Brown Christian 4
4 · Centuri Holdings, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Centuri (CTRI) CEO Christian Brown Receives RSU Awards
What Happened
- Christian Brown, CEO of Centuri Holdings, received equity awards on February 17, 2026. He was granted 45,683 restricted stock units (RSUs) under the company's Omnibus Incentive Plan and received 31,417 RSUs earned from his 2025 performance award (certified at 105.1% of target). These were recorded at $0.00 (no cash paid). The 2025 Earned RSUs are subject to future vesting based on continued service and certification for the remaining performance period.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely).
- Reported items: 45,683 RSUs granted (code A); 31,417 RSUs received as earned/performance (reported via exercise/conversion code M).
- Price/consideration: $0.00 reported for the grant(s) — these are compensatory awards, not open-market purchases.
- Shares/RSUs reported beneficially owned after the filing: Form 4 reports a total of 171,380 securities (this sum reflects the 45,683 new RSUs plus 103,608 previously reported RSUs and 22,089 shares of common stock disclosed on the form).
- Notable footnotes: The 31,417 RSUs came from the 2025 performance award certified at 105.1% of target (one-third tied to the 2025 fiscal year). The 2025 Earned RSUs vest based on continued service through the later of Feb 25, 2028 or the date the board certifies the second performance period results. Previous grants and the overall performance award were already reported in Table II of Form 4.
Context
- These transactions are awards/grants (compensation), not purchases or sales; they don't represent an executed market trade or immediate cash proceeds. The 2025 Earned RSUs are convertible to shares later subject to vesting and certification, so they do not indicate an immediate change in share ownership control or a cash-based exercise.
Insider Transaction Report
Form 4
Brown Christian
DirectorChief Executive Officer
Transactions
- Award
Common Stock
[F1][F2]2026-02-17+45,683→ 171,380 total - Exercise/Conversion
Common Stock
[F3][F4]2026-02-17+31,417→ 202,797 total - Exercise/Conversion
Restricted Stock Units
[F5][F3][F4]2026-02-17−31,417→ 31,417 total→ Common Stock (31,417 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, 103,608 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 22,089 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 89,720 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 31,417 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, as attorney-in-fact for Christian Brown|2026-02-19