CTRI · Centuri Holdings, Inc.

Represents the grant of RSUs pursuant to the Plan on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan of Centuri Holdings, Inc. (the "Issuer") on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

Represents the grant of RSUs pursuant to the Plan on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

Represents the grant of RSUs pursuant to the Plan on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

(2) Represents the grant of RSUs pursuant to the Plan on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan of Centuri Holdings, Inc. (the "Issuer") on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

Represents the grant of RSUs pursuant to the Plan on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

Represents the grant of RSUs pursuant to the Plan on May 19, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and will be settled by delivery of one share of the Issuer's common stock.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

On April 16, 2025, the Reporting Person was granted 7,338 restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer"), which vested in full on May 18, 2026 (the "2025 RSU Grant"). Each RSU subject to the 2025 RSU Grant is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the 2025 RSU Grant.

Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

The reported transaction involved the reporting person's receipt of the 2025 Earned RSUs. The reporting person previously reported the 2025 Performance Award in Table II of Form 4. As of the date of this Form 4, the 2025 Performance Award may be settled only by delivery of a number of shares of the Issuer's common stock equal to the number of 2025 Earned RSUs plus any additional RSUs subject to the 2025 Performance Award that are earned based on the level of achievement of the performance goals for the Second Performance Period.

On February 25, 2025, the reporting person was granted a total of 89,720 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 31,417 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer") on February 17, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant 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.

The reporting person has reported prior grants of RSUs in Table II of Form 4. The total reported in Column 5 of Table I includes the 2026 RSU Grant, 30,673 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 32,583 shares of common stock. As of the date of this Form 4, the Previous RSU Grants may be settled only by delivery of an equal number of shares of the Issuer's common stock.

On February 25, 2025, the reporting person was granted a total of 30,233 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 10,586 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

On February 25, 2025, the reporting person was granted a total of 89,720 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 31,417 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

The reported transaction involved the reporting person's receipt of the 2025 Earned RSUs. The reporting person previously reported the 2025 Performance Award in Table II of Form 4. As of the date of this Form 4, the 2025 Performance Award may be settled only by delivery of a number of shares of the Issuer's common stock equal to the number of 2025 Earned RSUs plus any additional RSUs subject to the 2025 Performance Award that are earned based on the level of achievement of the performance goals for the Second Performance Period.

On February 25, 2025, the reporting person was granted a total of 6,245 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 2,186 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

On February 25, 2025, the reporting person was granted a total of 46,009 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 16,111 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

The reported transaction involved the reporting person's receipt of the 2025 Earned RSUs. The reporting person previously reported the 2025 Performance Award in Table II of Form 4. As of the date of this Form 4, the 2025 Performance Award may be settled only by delivery of a number of shares of the Issuer's common stock equal to the number of 2025 Earned RSUs plus any additional RSUs subject to the 2025 Performance Award that are earned based on the level of achievement of the performance goals for the Second Performance Period.

On February 25, 2025, the reporting person was granted a total of 46,009 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 16,111 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer") on February 17, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant 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.

The reporting person has reported prior grants of RSUs in Table II of Form 4. The total reported in Column 5 of Table I includes the 2026 RSU Grant, 11,405 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 3,717 shares of common stock. As of the date of this Form 4, the Previous RSU Grants may be settled only by delivery of an equal number of shares of the Issuer's common stock.

The reported transaction involved the reporting person's receipt of the 2025 Earned RSUs. The reporting person previously reported the 2025 Performance Award in Table II of Form 4. As of the date of this Form 4, the 2025 Performance Award may be settled only by delivery of a number of shares of the Issuer's common stock equal to the number of 2025 Earned RSUs plus any additional RSUs subject to the 2025 Performance Award that are earned based on the level of achievement of the performance goals for the Second Performance Period.

On February 25, 2025, the reporting person was granted a total of 30,233 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 10,586 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer") on February 17, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant 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.

The reporting person has reported prior grants of RSUs in Table II of Form 4. The total reported in Column 5 of Table I includes the 2026 RSU Grant, 20,155 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 26,524 shares of common stock. As of the date of this Form 4, the Previous RSU Grants may be settled only by delivery of an equal number of shares of the Issuer's common stock.

Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer") on February 17, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant 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.

The reporting person has reported prior grants of RSUs in Table II of Form 4. The total reported in Column 5 of Table I includes the 2026 RSU Grant, 103,608 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 22,089 shares of common stock. As of the date of this Form 4, the Previous RSU Grants may be settled only by delivery of an equal number of shares of the Issuer's common stock.

On February 25, 2025, the reporting person was granted a total of 6,245 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").

On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 2,186 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.

Each performance stock unit ("PSU") is the economic equivalent of one share of the Issuer's common stock.

On February 25, 2025, the Reporting Person was granted 17,687 PSUs, which were eligible to be earned by the Reporting Person based on the achievement of certain performance metrics, as set forth in the applicable PSU award agreement by and between the Issuer and the Reporting Person, 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"). Earned shares would have vested after the Performance Period. A total of 17,687 PSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.

Each restricted stock unit ("RSU") is the economic equivalent of one share of the Centuri Holdings, Inc.'s (the "Issuer") common stock.

On February 25, 2025, the Reporting Person was granted 11,791 RSUs, which were to 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. A total of 11,791 RSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.

Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of RSUs. This is not an open market sale of securities.

Each restricted stock unit ("RSU") is the economic equivalent of one share of the Centuri Holdings, Inc.'s (the "Issuer") common stock.

Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.

Each restricted stock unit ("RSU") is the economic equivalent of one share of the Centuri Holdings, Inc.'s (the "Issuer") common stock.

Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.

On July 30, 2024, the Reporting Person was granted 19,011 RSUs, which vested in full on January 30, 2026.

Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units on December 3, 2025. The sale was to satisfy tax withholding obligations to be funded by a 'sell to cover' transaction and does not represent a discretionary transaction by the Reporting Person.

Each restricted stock unit (RSU) is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.

Each restricted stock unit (RSU) is the economic equivalent of one share of the Issuer's common stock. Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.

On December 3, 2024, the Reporting Person was granted 72,992 RSUs, 40% of which vested on December 3, 2025, and 30% of which will vest on each of December 3, 2026 and December 3, 2027, in each case subject to the Reporting Person's continued services through the vesting dates pursuant to that certain offer letter, dated November 4, 2024, by and between the Issuer and the Reporting Person and the applicable award agreement and other terms and conditions set forth therein.

This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master" and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). The shares of the common stock, $0.01 par value per share (the "Shares"), of Centuri Holdings, Inc. (the "Issuer") reported herein were purchased pursuant to the terms of the Common Stock Purchase Agreement, dated as of November 11, 2025, by and among Icahn Partners, Icahn Master and the Issuer.

Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of AEPC Holdings LLC, which is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master.

Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.

Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.

After giving effect to the transactions above, Icahn Partners directly beneficially owns 8,125,680 Shares and Icahn Master directly beneficially owns 6,210,364 Shares.

The reported securities were sold in an underwritten public offering at a price of $19.60 per share of common stock of the Issuer.

The reported securities were sold in an underwritten public offering and concurrent private placement at a price of $19.50 per share of common stock of the Issuer.

The reported securities were sold in a private placement at a price of $20.75 per share of common stock of the Issuer.