Centuri Holdings Inc美股招股说明书(2025-05-20版)

receive any of the proceeds from the sale of common stock by the selling stockholder.Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CTRI.” On May19, 2025, the lastreported sale price of our common stock on the NYSE was $18.96 per share. In addition, on May19, 2025, the selling stockholderentered into a purchase agreement with Icahn Partners LP and Icahn Partners Master Fund LP, investment entities affiliated with Carl million of shares of our common stock, at the same price as the public offering, immediately following the closing of this offering.Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on pageS-10ofthis prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.Per SharePublic offering price$$Underwriting discounts and commissions$$(1) __________________(1)See “Underwriting” for additional disclosure regarding the underwriting discounts and commissions and estimated offering expenses.The selling stockholder has granted the underwriters an option to purchase up to an aggregate of 1,350,000 additional shares from Joint Lead Book-running ManagersJ.P. MorganUBS Investment BankWells Fargo Securities Book-running ManagersBofA SecuritiesMoelis & Company EXPERTSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATIONPROSPECTUSABOUT THIS PROSPECTUSOUR COMPANYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATIONS-i stock by the selling stockholder is registered on the Registration Statement. The accompanying prospectus provides more generalinformation, some of which may not apply to this offering. This prospectus supplement is a supplement to the accompanying prospectus with respect to the offering of shares registered under the Registration Statement. If the information contained orincorporated by reference in this prospectus supplement differs or varies from the information contained in the accompanyingprospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement,you should rely on the information set forth in this prospectus supplement.You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus and in any free writing prospectus we may provide to you in connection with this offering. Neither we, the sellingstockholder, nor the underwriters have authorized any other person to provide you with any information that is different. If anyoneprovides you with different or inconsistent information, you should not rely on it. Neither we, the selling stockholder, nor the a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it isunlawful for such person to make such an offer or solicitation.The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of thisprospectus supplement or the date of the accompanying prospectus, as applicable, and the information in the documents incorporatedby reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date of those respectivedocuments, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of ourcommon stock. Our business, financial condition, results of operations and prospects may have changed since those dates. It isimportant for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the In this prospectus supplement, unless the context otherwise indicates, the terms “Centuri,” the “Company,” “we,” “our” and “us”or similar terms refer to Centuri Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. The terms “Southwest GasHoldings” and the “selling stockholder” refer to Southwest Gas Holdings, Inc., a Delaware corporation, and its consolidatedsubsidiaries, including Southwest Gas Corporation. When we refer to “you,” we mean the potential holders of the applicable series ofMarket and Industry Data S-1 information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to bereasonable. Our management estimates have not been verified by any independent source. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and othersimilar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe theestimated market and industry data included or incorporated by reference into this prospectus supplement is gen