Centuri Holdings Inc美股招股说明书(2025-11-14版)

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on pageS-12of this prospectus supplement andin the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Public offering price (1)See “Underwriting (Conflicts of Interest)” for additional disclosure regarding the underwriting discounts and commissions and estimated offering expenses. We have granted the underwriters an option to purchase up to an additional 1,116,279 shares of our common stock at the public offering price in this offering, lessthe underwriting discounts and commissions, for a period of 30 days following the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment on or about November 14, 2025. Joint Lead Book-Running Managers J.P. MorganWells Fargo Securities Book-Running Managers UBS Investment BankBairdBTIGCIBC Capital MarketsPNC Capital Markets LLC The date of this prospectus supplement isNovember 12, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERING PROSPECTUSABOUT THIS PROSPECTUSOUR COMPANYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSDESCRIPTION OF RIGHTSPLAN 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 (FileNo.333-287200) that we filed with the Securities and Exchange Commission (the “SEC”) onMay12, 2025, and that was declared effective by the SEC on May 20, 2025 (the “Registration Statement”). This offering of commonstock is registered on the Registration Statement. The accompanying prospectus provides more general information, some of whichmay not apply to this offering. This prospectus supplement is a supplement to the accompanying prospectus with respect to the Neither we 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 nor the underwriters are offering to sell,or seeking offers to buy, shares of our common stock in jurisdictions where offers and sales are not permitted. The distribution of thisprospectus supplement and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside theUnited States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions 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. When we refer to “you,” we Market and Industry Data Unless otherwise indicated, information contained or incorporated by reference into this prospectus supplement concerning ourindustry and the markets in which we operate, including our general expectations and market position, market opportunity and marketshare, is based on information from third-party sources, data from our internal research and management estimates. Our management In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and othersimilar sources and on