ctri-20260406




UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )



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Filed by a Party other than the Registrant			o

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o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Under Rule 14a-12

Centuri Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(i)(1) and 0-11.

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			April 6, 2026

Dear Stockholder:

You are cordially invited to the Annual Meeting of Stockholders of Centuri Holdings, Inc. (“we,” “us,” “our,” the “Company” or “Centuri”), scheduled to be held on May 19 at 2:00 p.m. Eastern Time in a completely virtual format at http://www.virtualshareholdermeeting.com/CTRI2026.

On behalf of Centuri’s Board of Directors, we thank you for your support throughout a remarkable year for the Company. We sincerely value your investment in our business and will continue working to deliver value and deepen the trust you have placed in us.

2025 was a pivotal year for Centuri as we realized full separation from our former parent company. Reflecting on the year’s end, we are proud of our achievements, which included record revenue for the year and improved company earnings and balance sheet health, as well as the expansion of our operations through the acquisition of Connect Utility Services in Atlantic Canada.

Now, charting our course as a standalone public company, we are well positioned to capitalize on the strong tailwinds in our sector while staying focused on capital discipline and strong work execution. We are actively mapping a deliberate strategy to achieve profitable growth while delivering enduring value and meeting commitments to all of our stakeholders.

On behalf of Centuri’s Board of Directors and our more than 9,600 employees working across North America, we thank you for your continued investment and trust in Centuri.

Sincerely yours,

Christian I. Brown

President and Chief Executive Officer

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						19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 19, 2026


TIME:		2:00 p.m. Eastern Time

PLACE:		The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Centuri will be held via webcast at http://www.virtualshareholdermeeting.com/CTRI2026.

PROPOSALS:			BOARD RECOMMENDS:
	(1)	The election of each of Christian I. Brown, Dustin DeMaria, Julie A. Dill, Andrew W. Evans, Karen S. Haller, Christopher A. Krummel, Anne L. Mariucci, Steven E. Nielsen and Charles R. Patton to our Board of Directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal;	FOR each director nominee
	(2)	To hold an advisory (non-binding) vote regarding the compensation of our named executives;	FOR
	(3)	To approve the Centuri Employee Stock Purchase Plan;	FOR
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Centuri for the fiscal year ending January 3, 2027 (“fiscal 2026”); and	FOR
	(5)	To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

RECORD DATE:		Holders of Centuri’s common stock (“Common Stock”) of record at the close of business on March 23, 2026 are entitled to vote at the Annual Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS:		On or about April 6, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access both the proxy statement and our annual report. The Notice will also contain instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. The proxy statement and our annual report can be accessed at the following internet address: www.proxyvote.com. All you have to do is enter the control number located in the Notice or on your Proxy Card.

NOTICE REGARDING THE VIRTUAL ANNUAL MEETING		The virtual format of the Annual Meeting ensures that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. For more information about the virtual Annual Meeting, see “General Information” in this Proxy Statement.

PROXY:		It is important that your shares be represented and voted at the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote your shares as promptly as possible, or via the internet or telephone as instructed in the Notice or on your Proxy Card, in order to ensure your representation at the Annual Meeting. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.



HOW TO VOTE
Please review the proxy statement and vote, at your earliest convenience, using any of the following methods:
(			Call the phone number listed on your Proxy Card to vote BY TELEPHONE.
:			Visit the website listed on your Proxy Card to vote ONLINE.
			Sign, date and return your Proxy Card in the provided postage-paid envelope to vote BY MAIL.
I			Access the virtual meeting to vote by ballot. See “How Do I Attend the Annual Meeting?” (page 1) for instructions.

By Order of the Board of Directors,

Jason S. Wilcock

Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary

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	Page		Page
Invitation to 2026 Annual Meeting of Stockholders		How We Determine Amounts Paid for Each Element of Compensation	31

Notice of Annual Meeting of Stockholders		Stockholder Say-on-Pay Advisory Votes	32

Proxy Statement	1	Details of Compensation Program	32

General Information	1	Option Grant Practices	38

Governance of the Company	6	Executive Stock Ownership Requirement	38

Board of Directors	6	Anti-Hedging and Anti-Pledging Policy	38

Board Leadership Structure	6	Clawback Policy	39

Risk Oversight	7	Compensation Committee Report	40

Analysis of Risk in Company Executive Compensation Policies	7	Executive Compensation Tables	41

Cybersecurity Oversight	7	Summary Compensation Table	41

Sustainability	8	Grants of Plan-Based Awards	43

Committees of the Board	8	Outstanding Equity Awards at Fiscal Year-End	44

Selection of Directors	10	Stock Vested During Fiscal Year	44

Board Evaluation and Director Succession Planning	10	Nonqualified Deferred Compensation	45

Stockholder Engagement	11	Potential Payments Upon Termination or Change in Control	45

Director Attendance at Annual Meetings	11	Equity Compensation Plan Information	48

Communications with Directors	11	Pay Ratio Disclosure	49

Executive Officers	11	Pay Versus Performance	50

Securities Ownership by Directors, Director Nominees, Executive Officers, and Certain Beneficial Owners	13	Director Compensation	53

Certain Relationships and Related Person Transactions	14	Director Compensation Table	53

Policies and Procedures with Respect to Related Person Transactions	14	Director Compensation Narrative	53

Related Person Transactions	14	Non-employee Director Stock Ownership Requirement	54

Proposal 1 - Election of Directors	17	Proposal 2 - Advisory Vote to Approve the Company’s Executive Compensation	55

General	17	Proposal 3 - Approval of Centuri Employee Stock Purchase Plan	56

Vote Required	17	Proposal 4 - Selection of Independent Registered Public Accounting Firm	60

Names, Qualifications and Reasons for Selection of Nominees	17	Audit Committee Report	62

Board Skills and Composition Matrix	18	Stockholder Proposals for the Next Annual Meeting	63

Director Nominees Bios	19	Submission of Stockholder Proposals for Inclusion in Next Year’s Annual Meeting Proxy Statement	63

Executive Compensation	28	Other Stockholder Proposals for Presentation at Next Year’s Annual Meeting	63

Compensation Discussion and Analysis	28	Other Matters to Come Before the Meeting	64

Executive Summary	29	Annex A — Centuri Holdings, Inc. Employee Stock Purchase Plan	65

Compensation Program Objectives, Key Considerations and Principles	29	Proxy Card	79

Compensation Program Administration	30

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 19, 2026

GENERAL INFORMATION

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Centuri Holdings, Inc. (“we,” “us,” “our,” the “Company” or “Centuri”) for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held in a completely virtual format on May 19, 2026 at 2:00 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting to be Held on May 19, 2026

Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders of record. We are also sending a paper copy of the proxy materials and Proxy Card to other stockholders of record who have indicated they prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. We intend to commence mailing the Notice or paper copies of this proxy statement and Proxy Card, as applicable, on or about April 6, 2026 to all stockholders entitled to vote at the Annual Meeting.

Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or may request to receive a paper copy of the proxy materials by mail or electronic copy by electronic mail on a one-time or ongoing basis. Instructions on how to request a printed copy by mail or electronically may be found on the Notice.

The Notice will also identify the date, time and location of the Annual Meeting; the matters to be acted upon at the Annual Meeting and the Board’s recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “Annual Report”) and a form of proxy relating to the Annual Meeting; information on how to access and vote the form of proxy; and information on how to obtain instructions to attend the virtual meeting and vote in person at the virtual meeting, should stockholders choose to do so.


What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will be asked to vote on the following matters:

•The election of nine directors of the Company;

•The approval, on a non-binding, advisory basis, of the Company’s executive compensation;

•The approval of the Centuri Employee Stock Purchase Plan;

•The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal 2026; and

•Any other matter that may properly come before the Annual Meeting or any adjournment thereof.


How do I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to submit questions prior to the Annual Meeting and vote online by logging on to www.proxyvote.com using the 16-digit control number found in the proxy materials previously distributed to you. Attendance at the Annual Meeting will be limited to stockholders of the Company as of March 23, 2026, the record date for the Annual Meeting, and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location.

You may attend the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/CTRI2026. You will need your unique control number, which appears in the Notice, the Proxy Card or voting instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.


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Although the meeting webcast will begin at 2:00 p.m. Eastern Time on May 19, 2026, we encourage you to access the meeting site 15 minutes prior to the start time to allow ample time to log into the meeting webcast and test your computer system.

Technical Disruptions. In the event of any technical disruptions or connectivity issues during the course of the Annual Meeting, please allow for some time for the meeting website to refresh automatically, and/or for the meeting operator to provide verbal updates.

Stockholder List. As required by Delaware law, we will make available a list of registered stockholders as of March 23, 2026, the record date of the Annual Meeting, for inspection by stockholders for any purpose germane to the Annual Meeting from May 8, 2026, through May 18, 2026 at our headquarters located at 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027. If you wish to inspect the list, please submit your request, along with proof of your share ownership, by e-mail to investors@centuri.com.


How can I submit questions prior to and during the Annual Meeting?

Prior to the Annual Meeting, you may submit questions pertaining to the business of the meeting by accessing www.proxyvote.com using the 16-digit control number found in the proxy materials distributed to you any time before 11:59 p.m., Eastern Time, on the day before the meeting. During the Annual Meeting, as well as 15 minutes prior to the start time, stockholders will also be able to submit questions through the online platform used for the Annual Meeting at http://www.virtualshareholdermeeting.com/CTRI2026. The Company will respond to germane questions during the meeting and will endeavor to answer as many questions submitted by stockholders as time permits. However, if there are questions pertinent to matters properly before the Annual Meeting that cannot be answered during the meeting due to time constraints, we will post answers to a representative set of such questions at the “Investor Relations” section of the Company’s website at www.centuri.com. The questions and answers will be available as soon as practicable after the Annual Meeting and will remain available until we file our proxy statement for the 2027 Annual Meeting of Stockholders. We reserve the right to edit questions to remove inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response.


Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on March 23, 2026, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting. If you are a stockholder of record on that date, you are entitled to vote all of the shares that you held on that date at the Annual Meeting, or any adjournment or postponement of the Annual Meeting.


How many votes do I have?

You have one vote for each share of Common Stock owned as of the record date for the Annual Meeting.


How do I vote?

If your shares are registered directly in your name, you are the holder of record of those shares and can vote your shares either by proxy, whether or not you attend the virtual Annual Meeting, or by ballot by attending the virtual Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to submit your proxy promptly to ensure that your votes are counted. You may still attend the virtual Annual Meeting and vote by ballot even if you have already submitted a proxy.

Stockholders have a choice of voting online, by telephone, by mail, or at the Annual Meeting:

•If you received a printed copy of the proxy materials, please follow the instructions on your Proxy Card or voter instruction form. Your Proxy Card or voter instruction form provides information on how to vote.

•If you received a Notice of Internet Availability, please follow the instructions on the notice. The Notice of Internet Availability provides information on how to vote.

•If you received an e-mail notification, please click on the link provided in the e-mail notification and follow the instructions on how to vote.

If you hold your shares in a brokerage account or through a bank, trust or other nominee (collectively, a “broker”), you are the beneficial owner of the shares, and the shares are held in “street name.” You will receive instructions from your broker on how to vote your shares. Your broker will allow you to deliver your voting instructions over the internet and may also permit you to


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submit your voting instructions by telephone or by completing, dating and signing the Proxy Card included with your proxy materials if you request a paper copy of them by following the instructions on the notice provided by your broker.


Can I revoke or change my vote?

Yes, a record holder can revoke or change a vote at any time prior to the voting of shares at the Annual Meeting by (a) casting a new vote by telephone or online; (b) sending a new Proxy Card with a later date; (c) sending a written notice of revocation that is received on or prior to May 18, 2026, by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or (d) voting by ballot at the virtual Annual Meeting. If a broker, bank, trustee or other nominee holds your shares, you must contact them in order to find out how to change your vote.


What are the Board’s recommendations?

The Board’s recommendations are set forth within the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

•FOR the election of the slate of directors nominated by the Board (see Proposal 1);

•FOR the approval of the Company’s executive compensation (see Proposal 2);

•FOR the approval of the Centuri Employee Stock Purchase Plan (see Proposal 3); and

•FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026 (see Proposal 4).


How many votes must be present to hold the Annual Meeting?

In order to conduct business at the Annual Meeting, the holders of a majority of the outstanding shares of Common Stock entitled to vote generally for the election of directors must be present at the meeting. Shares are counted as present at the meeting if (i) you are present online and vote at the meeting, or (ii) you have properly and timely submitted your proxy as described above under “How do I attend the Annual Meeting?” This is called a quorum. As of the close of business on March 23, 2026, 100,844,515 shares of Common Stock were outstanding and entitled to vote. Proxies received but marked as abstentions will be included in the calculation of the votes considered to be present at the meeting.


What is a “broker non-vote”?

