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

The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effectiveregistration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminaryprospectus supplement and the accompanying prospectus are not an offer to sell these securities and the selling stockholder is Filed Pursuant to Rule 424(b)(3)Registration No. 333-287200 Subject to Completion, dated May 20, 2025 PROSPECTUS SUPPLEMENT(To Prospectus dated May 20, 2025) Centuri Holdings, Inc.9,000,000 Shares of Common Stock The selling stockholder identified in this prospectus supplement is offering 9,000,000shares of our common stock. We will notreceive 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 CarlC. Icahn (the “Icahn Investors”), pursuant to which the selling stockholder has agreed to sell to the Icahn Investors an aggregate of $50 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 theaccompanying prospectus. (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 fromthe selling stockholder at the public offering price in this offering, less the underwriting discounts and commissions, for a period of 30 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. J.P. Morgan TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERING PROSPECTUSABOUT THIS PROSPECTUSOUR COMPANYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also supplements and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which is part of aregistration statement on Form S-3 (File No. 333-287200) that we filed with the Securities and Exchange Commission (the “SEC”) onMay 12, 2025, and that was declared effective by the SEC on May 20, 2025 (the “Registration Statement”). The offering of commonstock by the selling stockholder is registered on the Registration Statement. The accompanying prospectus provides more general 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 theunderwriters are offering to sell, or seeking offers to buy, shares of our common stock in jurisdictions where offers and sales are notpermitted. The distribution of this prospectus supplement and the offering of the common stock in certain jurisdictions may berestricted by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves 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 d