Wilcock Jason S. 4

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.