A “broker non-vote” occurs when a broker lacks discretionary authority to vote on a “non-routine” proposal and a beneficial owner fails to give the broker voting instructions on that matter. The rules of the New York Stock Exchange (“NYSE”) determine whether matters presented at the Annual Meeting are “routine” or “non-routine” in nature. The election of directors is considered a “non-routine” matter. The advisory vote to approve the Company’s executive compensation is considered a “non-routine” matter. Similarly, the vote to approve the Centuri Employee Stock Purchase Plan is considered a “non-routine” matter. Therefore, beneficial owners who hold their shares in street name must provide voting instructions to their brokers in order for their broker to vote their shares on these matters. As a result, if you do not instruct your broker on how to vote your shares, then your shares will not be voted on these proposals. We urge you to instruct your broker about how you wish your shares to be voted. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026 is considered a “routine” matter, and brokers will have discretionary authority to vote on this matter without any instruction from the beneficial owners.


What vote is required to approve each Proposal?

The nine nominees for director who receive the highest number of votes “FOR” their election will be elected as directors. This is called a “plurality vote.” The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the matter at the Annual Meeting will be required to (i) approve, on an advisory basis, the Company’s executive compensation, (ii) approve the Centuri Employee Stock Purchase Plan, and (iii) ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal 2026.


How are my votes counted?

•Election of Directors: You may vote “FOR ALL,” or “WITHHOLD ALL,” or “FOR ALL EXCEPT.” If you mark “FOR ALL,” your votes will be counted for all of the director nominees. Abstentions and any broker non-votes will not be counted as votes cast and will, therefore, have no effect on the election of directors.

•Advisory Vote to Approve Executive Compensation: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the advisory vote to approve the Company’s executive compensation. The result of this vote is non-binding. However,


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the Board will consider the outcome of the vote when making future executive compensation decisions. Abstentions will have the same effect as a vote AGAINST this proposal, and broker non-votes will have no effect on the outcome of this proposal.

•Approval of the Centuri Employee Stock Purchase Plan: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to approval of the Centuri Employee Stock Purchase Plan. Abstentions will have the same effect as a vote AGAINST this proposal, and broker non-votes will have no effect on the outcome of this proposal.

•Ratification of the selection of PricewaterhouseCoopers LLP: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026. Abstentions will have the same effect as a vote AGAINST this proposal, and broker non-votes will have no effect on the outcome of this proposal.

We will appoint an independent inspector of election in advance of the meeting to tabulate votes, to ascertain whether a quorum is present, and to determine the voting results on all matters presented to Company stockholders.


What if I do not vote for any or all of the matters listed on my Proxy Card?

As a stockholder of record, if you return a signed Proxy Card without indicating your vote on any or all of the matters to be considered at the Annual Meeting, your shares will be voted “FOR” the director nominees listed on the Proxy Card, “FOR” the approval of the advisory vote to approve executive compensation, “FOR” the approval of the Centuri Employee Stock Purchase Plan and “FOR” the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026, if you have not voted otherwise on a particular proposal. With respect to any other matter that properly comes before the Annual Meeting, Gregory A. Izenstark and Jason S. Wilcock, the proxies designated by the Board and identified in the accompanying Proxy Card, will vote all proxies granted to them at their discretion.


Are proxy materials available online?

You can obtain complete copies of the Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement and the 2025 Annual Report to Stockholders by logging on to www.proxyvote.com with the 16-digit control number found in the proxy materials previously distributed to you.


What happens if the Annual Meeting is postponed or adjourned?

If the Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted at the Annual Meeting.


Who is soliciting my proxy?

Your proxy is being solicited by the Board, and the Company will bear the entire cost of the proxy solicitation. Arrangements have also been made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to you if your shares are held in “street name.” In addition, our directors, officers or employees may solicit proxies in person or by telephone, e-mail or facsimile. No additional compensation will be paid for such services.


How can I find out the results of the voting at the Annual Meeting?

We will report the voting results in a filing with the SEC on a Current Report on Form 8-K within four business days of the conclusion of the Annual Meeting. If the official results are not available at that time, we intend to file a Form 8-K to publish the preliminary results within four business days after the Annual Meeting and file an additional Form 8-K to publish the final results within four business days after the final results are known to us.


What is “Householding”?

In order to reduce expenses, we are taking advantage of certain SEC rules, commonly known as “householding,” that permit us to deliver, in certain cases, only one Notice, Annual Report, or Proxy Statement, as applicable, to multiple stockholders sharing the same address, unless we have received contrary instructions from one or more of the stockholders. If you received a householded mailing this year and would like to have additional copies of the Notice, the Annual Report, Proxy Statement, or other proxy materials sent to you, please submit your request directed to our Corporate Secretary, Centuri Holdings, Inc., 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027, or by telephone at (623) 582-1235. If you hold your stock in street name, you may revoke your consent to householding at any time by notifying your broker.


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If you are currently a stockholder sharing an address with another of our stockholders and wish to have your future proxy statements and annual reports householded, or your materials are currently householded and you would prefer to receive separate materials in the future, please contact our Corporate Secretary at the above address or telephone number.


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GOVERNANCE OF THE COMPANY


Board of Directors

Under the provisions of the Delaware General Corporation Law and the Company’s bylaws, the Company’s business, property and affairs are managed by or under the direction of the Board. The Board is kept informed of the Company’s business through discussions with the Chief Executive Officer (the “Chief Executive Officer” or the “CEO”) and other officers and by reviewing reports and other materials provided to it by management at the Board and committee meetings.

Director Independence

The Board assesses on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), makes a determination as to which members are independent. The Board determines the independence of our directors by applying the independence principles and standards established by the NYSE and included in the Company’s Corporate Governance Guidelines. The Board determined that directors Dustin DeMaria, Julie A. Dill, Andrew W. Evans, Christopher A. Krummel, Anne L. Mariucci, Steven E. Nielsen and Charles R. Patton have no material relationships with the Company and are independent (the “Independent Directors”).

In making these determinations, the Board reviewed all transactions or relationships with the Company using a definition of “material relationships” that (i) includes the criteria listed in Section 303A of the listing requirements of the NYSE and (ii) includes, on a case-by-case basis, such other criteria that may be deemed to affect a director’s independence, including without limitation, relationships that would require disclosure under Item 404 of Regulation S-K (“Item 404”) of the Securities Exchange Act of 1934 (“Exchange Act”) and non-tariff transactions with the Company in excess of the Item 404 threshold. The definition of “material relationships” for directors on the Audit Committee of the Board (the “Audit Committee”) also includes the criteria listed in Section 10A(m)(3) of the Exchange Act. The definition of “material relationships” for directors serving on the Compensation Committee of the Board (the “Compensation Committee”) also includes the criteria listed in Section 16(b) of the Exchange Act. The independence criteria used are included in the Company’s Corporate Governance Guidelines, which are available on the Company’s website at www.centuri.com. The Board based its independence determination primarily on a review of the responses of the directors and officers to questions regarding employment and compensation history, affiliations and family relationships, discussions with directors, and a review of Company and subsidiary payment histories.

