Centuri Announces Launch of Public Offering of Common Stock

PHOENIX--(BUSINESS WIRE)--Centuri Holdings, Inc. (NYSE: CTRI) (“Centuri” or the “Company”) today announced the commencement of an underwritten public offering of $160,000,000 of shares of Centuri’s common stock (the “Offering”). Centuri also expects to grant the underwriters a 30-day option to purchase up to an additional $24,000,000 of shares of Centuri’s common stock.

In addition to the shares of Centuri’s common stock sold in the Offering, Centuri announced that Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn (collectively, the “Icahn Investors”), will purchase approximately $75,000,000 of shares of Centuri’s common stock, in a concurrent private placement at a price per share equal to the Offering price per share (the “Private Placement”). The offer and sale of Centuri’s common stock to the Icahn Investors pursuant to the Private Placement will be made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement is expected to close immediately following the closing of the Offering and is subject to the satisfaction or waiver of customary closing conditions, including the completion of the Offering. The closing of the Offering is not conditioned upon the closing of the Private Placement.

Centuri intends to use the net proceeds from the Offering and the Private Placement for general corporate purposes, which may include, among other things, the funding of acquisitions and the repayment of borrowings outstanding under its current credit agreement.

J.P. Morgan, Wells Fargo Securities, BofA Securities and KeyBanc Capital Markets are acting as joint lead book-running managers for the proposed Offering.

A registration statement on Form S-3 relating to the securities being sold in the proposed Offering has been filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at www.sec.gov. The proposed Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained, when available, from the SEC’s website at www.sec.gov. Alternatively, copies may be obtained, when available, by request from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [e-mail] and [e-mail]; Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to [e-mail]; BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, or by email at [e-mail]; or KeyBanc Capital Markets Inc., Attention: Equity Syndicate, 127 Public Square, 7th Floor, Cleveland, OH 44114, at Telephone: [phone].

The securities to be offered and sold in the Private Placement have not been registered under the Securities Act or any state’s securities laws. Accordingly, such securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The prospectus supplement and the accompanying prospectus related to the Offering are not an offer to sell or a solicitation of an offer to buy any securities in connection with the Private Placement.

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

About Centuri

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can often be identified by the use of words such as “will,” “predict,” “continue,” “forecast,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “may” and “assume,” as well as variations of such words and similar expressions referring to the future. The specific forward-looking statements made herein include (without limitation) statements regarding expectations with respect to the expected completion, timing and size of the proposed Offering and the Private Placement and whether the underwriters will exercise their option to purchase additional shares. A number of important risks, uncertainties and other factors affecting the business and financial results of Centuri could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions and those detailed from time to time in Centuri’s reports filed with the SEC, including Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. Factors that could cause actual results to differ also include (without limitation) those discussed in Centuri’s filings filed from time to time with the SEC, including the prospectus supplement relating to the proposed Offering filed with the SEC. The statements in this press release are (i) made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise, and (ii) based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Except to the extent required by applicable law, Centuri does not assume any obligation to update or revise the forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise. You are cautioned not to place undue reliance on these forward-looking statements.