Centuri Announces Pricing of Secondary Public Offering of Common Stock

PHOENIX--(BUSINESS WIRE)--Centuri Holdings, Inc. (NYSE: CTRI) (“Centuri” or the “Company”) today announced the pricing of an underwritten secondary public offering of 15,000,000 shares of Centuri’s common stock by Southwest Gas Holdings, Inc. (“Southwest Gas”) as selling stockholder (the “Offering”). Southwest Gas has also granted the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of Centuri’s common stock. The Offering is expected to close on August 11, 2025, subject to customary closing conditions.

In addition to the shares of Centuri’s common stock sold in the Offering, Southwest Gas previously announced that Icahn Partners and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn, will purchase an aggregate of 1,573,500 shares of Centuri’s common stock from Southwest Gas in a concurrent private placement at a price per share equal to the Offering price per share. The concurrent private placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The sale of these shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the Offering is not conditioned upon the closing of the concurrent private placement.

Centuri is not selling any shares of common stock in the Offering or the concurrent private placement and will not receive any proceeds from the sale of the shares being offered by Southwest Gas.

J.P. Morgan, Wells Fargo Securities, BofA Securities and Moelis & Company are acting as joint lead book-running managers for the Offering. Baird, BTIG, KeyBanc Capital Markets, MUFG and UBS Investment Bank are acting as book-running managers for the Offering. Siebert Williams Shank is acting as co-manager for the Offering.

A registration statement on Form S-3 relating to the securities being sold in the Offering has been filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at www.sec.gov. The Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained, when available, by request from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [e-mail] and [e-mail]; Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to [e-mail]; BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, or by email at [e-mail]; or Moelis & Company LLC, Attention: Moelis & Company LLC, 399 Park Avenue, 4th Floor, New York, New York 10022 at [phone].

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

About Centuri

Centuri Holdings, Inc. is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can often be identified by the use of words such as “will,” “predict,” “continue,” “forecast,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “may” and “assume,” as well as variations of such words and similar expressions referring to the future. The specific forward-looking statements made herein include (without limitation) statements regarding expectations with respect to the closing of the Offering and the concurrent private placement and whether the underwriters will exercise their option to purchase additional shares. A number of important factors affecting the business and financial results of Centuri could cause actual results to differ materially from those stated in any forward-looking statements. These factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions. Factors that could cause actual results to differ also include (without limitation) those discussed in Centuri’s periodic reports filed from time to time with the SEC, as well as the prospectus supplement relating to the Offering filed with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise. Centuri does not assume any obligation to update any 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.