Controlled Company Status

The Company was previously a privately held subsidiary of Southwest Gas Holdings, Inc. (“Southwest Gas Holdings”) and qualified as a “controlled company” as defined under the corporate governance rules of the NYSE, and therefore it took advantage of exemptions from certain corporate governance requirements of the NYSE. Previously, Southwest Gas Holdings’ chief executive officer and director, Ms. Karen Haller, served as the Chair of the Board and a member of its Compensation Committee pursuant to the Company’s exemption from the NYSE requirement that the Board’s compensation committee must be composed of only independent directors. Subsequent to Southwest Gas Holdings’ ownership exit from the Company through a series of transactions that completed on September 5, 2025, the Company became a standalone company that no longer qualified as a “controlled company,” and was required to fully implement the corporate governance requirements of the NYSE within the applicable transition periods. As a result, the Board appointed Mr. Christopher Krummel as the independent Chair of the Board, effective September 15, 2025, replacing Ms. Haller, who has remained a member of the Board. Ms. Haller also resigned from the Board’s Compensation Committee on the same date.

Board Meetings

The Board meets regularly throughout the year and also holds special meetings from time to time. The Board held four regular meetings and five special meetings in 2025. During 2025, each member of the Board attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served.

Pursuant to the Corporate Governance Guidelines, the Company’s non-management directors are expected to meet in executive session at least four times per year, and its independent directors are expected to separately meet in a private session at least once annually. The director who presides at these meetings will be appointed by the non-management and independent directors, respectively.


Board Leadership Structure

The policy of the Board is that the role of Chair should be separate from that of the Chief Executive Officer. The Chair is appointed annually by the full Board following an in-depth assessment by the Nominating and Corporate Governance


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Committee regarding the needs of the Board and potential candidates for the position, and a recommendation to the Board by the Nominating and Corporate Governance Committee. The Board believes that this leadership structure is the appropriate structure for the Company because it aids the Board’s oversight of management. It is the Board’s intention to reappoint Mr. Krummel as Chair, subject to his reelection as a director at the Annual Meeting. As a member of the Board, Mr. Krummel may represent the Board in meetings with various constituencies, including investors. Prior consultation with Company management in these instances helps to ensure consistency and context for Board member communications.

The Board believes the structure described above provides strong leadership for the Board, while positioning the Chief Executive Officer as the leader of the Company for its investors, counterparties, employees and other stakeholders. The Board believes that the current structure helps ensure independent oversight of the Company and allows the Chief Executive Officer to focus his energies on management of the Company.

All members of the Board are independent, with the exception of Ms. Haller and Mr. Christian I. Brown, the Chief Executive Officer. A number of the independent Board members are currently serving or have served as directors or as members of senior management of other public companies and large institutions. The Board believes that the number of independent, experienced directors that make up our Board, along with the oversight of the Board by the non-executive Chair, benefits the Company and its stockholders.

The Board recognizes that in the event that the circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and its stockholders.


Risk Oversight

Our management has day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees oversee those efforts, with particular emphasis on the most significant risks facing the Company. Each committee will report to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities.


Board/Committee			Primary Areas of Risk Oversight
Full Board			Risks associated with the Company’s strategic plan, acquisition and capital allocation program, capital structure, liquidity, organizational structure and other significant risks, and overall risk assessment and risk management policies.
Audit Committee			Risks related to financial controls, legal and compliance risks and major financial, privacy, security (including cybersecurity and data privacy), operational and business continuity risks.
Compensation Committee			Risks associated with compensation policies and practices.
Nominating and Corporate Governance Committee			Risks related to corporate governance and management of the Board.


Analysis of Risk in Company Executive Compensation Policies

Formally on an annual basis, and in its execution and consideration of compensation plans, Company management reviews, analyzes and considers whether the Company’s compensation policies and practices encourage unnecessary or excessive risk taking that is reasonably likely to have a material adverse effect on the Company. One of the primary purposes of this review is to ensure that the Company’s incentive compensation programs do not inappropriately encourage unnecessary or excessive risk taking at any level in the organization that would be reasonably likely to have a material adverse effect on the Company. The Compensation Committee oversees the risk review process. In 2025, management concluded, after discussion with the Compensation Committee, that the Company’s compensation policies and practices do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on the Company.



Cybersecurity Oversight

Cybersecurity risk is overseen by the Board along with subject matter experts within the Company. It is a priority regularly addressed by the Board with the relevant functional leaders of the Company. The Board receives regular cybersecurity briefings from the Company’s Vice President of Information Technology, who has operational oversight over the cybersecurity program. During each of its regularly scheduled committee meetings, the Audit Committee discusses with management and auditors the Company’s guidelines and policies with respect to risk assessment and management, which encompass cybersecurity program areas of emphasis, data privacy and security, business continuity, and operational risks, and provides relevant updates.


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Quarterly, the Vice President of Information Technology provides a formal cybersecurity update to the Company’s Chief Legal & Administrative Officer highlighting relevant key metrics, events, efforts, risks, and risk mitigation activities. The Board receives these updates so that it can ensure the proper oversight and management of the cybersecurity program and awareness of current and emerging cybersecurity threats to the Company.


Sustainability

We advance sustainability by integrating corporate responsibility values into every area of our business, as well as embedding them within our governance structure. Responsibility for sustainability oversight rests with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee receives regular reports from management about sustainability performance and policies, and ensures compliance with applicable laws and regulations. The Nominating and Corporate Governance Committee reports to the Board on the Company’s sustainability initiatives and strategies.

Sustainability is ingrained in our business operations. Our vision for building a sustainable business is guided by six guiding principles: ensure the safety of our employees and communities; maintain high standards for environmental stewardship; foster a positive impact in the communities in which we live and work; contribute to a sustained local economy by creating jobs and growing business; bring our differentiated expertise to every quality project we deliver; and maintain an inclusive, fair, and welcoming work environment. We regularly engage our various stakeholder groups to ensure our business processes align with their most pressing concerns while supporting our core business strategy. We track and measure an established set of sustainability performance metrics to help us understand and report our overarching impact.

An overview of our sustainability efforts and associated metrics can be found in the Company’s sustainability report, which is published annually and available at www.centuri.com/sustainability. The information on our website and sustainability report does not constitute a part of, and is not incorporated by reference into, this Proxy Statement or any other document we file with (or furnish to) the SEC, whether made before or after the date of this Proxy Statement.


Committees of the Board

The standing committees of the Board are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The table below shows the directors who are currently members or chairs of each committee.

