Izenstark Gregory A. 4
4 · Centuri Holdings, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Centuri (CTRI) CFO Gregory Izenstark Receives RSU Awards
What Happened
- Gregory A. Izenstark, Chief Financial Officer of Centuri Holdings, Inc. (CTRI), was granted 11,309 restricted stock units (RSUs) on Feb 17, 2026 and had 16,111 performance stock units from a 2025 award converted/recognized as earned RSUs on the same date. All transactions show $0.00 price (no cash paid or received).
- The 16,111 RSUs were earned after the board certified achievement of the first performance period at 105.1% of target. These earned RSUs are subject to future vesting based on continued service and additional certification for the second performance period.
Key Details
- Transaction date: February 17, 2026. Transaction codes: A = award/grant (11,309 RSUs); M = exercise/conversion of derivative (16,111 performance RSUs recognized as earned).
- Reported price/value: $0.00 for the RSU grant and the conversion (no cash exchanged).
- Shares/RSUs beneficially owned after the report: 74,565 total reported beneficial units (includes 32,583 shares of common stock, 30,673 previously reported RSUs, and the 11,309 new RSUs reflected in this filing).
- Notable footnotes: Board certified first performance period at 105.1%, producing 16,111 earned RSUs. Earned RSUs and RSU grants may only be settled by delivery of common stock and vest based on continued service and future certification for the second performance period.
- Filing timeliness: No late filing indication provided (no "L" flag).
Context
- These entries are awards/settlement of performance units, not open‑market purchases or sales; no shares were sold. The derivative "exercise/conversion" entries reflect conversion/recognition of performance units into RSUs (not a cashless sale).
- RSUs and earned performance units typically convert to shares only after vesting and any required certification; they represent compensation rather than direct insider buying/selling.
Insider Transaction Report
Form 4
Izenstark Gregory A.
Chief Financial Officer
Transactions
- Award
Common Stock
[F1][F2]2026-02-17+11,309→ 74,565 total - Exercise/Conversion
Common Stock
[F3][F4]2026-02-17+16,111→ 90,676 total - Exercise/Conversion
Restricted Stock Units
[F5][F3][F4]2026-02-17−16,111→ 16,111 total→ Common Stock (16,111 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, 30,673 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 32,583 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 46,009 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 16,111 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 Gregory A. Izenstark|2026-02-19