Brown Christian 4

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.