Name of Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Dustin DeMaria

✓

Julie A. Dill

Chair

✓

Andrew W. Evans

✓

Chair

Christopher A. Krummel

✓

Anne L. Mariucci

✓

Chair

Charles R. Patton

✓


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Audit Committee Meetings Held in 2025: 9			Separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The committee meets periodically with management to consider, among other things, the adequacy of the Company’s internal control and financial reporting. The committee also discusses these matters with the Company’s independent registered public accounting firm, internal auditors and Company financial personnel. The Board has determined that directors Julie A. Dill, Andrew W. Evans and Christopher A. Krummel each qualifies as an “audit committee financial expert,” as the term is defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.
Compensation Committee Meetings Held in 2025: 4			Responsible for determining Chief Executive Officer compensation and making recommendations to the Board annually on such matters as executive compensation and benefits and director compensation and benefits. The committee’s responsibilities, as outlined in its charter, can be delegated to subcommittees made up of committee members. The committee receives recommendations from management on the amount and form of executive and director compensation, and the committee has the ability to directly employ consultants to assess the executive compensation program and director compensation. The committee is also responsible for the “Compensation Committee Report” and related disclosures contained in this Proxy Statement. Administration of the Company’s clawback policy is the responsibility of the Compensation Committee.
Nominating and Corporate Governance Committee Meetings Held in 2025: 4			Responsible for making recommendations to the Board regarding nominees to be proposed for election as directors; evaluating the Board’s size, composition and classification; developing criteria for the selection of directors; and overseeing our environmental, social and governance (“ESG”) initiatives. The committee will consider director candidates suggested by stockholders. The process for selecting directors is addressed in more detail below under the caption “Selection of Directors.” The committee is responsible for developing and recommending to the Board corporate governance guidelines, reviewing such guidelines annually and implementing and monitoring compliance with the Company’s Code of Business Conduct and Ethics.

The charters for the Audit, Compensation and Nominating and Corporate Governance Committees, the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics that applies to all employees, officers and directors are available on the Company’s website at www.centuri.com. Any amendments to the Company’s Code of Business Conduct and Ethics or waivers of it for our directors and executive officers will be posted on our website at www.centuri.com promptly to the extent required by law. The information on our website is not part of this Proxy Statement and is not incorporated into any of our filings made with the SEC. Print versions of these documents are available to stockholders upon request directed to the Corporate Secretary, Centuri Holdings, Inc., 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027.


Insider Trading Policy

The Board has adopted insider trading policies and procedures governing the purchase, sale and/or any other disposition of the Company’s securities and material non-public information that are reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable NYSE standards. Our Insider Trading Policy applies to the Company’s directors, officers, employees and to their immediate family members, as well as certain of the Company’s contractors and consultants who have access to material nonpublic information. Our Insider Trading Policy has been filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025.


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Selection of Directors

We believe the Board should be comprised of individuals with varied backgrounds, who possess certain core competencies, some of which may include broad experience in business, finance or administration and familiarity with national and international business matters. Additional factors that will be considered in the selection process include the following:

•personal and professional integrity and character;

•prominence and reputation in his or her profession;

•skills, knowledge and expertise (including business or other relevant experience) that in aggregate are useful and appropriate in overseeing and providing strategic direction with respect to our business and serving the long-term interests of our stockholders;

•the capacity and desire to represent the interests of the stockholders as a whole; and

•availability to devote sufficient time to the affairs of the Company.

The Nominating and Corporate Governance Committee takes many factors into consideration as it selects the director nominees for approval by the Board. The Nominating and Corporate Governance Committee does not assign a specific weight to any one factor. The Board Skills and Composition Matrix below enumerates certain qualifications and factors regarding the Board’s nominees.

The Nominating and Corporate Governance Committee has an ongoing program for identifying and evaluating potential director candidates. In the director candidate search process, the Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, and may also engage a professional search firm when appropriate. In addition, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others when seeking director candidates. As candidates are identified, their qualifications are reviewed in light of the selection criteria outlined above. Whether any of such candidates are selected depends upon the current Board composition, the dynamics of the Board and the ongoing requirements of the Company (see “Board Evaluation and Director Succession Planning” below).

In its discretion, the Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders by evaluating the same factors as described above.

In addition to the process described above, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our bylaws and provide certain information required by our bylaws. For a description of the process for nominating directors in accordance with our bylaws, see “Stockholder Proposals for the Next Annual Meeting.”


Board Evaluation and Director Succession Planning

In accordance with the Company’s Corporate Governance Guidelines, the Board and its committees conduct annual self-evaluations of their performance to determine whether they are functioning effectively. The Nominating and Corporate Governance Committee oversees the annual evaluation of the Board’s performance, whereas each committee reports annually to the Board with an assessment of its performance. As part of the Board’s self-evaluation process, the directors consider various topics relating to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee self-evaluation processes are led by their respective committee chairs, as provided in the committee charters. Each committee performance evaluation includes a review of the committee charter to consider the necessity and appropriateness of changes.

We expect that annual evaluations are likely to be a key component of the director nomination process and director succession planning. In planning for succession, the Nominating and Corporate Governance Committee and the Board consider the results of Board evaluations, as well as other appropriate information, including the overall mix of tenure and experience of the Board, the types of skills and experience desirable for future Board members and the needs of the Board and its committees at the time.

Given the importance of recruiting qualified, independent individuals to serve as directors of the Company, the Board believes that it is prudent to conduct a dedicated search for potential director candidates in order to preserve the high quality of the Board and maintain its breadth of experience. Ms. Mariucci is the current chairperson of the Nominating and Corporate Governance Committee, which is responsible to lead the execution of our succession plans over the course of the next several years.


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Stockholder Engagement

The Company believes that maintaining an active dialogue with our stockholders is of utmost importance in delivering sustainable, long-term value for our stockholders. Since the closing of Centuri’s initial public offering on April 22, 2024 (the “Centuri IPO”), the Company’s Investor Relations group has engaged with stockholders on a variety of topics to ensure the Company addresses questions and concerns, seeks input, and provides perspective on the Company’s policies and practices. Feedback gathered from this outreach is regularly reviewed and considered by the Board and is reflected in adjustments and enhancements made to the Company’s policy and practices, particularly with regard to executive compensation and Company subsidiary structure. The Company also frequently participates in industry related investor conferences and engages with wall street research analysts. The Company highly values the time spent with stockholders and actively seeks to increase transparency and to better understand stockholder views on key issues.


Director Attendance at Annual Meetings

We strongly support and encourage each member of the Board to attend our annual meeting of stockholders. We expect all of the nine director nominees to attend the Annual Meeting.


