Wilcock Jason S. 4
4 · Centuri Holdings, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Centuri (CTRI) Chief Legal Officer Jason Wilcock Receives RSU Award
What Happened
Jason S. Wilcock, Centuri Holdings' Chief Legal and Administrative Officer, received equity awards on February 17, 2026 consisting of a 9,455-share restricted stock unit (RSU) grant and 10,586 RSUs earned from a prior 2025 performance award (conversion of performance units into RSUs). All transactions were reported at $0.00 (no cash paid). The 2025 Earned RSUs vest based on continued service through the later of February 25, 2028 or the date the board certifies achievement for the remaining performance period; the 2026 RSU grant may be settled in one share per RSU.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely).
- Grants/changes reported: 9,455 RSUs granted (code A) and 10,586 RSUs received via conversion of performance units (code M). Reported prices: $0.00 (no cash exchanged).
- Shares/units beneficially owned after transaction (as reported): 56,134 total (includes common shares and outstanding RSUs previously reported).
- Notable footnotes: the 10,586 RSUs represent certification of performance goals at 105.1% for the first performance period (2025) and are subject to future vesting conditions; previous RSU and performance awards are disclosed in the filing.
- No sales or open-market purchases were reported; this was an award/conversion, not a cash exercise or sale.
Context
- The conversion (code M) reflects earned performance units being converted into RSUs rather than a cash sale; these RSUs are subject to vesting and potential later settlement in common stock.
- Awards and conversions are common forms of executive compensation and do not by themselves indicate immediate intent to buy or sell stock.
Insider Transaction Report
Form 4
Wilcock Jason S.
See Remarks
Transactions
- Award
Common Stock
[F1][F2]2026-02-17+9,455→ 56,134 total - Exercise/Conversion
Common Stock
[F3][F4]2026-02-17+10,586→ 66,720 total - Exercise/Conversion
Restricted Stock Units
[F5][F3][F4]2026-02-17−10,586→ 10,586 total→ Common Stock (10,586 underlying)
Footnotes (5)
- [F1]Represents the grant of restricted stock units ("RSUs") pursuant to the Omnibus Incentive Plan (the "Plan") of Centuri Holdings, Inc. (the "Issuer") on February 17, 2026 (the "2026 RSU Grant"). Each RSU subject to the 2026 RSU Grant is the economic equivalent of one share of the Issuer's common stock and may be settled by delivery of one share of the Issuer's common stock.
- [F2]The reporting person has reported prior grants of RSUs in Table II of Form 4. The total reported in Column 5 of Table I includes the 2026 RSU Grant, 20,155 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 26,524 shares of common stock. As of the date of this Form 4, the Previous RSU Grants may be settled only by delivery of an equal number of shares of the Issuer's common stock.
- [F3]On February 25, 2025, the reporting person was granted a total of 30,233 performance stock units pursuant to the Plan (the "2025 Performance Award"), assuming target level of achievement of the applicable performance goals. One-third of the units subject to the 2025 Performance Award were eligible to be earned based on achievement of performance goals for the fiscal year of the Issuer ended December 28, 2025 (the "First Performance Period"), and the remaining two-thirds of the units subject to the 2025 Performance Award are eligible to be earned based on achievement of performance goals for the two fiscal years of the Issuer ending January 2, 2028 (the "Second Performance Period").
- [F4]On February 17, 2026, the Issuer's board of directors certified achievement of the performance goals for the First Performance Period at 105.1% of the target level, resulting in the reporting person earning 10,586 RSUs (the "2025 Earned RSUs"). The 2025 Earned RSUs are scheduled to vest based on the reporting person's continued service through the later of February 25, 2028 and the date that the Issuer's board of directors (or a committee thereof) certifies the level of achievement of the performance goals for the Second Performance Period.
- [F5]The reported transaction involved the reporting person's receipt of the 2025 Earned RSUs. The reporting person previously reported the 2025 Performance Award in Table II of Form 4. As of the date of this Form 4, the 2025 Performance Award may be settled only by delivery of a number of shares of the Issuer's common stock equal to the number of 2025 Earned RSUs plus any additional RSUs subject to the 2025 Performance Award that are earned based on the level of achievement of the performance goals for the Second Performance Period.
Signature
/s/ Jason S. Wilcock|2026-02-19