Chilton Kendra 4
4 · Centuri Holdings, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Centuri (CTRI) SVP Kendra Chilton Receives RSU Awards
What Happened
- Kendra Chilton, Senior Vice President and Chief Accounting Officer of Centuri Holdings (CTRI), received equity awards on February 17, 2026. She was granted 3,114 restricted stock units (RSUs) and had 2,186 performance-based units converted/credited as RSUs after the board certified 2025 performance at 105.1%. All items show $0 cash exchanged (awards/settlements, not open-market trades).
Key Details
- Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (timely).
- Grants/conversions reported as: A (award) 3,114 RSUs @ $0.00; M (conversion of derivative) 2,186 RSUs acquired (reported as conversion of the prior performance award).
- Total reported beneficial position after these entries: 20,422 shares/RSU equivalents (includes 3,717 shares of common stock, 11,405 previously reported RSUs, the 3,114 new RSUs, and the 2,186 performance-earned RSUs).
- Vesting/settlement: The 2026 RSU grant and prior RSU grants may be settled by delivery of common stock. The 2,186 earned RSUs (from the 2025 performance award) vest based on continued service through the later of Feb 25, 2028 or the board’s certification of the second performance period (per footnotes).
- No cash proceeds or open-market sale — these were awards/conversions, not purchases or sales.
Context
- The 2,186 units came from conversion of a 2025 performance stock award after the board certified achievement at 105.1% of target; they are earned but subject to future vesting conditions (not immediately liquid). Awards and performance-based conversions are common compensation events and do not themselves indicate buying or selling intent.
Insider Transaction Report
Form 4
Chilton Kendra
SVP, Chief Accounting Officer
Transactions
- Award
Common Stock
[F1][F2]2026-02-17+3,114→ 18,236 total - Exercise/Conversion
Common Stock
[F3][F4]2026-02-17+2,186→ 20,422 total - Exercise/Conversion
Restricted Stock Units
[F5][F3][F4]2026-02-17−2,186→ 2,186 total→ Common Stock (2,186 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, 11,405 RSUs granted pursuant to the Plan and previously reported in Table II (the "Previous RSU Grants"), and 3,717 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 6,245 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 2,186 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, attorney-in-fact for Kendra Chilton|2026-02-19