Communications with Directors

Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the Independent Directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary of the Company, Centuri Holdings, Inc., 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027, who will forward such communications to the appropriate party. Such communications may be made confidentially or anonymously. Advertisements, solicitations for business, requests for employment, requests for contributions, or other inappropriate material will not be forwarded to our directors.


Executive Officers

The following table sets forth the name, age, position and period the position was held during the last five years for each of the executive officers as of March 23, 2026. There are no family relationships between the directors and executive officers.


Name	Age	Position	Period Position Held During Last 5 Years
Christian I. Brown	56	President and Chief Executive Officer	December 2024 - Present
Gregory A. Izenstark	46	Executive Vice President, Chief Financial Officer	February 2024 - Present
		Senior Vice President, Interim Chief Financial Officer	November 2023 - February 2024
		Senior Vice President, Chief Accounting Officer	September 2021 - November 2023
		Vice President, Corporate Controller	January 2018 - September 2021
Jason S. Wilcock	48	Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary	July 2023 - Present
		Executive Vice President, General Counsel and Corporate Secretary	August 2018 - July 2023

Christian I. Brown. Mr. Brown has served as our President, Chief Executive Officer and Director since December 2024. His biography is included with those of the rest of our director nominees under the section “Election of Directors” below.

Gregory A. Izenstark. Mr. Izenstark has served as our Executive Vice President and Chief Financial Officer since February 2024. Prior to assuming this role, Mr. Izenstark served as our interim Chief Financial Officer beginning in November 2023. Mr. Izenstark initially joined the Company as the Corporate Controller in July 2014 before assuming the positions of Senior Vice President and Chief Accounting Officer in September 2021. Prior to his tenure at the Company, Mr. Izenstark held the position of Manager of Financial Reporting at CF Industries (NYSE: CF) from October 2008 until August 2013 before being promoted to Director of Financial Reporting, a position that Mr. Izenstark held from August 2013 until July 2014. Mr. Izenstark holds a B.S. in Accounting from Bradley University and an M.B.A. from the Lake Forest Graduate School of Business. Mr. Izenstark is also a licensed Certified Public Accountant.

Jason S. Wilcock. Mr. Wilcock has served as our Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary since July 2023. Prior to that, Mr. Wilcock served as our Executive Vice President, General Counsel and Corporate Secretary since August 2018. Mr. Wilcock joined Centuri in September 2015 as Assistant General Counsel before being promoted to Deputy General Counsel in January 2017. Prior to joining Centuri, Mr. Wilcock held various roles at Southwest Gas Corporation, including Senior Counsel, a position he held from April 2011 to November 2013, and Associate


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General Counsel, a position he held from November 2013 to September 2015. Prior to joining Southwest Gas Corporation in April 2011, Mr. Wilcock practiced law in the private sector in Nevada and Utah beginning in September 2005. Mr. Wilcock holds a B.S. in Accounting from Utah State University and a Juris Doctorate degree from Gonzaga University School of Law.


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Securities Ownership by Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners

Directors, Director Nominees and Named Executive Officers. The following table discloses all Common Stock beneficially owned by the Company’s directors, the nominees for director and the named executive officers (“NEOs”) of the Company, as of March 23, 2026.



Directors, Nominees & Executive Officers	Number of Shares of Common Stock Beneficially Owned(1)	Percent of Outstanding Common Stock

Christian I. Brown(2)	37,167	*
Gregory A. Izenstark	39,940	*
Jason S. Wilcock	31,259	*
James W. Connell Jr.(3)	38,191	*
Dustin DeMaria	—	—
Julie A. Dill	20,242	*
Andrew W. Evans	14,242	*
Karen S. Haller	26,242	*
Christopher A. Krummel	16,742	*
Anne L. Mariucci	85,642	*
Steven E. Nielsen	—	—
Charles R. Patton	25,242	*
All Directors and Officers (12 individuals)	334,909	*

*Represents less than 1% of the issued and outstanding shares of Common Stock as of March 23, 2026. Our shares of Common Stock outstanding at March 23, 2026 were 100,844,515.

(1)Unless otherwise noted, all shares are owned directly, and the owner has the right to vote the shares, except for shares that officers and directors have the right to acquire through any RSUs held as of March 23, 2026, or within 60 days thereafter, as follows: each of Dill, Evans, Haller, Krummel, Mariucci and Patton has the right to acquire 7,338 shares (or 44,028 shares in total) of Common Stock. As of March 23, 2026, no directors or executive officers had any shares pledged as security.

(2)Includes 33 shares of Common Stock held by Mr. Brown's son. Mr. Brown disclaims beneficial ownership of these shares.

(3)Mr. Connell is the Company’s former Executive Vice President, Chief Commercial and Strategy Officer. Mr. Connell resigned from the Company on January 31, 2026.

Beneficial Owners. The following table discloses all Common Stock beneficially owned by anyone that the Company believes beneficially owns more than 5% of the Company’s outstanding shares of Common Stock based solely on the Company’s review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act.


Beneficial Owner	Number of Shares Beneficially Owned	Percent of Outstanding Common Stock as of March 23, 2026
Icahn Enterprises L.P.(1) 19820 North 7th Avenue Suite 120, Phoenix, Arizona 85027	14,336,044	14.2%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, Pennsylvania 19355	7,958,216	7.9%
FMR LLC(3) 245 Summer Street, Boston, Massachusetts 02210	5,049,377	5.0%

(1)According to Schedule 13D filed on November 13, 2025, Icahn Enterprises L.P. and Carl C. Icahn have 14,336,044 shares with sole voting power, no shares with shared voting power, 14,336,044 shares with sole dispositive power, and no shares with shared dispositive power.

(2)According to Amendment No. 1 to Schedule 13G filed on January 30, 2026, The Vanguard Group had no shares with sole voting power, 679,482 shares with shared voting power, no shares with sole dispositive power and 7,958,216 shares with shared dispositive power. On March 26, 2026, The Vanguard Group, Inc. filed Amendment No. 2 to Schedule 13G indicating that, due to an internal realignment and in accordance with SEC Release No. 34-39538, certain subsidiaries or business divisions thereof will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc.. As a result, beneficial ownership will be attributed to certain subsidiaries of The Vanguard Group, Inc. and The Vanguard Group, Inc. no longer has, or is deemed to have, beneficial ownership of such securities.

(3)According to Amendment No. 3 to Schedule 13G filed on November 4, 2025, FMR LLC and Abigail P. Johnson have 5,038,698 shares with sole voting power, no shares with shared voting power, 5,049,376.79 shares with sole dispositive power, and no shares with shared dispositive power.


