Connell James W. Jr. 4
4 · Centuri Holdings, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Centuri (CTRI) Chief Commercial & Strategy Officer James Connell Receives RSUs
What Happened
James W. Connell Jr., Centuri Holdings' Chief Commercial and Strategy Officer, had 19,011 restricted stock units (RSUs) vest on January 30, 2026. Upon settlement the issuer delivered shares one-for-one, and 5,280 shares were withheld to satisfy tax obligations at $27.83 per share (withheld value reported as $146,942). In connection with his resignation on January 31, 2026, a total of 11,791 RSUs (granted Feb 25, 2025) and 17,687 performance stock units (PSUs, also granted Feb 25, 2025) were forfeited and treated as dispositions to the issuer.
Key Details
- Transaction dates: RSU vesting/settlement on 2026-01-30; forfeitures/dispositions on 2026-01-31. Filing dated 2026-02-03.
- Tax withholding: 5,280 shares withheld at $27.83/share = $146,942 (code F — tax withholding, not an open-market sale).
- Awards: 19,011 RSUs granted July 30, 2024 vested in full Jan 30, 2026. 11,791 RSUs and 17,687 PSUs (granted Feb 25, 2025) were forfeited on resignation.
- Transaction types reported: M (exercise/conversion/settlement of derivative awards), F (tax withholding), D (disposition to issuer for forfeiture).
- Shares owned after the transactions: not specified in the filing.
- Filing timeliness: Form 4 was filed Feb 3, 2026 and appears to be timely relative to the reported transaction dates.
Context
- These entries reflect compensation settlement and subsequent forfeitures, not open-market trading: the withholding (F) is standard to cover tax obligations when RSUs vest.
- The PSUs were performance-based and would have vested only if performance conditions were met; they were forfeited upon resignation.
- For retail investors: this is routine insider compensation activity (awards vesting and tax withholding plus forfeitures on resignation), not a buy or sell signal from open-market trading.
Insider Transaction Report
Form 4Exit
Connell James W. Jr.
See Remarks
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-01-30+19,011→ 43,471 total - Tax Payment
Common Stock
[F3]2026-01-30$27.83/sh−5,280$146,942→ 38,191 total - Exercise/Conversion
Restricted Stock Units
[F1][F2][F4]2026-01-30−19,011→ 11,791 total→ Common Stock (19,011 underlying) - Disposition to Issuer
Restricted Stock Units
[F1][F5]2026-01-31−11,791→ 0 total→ Common Stock (11,791 underlying) - Disposition to Issuer
Performance Stock Units
[F6][F7]2026-01-31−17,687→ 0 total→ Common Stock (17,687 underlying)
Footnotes (7)
- [F1]Each restricted stock unit ("RSU") is the economic equivalent of one share of the Centuri Holdings, Inc.'s (the "Issuer") common stock.
- [F2]Pursuant to the applicable RSU award agreement by and between the Issuer and the Reporting Person, shares of the Issuer's common stock were delivered on a one-for-one basis upon the settlement of the RSUs.
- [F3]Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of RSUs. This is not an open market sale of securities.
- [F4]On July 30, 2024, the Reporting Person was granted 19,011 RSUs, which vested in full on January 30, 2026.
- [F5]On February 25, 2025, the Reporting Person was granted 11,791 RSUs, which were to vest ratably over three years, with one-third of the RSUs to vest on each of the first three anniversaries of the date of grant. A total of 11,791 RSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.
- [F6]Each performance stock unit ("PSU") is the economic equivalent of one share of the Issuer's common stock.
- [F7]On February 25, 2025, the Reporting Person was granted 17,687 PSUs, which were eligible to be earned by the Reporting Person based on the achievement of certain performance metrics, as set forth in the applicable PSU award agreement by and between the Issuer and the Reporting Person, over a one-year initial performance period from January 1, 2025 to December 31, 2025 and a subsequent two-year performance period from January 1, 2026 to December 31, 2027 (collectively, the "Performance Period"). Earned shares would have vested after the Performance Period. A total of 17,687 PSUs were forfeited in connection with the Reporting Person's resignation from the Issuer on January 31, 2026.
Signature
/s/ Jason S. Wilcock, as attorney-in-fact for James W. Connell, Jr.|2026-02-03