Business Context and Reporting Period
Company: Centuri Holdings, Inc. (CTRI)
Filing Type: Form 8-K (Current Report)
Date of Report: November 10, 2025
Event: Entry into a Material Definitive Agreement regarding board composition and governance with the Icahn Group.
Key Financial Metrics
This filing does not contain financial performance data. The document reports on corporate governance changes and does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Board Expansion: The Board of Directors increased in size to 8 members.
- Director Appointment: Dustin DeMaria (Icahn Designee) was appointed to the Board effective November 10, 2025.
- Future Nomination: The Company agreed to include Mr. DeMaria in the slate of nominees for the 2026 Annual Meeting of Stockholders.
- Governance Restrictions: Extraordinary transactions (e.g., CEO/CFO appointments, M&A) must be considered at the full Board level or in committees including the Icahn Designee.
Guidance, Outlook, and Risks
Agreement Terms and Contingencies:
- Shareholding Threshold: The Icahn Group must maintain a "Net Long Position" of at least 5,423,836 shares to retain the right to designate a director. Failure to maintain this position triggers the resignation of the Icahn Designee.
- Anti-Takeover Provisions: The Company is restricted from adopting a "Rights Plan" with an Acquiring Person threshold below 20% unless the Icahn Group is exempted up to 20% ownership.
- Standstill: The Icahn Group is subject to standstill restrictions until the later of 30 days before the nomination deadline for the annual meeting following 2026 or 30 days after the Icahn Designee is no longer on the Board.
Management Commentary: The filing references a press release issued on November 11, 2025, but does not include specific forward-looking financial guidance or operational outlook within the text provided.
Investor Verification Checklist
- Verify the current share count of the Icahn Group to confirm compliance with the 5,423,836 share threshold.
- Review the full text of the Director Appointment and Nomination Agreement (Exhibit 10.1) for specific definitions of "Net Long Position" and "Rights Plan."
- Monitor the 2026 Annual Meeting proxy statement for the inclusion of Dustin DeMaria in the nominee slate.
- Assess the impact of the new governance restrictions on potential future M&A or executive leadership changes.