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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS


Policies and Procedures with Respect to Related Person Transactions

The Company has a written policy detailing the procedures for the review, approval or ratification of any transaction involving more than $120,000 between the Company and any director or officer of the Company, any director nominee, any person who is the beneficial owner of more than 5% of the Common Stock, or any immediate family members of the foregoing (each, a “Related Person”), who had a direct or indirect material interest (the “Related Person Transactions”) in said transaction. In accordance with the written policy and pursuant to the Corporate Governance Guidelines, any potential Related Person Transaction, including transactions that involve less than $120,000, must first be reported to the Chief Legal & Administrative Officer of the Company and reviewed by the Audit Committee. Each of the agreements between us and Southwest Gas Holdings that was entered into prior to the completion of the Centuri IPO was not subject to the terms of such policy. However, to the extent any such transaction is materially amended, then the Audit Committee is required to review and approve such transaction.

The Audit Committee will approve and ratify the Related Person Transaction only if the committee determines that the transaction is not inconsistent with the best interests of the Company and may, in its discretion, impose any conditions it deems appropriate on the Company or the Related Person in connection with the Related Person Transaction.

Each transaction with a related person is unique and must be assessed on a case-by-case basis. In determining whether or not to approve, the Audit Committee considers all of the relevant facts and circumstances available to the committee, including without limitation:

•The Related Person’s interest in the proposed transaction;

•The approximate dollar value of the amount involved in the proposed transaction;

•The approximate dollar value of the amount of the Related Person’s interest in the proposed transaction without regard to the amount of any profit or loss;

•Whether the transaction is proposed to be, or was, undertaken in the ordinary course of business of the Company;

•Whether the transaction is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

•The purpose of, and the potential benefits to the Company from, the transaction;

•The impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; and

•Any other information regarding the transaction or the Related Person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.


Certain Relationships and Related Person Transactions

We describe below transactions and series of similar transactions, since the beginning of our last full fiscal year or currently proposed, to which we were a party or will be a party, in which:

•the amounts involved exceeded or will exceed $120,000; and

•any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party other than compensation arrangements, which are described under “Executive Compensation” and “Director Compensation” below.

Relationship with Southwest Gas Holdings

Relationships with Southwest Gas Holdings and Southwest Gas Corporation

Prior to the completion of the Centuri IPO, through a series of steps, Southwest Gas Holdings transferred to us substantially all of the assets and liabilities of Centuri Group’s business (the “Separation”). Immediately following the completion of the Centuri IPO, Southwest Gas Holdings beneficially owned approximately 81.0% of our outstanding shares of Common Stock. Southwest Gas Holdings fully divested all of its remaining ownership interest in the Company on September 5, 2025, and therefore relinquished all the governance rights originally afforded to it under the Separation Agreement it had with the Company, dated April 11, 2024 (the “Separation Agreement”). We continue to perform various construction services for Southwest Gas Corporation, a wholly owned subsidiary of Southwest Gas Holdings.


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In addition, Ms. Haller, a member of our Board, has an indirect interest in transactions involving Southwest Gas Holdings due to her positions as the President, Chief Executive Officer of Southwest Gas Holdings. Ms. Haller has announced that she will be retiring from her positions as the President and Chief Executive Officer of Southwest Gas Holdings and Chief Executive Officer of Southwest Gas Corporation, effective May 8, 2026, and from her position as director of Southwest Gas Holdings and Southwest Gas Corporation, effective as of the conclusion of Southwest Gas Holdings' annual meeting of stockholders on May 7, 2026, and that she plans to serve as an advisor to Southwest Gas Holdings following her resignation through December 31, 2026.

Approximately $97.6 million of our revenue for the fiscal year ended December 28, 2025 (“fiscal 2025”) was related to contracts with Southwest Gas Corporation. We recognized gross profit related to the Southwest Gas Corporation revenue of $6.6 million in fiscal 2025. Approximately $11.9 million of our accounts receivable, $0.7 million of contract assets and no significant contract liabilities were related to contracts with Southwest Gas Corporation as of December 28, 2025.

Additionally, certain costs incurred by Southwest Gas Holdings have been allocated to us pursuant to the Separation Agreement, which are settled in cash during the normal course of operations. For fiscal 2025, we recorded a de minimis value of such allocated costs.

Tax Matters Agreement

On April 11, 2024, in connection with the Separation and prior to the completion of the Centuri IPO, we entered into a Tax Matters Agreement with Southwest Gas Holdings that governs the parties’ respective rights, responsibilities and obligations in connection with the Separation with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure of a tax-free distribution to Southwest Gas Holdings and its stockholders (the “Distribution”) (and certain related transactions), if effected, to qualify for tax-free treatment for U.S. federal income tax purposes (the “Tax Matters Agreement”).

The Tax Matters Agreement generally requires us to be responsible and to indemnify Southwest Gas Holdings for all taxes relating to the utility infrastructure services business for all periods.

In addition, the Tax Matters Agreement requires us to indemnify Southwest Gas Holdings for any taxes (and certain related losses) resulting from the failure of the Distribution and related transactions to qualify for their intended tax treatment, where such taxes result from breaches of covenants and representations we make in the Tax Matters Agreement or certain prohibited actions we take after the Distribution that give rise to these taxes. Southwest Gas Holdings has the exclusive right to control the conduct of any audit or contest relating to Distribution-related taxes, but we have notification, information and comment rights regarding any such audit or contest to the extent that we could be liable for any resulting taxes under the Tax Matters Agreement.

The Tax Matters Agreement imposes certain restrictions on us and our subsidiaries (including restrictions on share issuances, redemptions, mergers or other business combinations, sales of assets and similar transactions) that are intended to preserve the ability of Southwest Gas Holdings to effectuate the Distribution and related transactions in a tax-free manner. In the event that the Distribution and/or related transactions fail to qualify for their intended tax treatment due to any prohibited action or omission by us, our stockholders or any of our subsidiaries, we would generally be required to indemnify Southwest Gas Holdings for the resulting taxes under the Tax Matters Agreement. For example, if we or our stockholders were to engage in transactions that resulted in a 50% or greater change (by vote or value) in the ownership of our stock during the four-year period beginning on the date that is two years before the date of the Distribution and ending on the date that is two years after the Distribution, the Distribution may be taxable to Southwest Gas Holdings, and we generally would be required to indemnify Southwest Gas Holdings for the tax on such gain and related expenses.

Under the Tax Matters Agreement, the restrictions described in the preceding paragraph generally will apply for two years following the Distribution date, if the Distribution is effected (or, if earlier, the date that Southwest Gas Holdings determines to no longer pursue the Distribution or determines it is no longer possible to implement the Distribution on a basis that is tax-free to Southwest Gas Holdings and its stockholders).

