世纪控股有限公司美股招股说明书(2025-11-19版)

Centuri Holdings, Inc.7,977,377 Shares of Common Stock This prospectus supplement supplements and amends the prospectus dated May 20, 2025 (the “Prospectus”) relating to the resalefrom time to time of up to an aggregate of 7,977,377 shares of our common stock, par value $0.01 per share (the “common stock”), by This prospectus supplement is being filed solely to update the information contained in the table in the “Selling Stockholders”section of the Prospectus to reflect certain transfers described herein. This prospectus supplement is not complete without, and may not be delivered or used except in combination with, theProspectus, including any other amendments or supplements thereto. This prospectus supplement supplements and amends theinformation in the Prospectus and should be read in conjunction with the Prospectus, and if there is any inconsistency between the Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CTRI.” The last reported saleprice of our common stock on the NYSE on November 18, 2025 was $19.98 per share. Investing in shares of our common stock involves risks. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 2 of the Prospectus, in any accompanying prospectus supplement and in 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 Prospectus is truthful or complete. Any representation to The date of this prospectus supplement is November 19, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT On May 22, 2025, June 18, 2025, August 11, 2025 and September 5, 2025, Southwest Gas Holdings, Inc., a Delaware corporation(“Southwest Gas Holdings”), completed secondary public offerings, selling a total of 66,174,710 shares of our common stock (the“Public Offering Shares”). In addition, pursuant to private placements that closed on May 22, 2025, July 8, 2025 and August 11, 2025,Southwest Gas Holdings sold a total of 5,490,882 shares of our common stock (the “Private Placement Shares”) to Icahn Partners LPand Icahn Partners Master Fund LP, investment entities affiliated with Carl C. Icahn (the “Icahn Investors”) (such private placements, All of the Public Offering Shares and Private Placement Shares were registered for resale pursuant to the registration statement onForm S-3 (File No. 333-287200) to which the Prospectus forms a part. Accordingly, this prospectus supplement is being filed solely to supplement and amend the selling stockholder table includedunder the caption “Selling Stockholders” in the Prospectus to (i) remove Southwest Gas Holdings from such table, (ii) remove thePublic Offering Shares from such table and (iii) update the information contained in such table to reflect the transfer of the Private SELLING STOCKHOLDERS With respect to only the selling stockholder listed in the table below and Southwest Gas Holdings, the information set forth in thetable below supersedes and replaces the information regarding such selling stockholder and Southwest Gas Holdings in theProspectus. The following table provides, as of November 19, 2025, information regarding the beneficial ownership of our commonstock held by the Icahn Investors, which has been provided by the Icahn Investors as of such date, including the number of shares of Because the Icahn Investors may dispose of all, none or some portion of their securities, no estimate can be given as to thenumber of securities that will be beneficially owned by the Icahn Investors upon termination of this offering. For purposes of the tablebelow, however, we have assumed that after termination of this offering none of the securities covered by this prospectus supplementwill be beneficially owned by the Icahn Investors and further assumed that the Icahn Investors will not acquire beneficial ownership ofany additional securities during the offering. In addition, the Icahn Investors may have sold, transferred or otherwise disposed of, or We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Except asindicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have