SCHEDULE 13G: FMR LLC and Abigail Johnson Disclose 9.3% Stake in Centuri Holdings Inc.

FMR LLC and its affiliates, along with Abigail P. Johnson, have reported a combined beneficial ownership of 9.3% of Centuri Holdings Inc.'s common stock as of December 31, 2024.

Summary

• FMR LLC and Abigail P. Johnson jointly filed a Schedule 13G, disclosing beneficial ownership of 8,226,974.46 shares of Centuri Holdings Inc. common stock.
• This aggregate amount represents 9.3% of the total outstanding common stock of Centuri Holdings Inc.
• FMR LLC, a Delaware-organized entity, holds sole voting power over 8,223,513.00 shares and sole dispositive power over 8,226,974.46 shares.
• Abigail P. Johnson, a U.S. citizen, holds sole dispositive power over 8,226,974.46 shares, with no sole or shared voting power.
• The filing indicates that the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.
• FMR LLC is classified as a parent holding company, and Abigail P. Johnson is classified as an individual investor.
• The filing includes a Rule 13d-1(k)(1) agreement for joint filing by FMR LLC and Abigail P. Johnson.
• Subsidiaries of FMR LLC, including Fidelity Management & Research Company LLC, are noted as beneficially owning 5% or greater of the outstanding shares.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of beneficial ownership. The presence of a significant stake by a reputable institutional investor like FMR LLC can be viewed as a neutral to slightly positive signal for the issuer, indicating institutional interest, but it does not provide performance or operational updates.

Positives

• The disclosure of a significant 9.3% stake by a major institutional investor like FMR LLC and its affiliates can signal confidence in Centuri Holdings Inc. to the market.
• The filing explicitly states that the shares were acquired and are held in the ordinary course of business, indicating a passive investment rather than an activist intent to influence control.

Risks

• The document notes that members of the Johnson family, including Abigail P. Johnson, are predominant owners of FMR LLC's voting shares and have a voting agreement, which may be deemed to form a controlling group with respect to FMR LLC under the Investment Company Act of 1940. This concentration of control within the reporting entity could indirectly influence the management of the reported shares.

Future Outlook

This document is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding Centuri Holdings Inc.'s future performance or strategic outlook.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11." (Certification by FMR LLC and Abigail P. Johnson via authorized signatory Stephanie J. Brown)

Industry Context

This filing is a routine regulatory disclosure of a significant passive investment by a major institutional asset manager in a publicly traded company. It reflects the ongoing activity of large investment firms acquiring stakes in various companies as part of their portfolio management strategies.

Corporate Governance

Related Party Transactions

• The filing highlights the relationship between FMR LLC and Abigail P. Johnson, who is a Director, Chairman, and CEO of FMR LLC. The Johnson family's predominant ownership and voting agreement within FMR LLC establish a related party context for the beneficial ownership reported.

Stakeholder Impact

• Shareholders of Centuri Holdings Inc. will be impacted by the transparency of this disclosure, as it reveals a significant institutional holder, which can influence market perception and liquidity.
• Potential investors may view the presence of a large institutional investor as a positive indicator of the company's investment appeal.

Key Dates

Keywords

CENTURI HOLDINGS INC, FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, SEC Filing, Ownership Disclosure, Investment Management