Unutilized Tax Assets Settlement Agreement

On February 24, 2025, we entered into an Unutilized Tax Assets Settlement Agreement with Southwest Gas Holdings (the “Tax Assets Agreement”). The Tax Assets Agreement addresses our arrangements with Southwest Gas Holdings with respect to


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certain unutilized tax assets (the “Tax Assets”) that we have retained following the deconsolidation from Southwest Gas Holdings for purposes of U.S. federal and relevant state income tax laws. Under the terms of the Tax Assets Agreement, the balance of the Tax Assets at tax deconsolidation, subject to true-up, and including the impact of any payments or deemed payments made by Southwest Gas Holdings in respect of the Tax Assets were treated as deemed capital contributions and recorded within additional paid-in capital, which resulted in an increase in Southwest Gas Holdings’ basis in its ownership of our Common Stock. The deemed capital contributions did not require any cash payment from us and had no impact on our liquidity or financial condition. As Southwest Gas Holdings no longer owns shares of our Common Stock, the Company will no longer be included in Southwest Gas Holdings’ U.S. federal and state income tax returns. However, Tax Assets allocated to the Company remain subject to true-up until after Southwest Gas Holdings’ U.S. federal and state tax returns for tax year 2025 are filed, with any changes after deconsolidation impacting the consolidated statements of operations.

Relationship with Entities Affiliated with Carl C. Icahn

Private Placement with the Company

On November 11, 2025, we entered into a common stock purchase agreement (the “Private Placement Agreement”) with Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn (collectively, the “Icahn Investors”), pursuant to which we issued and sold approximately $75 million of shares of our Common Stock (the “Centuri Private Placement Shares”) to the Icahn Investors in a transaction exempt from registration under the Securities Act (the “Centuri Private Placement”) at a price per share and on terms as offered to the public in a concurrent underwriter offering of our Common Stock. The Private Placement Agreement contains customary representations, warranties, covenants, and other obligations of the parties. The representations, warranties and covenants contained in the Private Placement Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Registration Rights

In connection with the Centuri Private Placement and certain other private placements by Southwest Gas Holdings (collectively, the “Private Placements”) of shares of our Common Stock (such shares of Common Stock, together with the Centuri Private Placement Shares, the “Private Placement Shares”) to the Icahn Investors in transactions exempt from registration under the Securities Act, we granted the Icahn Investors certain resale registration rights with respect to the Private Placement Shares, as set forth in three separate Registration Rights Letter Agreements by and among the Company and the Icahn Investors (collectively, the “Icahn Registration Rights Agreements”). Pursuant to the Icahn Registration Rights Agreements, subject to certain circumstances, the Company agreed to register the resale of the Private Placement Shares no later than the 181st day following the date of closing of each Private Placement. The Icahn Investors will be permitted to make sales of Common Stock from time to time under a resale registration statement but do not have rights to demand underwritten offerings or “piggyback” registration.

Riggs Distler Management Interest in Drum

In November 2021, certain members of the management team of our subsidiary, Riggs Distler, acquired a 1.42% interest in Drum Parent LLC, the former parent company of Riggs Distler. Effective January 2027 and each calendar year thereafter or upon the occurrence of certain trigger events, we have the right, but not the obligation, to purchase all of the interest held by the noncontrolling party at fair value. If we do not exercise our rights in accordance with this timeline, or upon the occurrence of certain other triggering events, the noncontrolling party has the ability, but not the obligation, to exit their investment retained by requiring us to purchase all of their outstanding interest. The outstanding noncontrolling interest is not subject to minimum purchase provisions and, following the eligibility date for the election, they do not expire. The redemption price represents the fair value of the ownership interest to be redeemed on the redemption date under the terms of the agreement. A portion of the redeemable noncontrolling interest acquired was funded through promissory notes made to noncontrolling interest holders bearing interest at the prime rate plus 2%. The promissory notes are payable by the noncontrolling interest holders upon certain triggering events including, but not limited to, termination of employment or the redemption of any interest under the agreement.

The remaining noncontrolling interest in Drum outstanding as of December 28, 2025 was 0.80%.


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ELECTION OF DIRECTORS

(Proposal 1 on the Proxy Card)


The Board Recommends a Vote “FOR” each of the Nominees Named Below

General

The authorized number of directors is currently fixed at nine. At our Annual Meeting, stockholders will elect directors to hold office until the next annual meeting of stockholders or until their successors shall be elected and duly qualified.

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Christian I. Brown, Dustin DeMaria, Julie A. Dill, Andrew W. Evans, Karen S. Haller, Christopher A. Krummel, Anne L. Mariucci, Steven E. Nielsen and Charles R. Patton to serve as directors of the Company. The Board has determined that Dustin DeMaria, Julie A. Dill, Andrew W. Evans, Christopher A. Krummel, Anne L. Mariucci, Steven E. Nielsen and Charles R. Patton are Independent Directors under the applicable rules of the NYSE. If any nominee for any reason is unable or unwilling to serve, the proxies may be voted for such substitute nominee as the proxy holder may determine, unless the Board, in its discretion, reduces the number of directors serving on the Board.


Vote Required

Pursuant to the Company’s bylaws, a director nominee is elected only if they receive a plurality of the votes cast with respect to their election. As a result, the nine nominees for director who receive the highest number of votes “FOR” election will be elected as directors, and any shares not voted “FOR” a particular candidate, whether as a result of a “WITHHOLD” vote or broker non-vote, will not be counted in such candidate’s favor.



Names, Qualifications and Reasons for Selection of Nominees

The director nominees, as outlined below, possess skills, knowledge and expertise that are useful in overseeing and providing strategic direction with respect to our business and in serving the long-term interests of our stockholders, and they have significant expertise in the industries that matter most to our business. The director nominees have also demonstrated personal integrity and strong leadership while overseeing our first year as a public reporting company. In the aggregate, they bring a diversity of skills, knowledge and expertise and are able to challenge management. We believe that the director nominees’ skills and experience, including their combined knowledge of financial, legal and regulatory matters, enhance the Board’s ability to make decisions that create stockholder value. The table below lists some of the skills and experiences that we consider important for our director nominees in light of our current business strategy and structure. The director nominees’ biographies note their relevant experience, qualifications and skills relative to the list below.


			17			2026 Proxy Statement

Table of Contents


Board Skills and Composition Matrix

The following matrix sets forth the board members’ experience, skills, expertise and demographic background as of March 23, 2026.

Brown

DeMaria

Dill

Evans

Haller

SEC Form DEF 14A filed by Centuri Holdings Inc.