and February 22, 2024) | S-1 | 333-278178 | 10.12 | March 22, 2024 | |
| 10.27† | Employment Agreement with James W. Connell, Jr., dated March 20, 2017 (as amended on December 10, 2018 and July 3, 2023) | S-1 | 333-278178 | 10.13 | March 22, 2024 | |
| 10.28† | Employment Agreement with Jason S. Wilcock, dated August 1, 2018 (as amended on July 3, 2023) | S-1 | 333-278178 | 10.14 | March 22, 2024 | |
| 10.29† | Centuri Holdings, Inc. Omnibus Incentive Plan | 10-K | 001-42022 | 10.22 | February 26, 2025 | |
| 10.30† | Form of Centuri Holdings, Inc. Long-Term Incentive Cash Award Agreement | 10-K | 001-42022 | 10.23 | February 26, 2025 | |
| 10.31† | Centuri Group 2023 Long-Term Incentive Cash Award Agreement with Gregory A. Izenstark, dated as of May 1, 2023 | S-1 | 333-278178 | 10.17 | March 22, 2024 | |
| 10.32† | Centuri Group Award Agreement with Gregory A. Izenstark Under the Centuri Group, Inc. Executive Deferred Compensation Plan and the Centuri Group, Inc. Long-Term Incentive Plan, dated as of August 4, 2022 | S-1 | 333-278178 | 10.18 | March 22, 2024 | |
| 10.33† | Form of Performance Stock Unit Award Agreement under the Centuri Holdings, Inc. Omnibus Incentive Plan | 10-K | 001-42022 | 10.26 | February 26, 2025 | |
| 10.34† | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Centuri Holdings, Inc. Omnibus Incentive Plan | S-1/A | 333-278178 | 10.20 | April 08, 2024 | |
| 10.35† | Form of Restricted Stock Unit Grant Agreement under the Centuri Holdings, Inc. Omnibus Incentive Plan | 10-K | 001-42022 | 10.28 | February 26, 2025 | |
| 10.36 | Director Appointment and Nomination Agreement, dated as of November 10, 2025, by and between the Icahn Group and Centuri Holdings, Inc. | 8-K | 001-42022 | 10.1 | November 12, 2025 | |
| 19.1 | Centuri Holdings, Inc. Insider Trading Policy. | 10-K | 001-42022 | 19.1 | February 26, 2025 | |
| 21.1 | Subsidiaries of Centuri Holdings, Inc. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | X | ||||
| 24.1 | Power of Attorney. | X | ||||
| Exhibit Number | Exhibit Description | Incorporated by Reference | ||||
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | X | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | X | ||||
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer. | X | ||||
| 97.1 | Clawback Policy. | X | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X | ||||
^Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5), 601(a)(6), 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish a copy of any omitted schedule to the Commission upon its request.
†Indicates management contract or compensatory plan.
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