SCHEDULE: Icahn Boosts Centuri Stake with $75M Private Placement

Icahn Enterprises and Carl C. Icahn have increased their beneficial ownership in Centuri Holdings, Inc. to 14.4% through a $75 million private placement and secured a board seat.

Summary

• Icahn Enterprises L.P. and Carl C. Icahn (Reporting Persons) now beneficially own 14,336,044 shares of Centuri Holdings, Inc. common stock, representing 14.4% of the outstanding class.
• This includes the acquisition of 3,488,372 shares for approximately $75 million in a private placement at $21.50 per share.
• The private placement is contingent on the closing of a concurrent underwritten public offering by Centuri Holdings, Inc.
• Dustin DeMaria, a designee of the Reporting Persons, has been appointed to Centuri's Board of Directors, effective November 10, 2025, and will be nominated for election at the 2026 annual meeting.
• The Reporting Persons have been granted registration rights for the newly acquired shares, allowing resale no later than 181 days after the private placement closing.
• Icahn has also entered into a 30-day lock-up agreement for their Lock-Up Securities following the public offering.
• The Reporting Persons previously purchased 2,870,295 shares at $19.60 in an underwritten public offering on September 5, 2025.
• The source of funding for the shares is general working capital, which may include margin borrowing.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment by a major activist investor, Carl Icahn, which is generally viewed positively as it often leads to efforts to enhance shareholder value. The board appointment further solidifies this influence. However, the disclosure of Icahn's past SEC settlement and the use of margin borrowing introduce minor cautionary notes.

Positives

• Significant investment by a prominent activist investor (Icahn) signals confidence in Centuri's valuation and future prospects.
• The appointment of Dustin DeMaria to the Board of Directors provides Icahn with direct influence and oversight, potentially driving shareholder value.
• The private placement at the public offering price demonstrates a commitment to the company's valuation.
• Registration rights for Icahn provide a clear path for liquidity for their investment.

Negatives

• Icahn's previous SEC settlement for disclosure failures (failure to disclose pledged securities and amendments to loan agreements) raises questions about past compliance, though it was non-scienter based.
• The 15% ownership limitation clause for Icahn could cap their influence if they wished to acquire a larger stake.
• The use of margin borrowing for funding introduces financial leverage risk for Icahn's investment.

Risks

• Market Risk: The value of Centuri's common stock could decline, impacting Icahn's investment.
• Liquidity Risk: While registration rights are granted, the ability to sell a large block of shares without impacting market price depends on market conditions.
• Regulatory Risk: Icahn's past SEC issues, though settled, highlight potential scrutiny on disclosure compliance.
• Financing Risk: The use of margin borrowing for the investment exposes Icahn to interest rate fluctuations and potential margin calls.
• Integration Risk: The impact of a new director (DeMaria) on Centuri's board and strategy is yet to be seen.

Future Outlook

Icahn Enterprises L.P. and Carl C. Icahn intend to continue their investment in Centuri Holdings, Inc., potentially acquiring more shares or engaging in hedging transactions, while also having a board representative to influence strategic direction. The company is also proceeding with a follow-on public offering.

Management Comments

• The Reporting Persons acquired their positions in the shares of Common Stock in the belief that they were undervalued and represented an attractive investment opportunity.

Industry Context

This significant investment by a prominent activist investor like Carl Icahn in Centuri Holdings, Inc. suggests a belief in the company's underlying value, potentially signaling a period of increased scrutiny on management and strategic initiatives. Such investments often precede efforts to unlock shareholder value, which can be a catalyst for industry peers to re-evaluate their own strategies or attract similar activist attention.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• Icahn Enterprises and Carl C. Icahn entered into settlement agreements with the U.S. Securities and Exchange Commission (SEC) on August 19, 2024.
• Icahn Enterprises failed to disclose in its Forms 10-K for 2018, 2019, and 2020 that Mr. Icahn pledged Icahn Enterprises securities as collateral for personal margin loans, as required by Item 403(b) of Regulation S-K.
• Mr. Icahn's prior Schedule 13D filings generally disclosed pledges but subsequent Schedule 13D filings were not amended to describe loan agreements and amendments to loan agreements or to attach guarantees as required by Items 6 and 7 of Schedule 13D.
• Icahn Enterprises consented to a civil penalty of $1.5 million and a cease and desist order for violations of Section 13(a) of the Exchange Act and Rule 13a-1 thereunder.
• Mr. Icahn consented to a civil penalty of $500,000 and a cease and desist order for violations of Section 13(d)(2) of the Exchange Act and Rule 13d-2(a) thereunder.
• These findings were non-scienter based, and Icahn did not admit or deny the SEC's allegations (other than with respect to the SEC's jurisdiction).

Related Party Transactions

• Icahn Partners LP and Icahn Partners Master Fund LP (subsidiaries of the Reporting Persons) are purchasing $75 million in common stock from Centuri Holdings, Inc. in a private placement.
• Centuri Holdings, Inc. has granted registration rights to Icahn Partners LP and Icahn Partners Master Fund LP for these shares.
• Dustin DeMaria, a designee of the Reporting Persons, has been appointed to Centuri's Board of Directors.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value due to activist investor involvement and board representation. The private placement at the public offering price could be seen as a vote of confidence.
• Management: Increased scrutiny and potential pressure from Icahn's board representative to improve performance or pursue strategic changes.
• Creditors: The company's capital raise strengthens its financial position, which could be positive for creditors.

Next Steps

• Closing of the $75 million private placement on or about November 14, 2025.
• Closing of Centuri's underwritten public offering.
• Registration of the resale of the November 2025 Private Placement Shares by Centuri no later than 181 days following the closing of the private placement.
• Dustin DeMaria's nomination for election at Centuri's 2026 annual meeting of stockholders.
• Potential future acquisitions or dispositions of Centuri securities by the Reporting Persons.

Key Dates

Recommendation

The filing details a substantial investment by Carl Icahn, a renowned activist investor, and the appointment of his designee to the board. This typically signals potential for future strategic changes aimed at unlocking shareholder value, which is a positive catalyst. However, the filing does not provide new operational or financial performance data for Centuri Holdings, Inc. to warrant a 'buy' or 'strong buy' recommendation immediately. The previous SEC settlement involving Icahn, while non-scienter based, introduces a minor element of caution regarding disclosure practices. Therefore, a 'hold' recommendation is appropriate to observe the execution of Icahn's strategy and its impact on Centuri's performance.

Keywords

Centuri Holdings, Icahn Enterprises, Carl Icahn, Private Placement, Schedule 13D, Common Stock, Equity Investment, Board Appointment, Registration Rights, Lock-Up Agreement, Activist Investor, Shareholder Activism