SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wilcock Jason S.

(Last)

(First)

(Middle)

19820 NORTH 7TH AVENUE

SUITE 120

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Centuri Holdings, Inc. [ CTRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/25/2025		A		20,155		⁽²⁾	⁽²⁾	Common Stock	20,155	$0	50,458.03	D
Performance Stock Units	⁽³⁾	02/25/2025		A		30,233		⁽⁴⁾	⁽⁴⁾	Common Stock	30,233	$0	30,233	D

Explanation of Responses:

1. Represents the grant of restricted stock units ("RSUs") pursuant to the Issuer's Omnibus Incentive Plan (the "Plan"). Each RSU is the economic equivalent of one share of the Issuer's common stock and may be settled by delivery of one share of the Issuer's common stock or, in certain cases as set forth in the applicable RSU award agreement by and between the Issuer and the Reporting Person, may be settled in cash.

2. The RSUs will vest ratably over three years, with one-third of the RSUs to vest on each of the first three anniversaries of the date of grant.

3. Represents the grant of performance stock units ("PSUs") pursuant to the Plan. Each PSU is the economic equivalent of one share of the Issuer's common stock and may be settled by delivery of one share of the Issuer's common stock or, in certain cases as set forth in the applicable PSU award agreement by and between the Issuer and the Reporting Person (the "PSU Award Agreement"), may be settled in cash.

4. The PSUs will be eligible to be earned by the Reporting Person based on the achievement of certain performance metrics, as set forth in the PSU Award Agreement, over a one-year initial performance period from January 1, 2025 to December 31, 2025 and a subsequent two-year performance period from January 1, 2026 to December 31, 2027 (collectively, the "Performance Period"). The number of PSUs indicated reflects the "target" number of PSUs granted to the Reporting Person and the number of PSUs earned could range from 50% to 200% of such target number. Earned shares will vest after the Performance Period.

Remarks:

The Reporting Person's full title is "Chief Legal and Administrative Officer"

	/s/ Jason S. Wilcock	02/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by Officer Wilcock Jason S.