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Centuri Holdings, Inc.

For the period ended Sep 27, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2026 · Filed Nov 5, 2026

CTRI$22.56+10.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Table of Contents

Page
Part I - Financial Information7
Item 1. Financial Statements (Unaudited)7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations31
Item 3. Quantitative and Qualitative Disclosures About Market Risk43
Item 4. Controls and Procedures44
Part II - Other Information45
Item 1. Legal Proceedings45
Item 1A. Risk Factors45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds45
Item 3. Defaults Upon Senior Securities45
Item 4. Mine Safety Disclosures45
Item 5. Other Information45
Item 6. Exhibits46
Signatures47

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation and the economy, generally. Terminology such as “believe,” “anticipate,” “will,” “should,” “could,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast,” “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Specific forward-looking statements in this Quarterly Report on Form 10-Q include:

Our belief that our cash and cash equivalents are managed by high credit quality financial institutions;

Our belief that our capital resources, including existing cash balances, together with our operating cash flows and borrowings under our credit facilities, are sufficient to meet our financial obligations for the next 12 months and the foreseeable future;

Our belief that the trends listed in “Factors Affecting our Results of Operations” represent a significant challenge for utilities, but also an opportunity for outsourced utility infrastructure services companies to build and maintain more efficient, sustainable infrastructure that can meet the energy needs of future generations;

Our belief that we have taken steps to secure delivery of a sufficient amount of equipment and do not anticipate any significant disruptions with respect to our fleet in the near-term;

Our belief that we are well-positioned to serve the increased demand resulting from system integrity management programs to enhance safety pursuant to federal and state mandates;

Our belief that we are well-positioned to support growing customer attention in achieving environmental objectives through infrastructure construction and maintenance;

Our belief that customer investment in data center-related infrastructure intended to support the related increasing power demands represents a growing opportunity, and that our ability to capitalize on these opportunities will depend in part on the pace of permitting and regulatory approval of customer projects;

Our belief, with respect to our agreements with Southwest Gas Holdings, Inc., that our ongoing obligations are not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows;

Our expectation that future purchase accounting adjustments related to the Connect acquisition will not be material;

Our belief that liabilities resulting from known legal proceedings will not have a material effect on our financial position, results of operations or cash flows, except as otherwise discussed in Note 15 — Commitments and Contingencies;

Our expectation that we will continue to incur capital expenditures to meet anticipated needs for our services;

Our belief that the responsibility under a guarantee could exceed the amount recoverable from the subsidiary alone and could materially and adversely affect our consolidated financial condition, results of operations and cash flows;

Our belief that the timing of the recognition of remaining performance obligations of fixed-price contracts 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;

Our belief that fuel, labor and material costs could rise in the future resulting in a negative effect on our results of operations or that fluctuations in the price or availability of materials and equipment could impact costs to complete projects or result in the postponement of projects;

Our belief that rising interest rates on our variable-rate debt could have a negative effect on our business, financial condition and results of operations; and

Our belief that projects included in backlog can be subject to delays or cancellation as a result of regulatory requirements, adverse weather conditions, customer requirements and other factors that could cause actual revenue to differ significantly from the estimates, or cause revenue to be realized in periods other than originally expected.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ materially as a result of a number of factors, including, among other things:

Customer project scheduling and duration;

Weather, including the occurrence of major storms, and general economic conditions;

Results of bid work, differences between actual and anticipated outcomes of bid or other fixed-price construction agreements;

Outcomes from contract and change order negotiations;

Our ability to successfully procure new work and impacts from work awarded or failing to be awarded work from significant customers, the mix of work awarded, and the amount of work awarded to us following work stoppages or reduction;

The results of productivity inefficiencies from regulatory requirements, customer supply chain challenges, or otherwise, delays in commissioning individual projects, the ability of management to successfully finance, close on and assimilate any acquired businesses, and changes in our mix of customers, projects, contracts and business;

Regional, national or general economic conditions and demand for our services;

Price, volatility, and expectations of future prices of natural gas and electricity;

Increases in the costs to perform services caused by changing conditions;

The termination, or expiration of existing agreements or contracts;

Decisions of our customers as to whether to pursue capital projects due to economic impacts resulting from a pandemic or otherwise;

The budgetary spending patterns of customers;

Inflation and other increases in construction costs that we may be unable to pass through to our customers;

Cost or schedule overruns on fixed-price contracts;

Availability of qualified labor for specific projects;

The need and availability of letters of credit, payment and performance bonds, or other security;

Costs we incur to support growth, whether organic or through acquisitions;

The timing and volume of work under contract;

Losses experienced in our operations;

The results of the review of prior period accounting on certain projects and the impact of adjustments to accounting estimates;

Developments in governmental investigations or inquiries;

Intense competition in the industries in which we operate;

Existing or future litigation or regulatory proceedings, dispute resolution proceedings or claims, including claims for additional costs;

Failure of our partners, suppliers or subcontractors to perform their obligations;

Cybersecurity breaches;

Failure to maintain safe worksites;

Risks or uncertainties associated with events outside of our control, including severe weather conditions, public health crises and pandemics, political crises or other catastrophic events, such as the conflicts in the Middle East, including the conflict between the United States and Iran, and the ongoing war in Ukraine;

The impact of changes to federal policies, including those with respect to taxes, trade policies and tariffs, that affect U.S. relations with the rest of the world;

Adverse developments affecting specific financial institutions or the broader financial services industry, including liquidity shortages or bank failures;

Client delays or defaults in making payments;

The cost and availability of credit and restrictions imposed by our debt agreements;

The impact of credit rating actions and conditions in the capital markets on financing costs;

Changes in construction expenditures and financing;

Levels of or changes in operations and maintenance expenses;

Our ability to continue to remain within the ratios and other limits in our debt covenants;

Failure to implement strategic and operational initiatives;

Risks or uncertainties associated with acquisitions, dispositions and investments;

Possible information technology interruptions or inability to protect intellectual property;

Our failure, or the failure of our agents or partners, to comply with laws;

Our ability to secure appropriate insurance, licenses or permits;

New or changing legal requirements, including those relating to environmental, health, licensing and safety matters;

The loss of one or more clients that account for a significant portion of our revenue; and

Asset impairments.

Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the risks and uncertainties detailed from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. Except to the extent required by applicable law, Centuri does not assume any obligation to update or revise the forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise. You are cautioned not to place undue reliance on these forward-looking statements.

Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.