Centuri Holdings (CTRI) risk factors, FY2025 10-K

Centuri Holdings's FY2025 10-K, filed Feb 26, 2026, lists 60 risk factors in 10 groups. Against the prior year's 71: 5 new, 16 dropped, 14 substantially reworded.

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Risk factors listed
6010 groups
New this year
5vs 71 last year
Dropped
16since the prior 10-K
Substantially reworded
14of those kept
Section length
21k wordsItem 1A

What the changes say

  • Centuri Holdings faces new risks regarding tax liabilities and NOL limits following its separation from Southwest Gas Holdings.
  • The company deals with ongoing activist investor engagement by the Icahn Group holding a 10 percent stake.

What changed since the prior 10-K

New

  • NewRisks Related to our Relationship with Southwest Gas Holdings

    We may be subject to certain contingent tax liabilities of Southwest Gas Holdings for taxable years in which we were a member of its consolidated group

    We could be held severally liable for unpaid U.S. federal income taxes of the Southwest Gas Holdings consolidated group for periods when we were a member.

  • NewRisks Related to our Relationship with Southwest Gas Holdings

    Our ability to use our net operating loss carryforwards and other tax attributes may be limited due to certain provisions of the Internal Revenue Code or state tax law

    Our federal and state net operating loss carryforwards of $301.1 million and $260.2 million may expire unused or be limited by ownership changes under Sections 382 and 383.

  • NewFinancial, Economic, Environmental and Market Risks

    central bank efforts to mitigate inflation could also cause uncertainty for our customers and affect the level of their project activity, which could also adversely affect our profitability and cash flows

    Federal Reserve interest rate hikes to mitigate inflation could increase our borrowing costs and reduce customer project activity.

  • NewRegulatory, Legislative and Legal Risks

    others take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our joint venture partners, equity investments, customers or other third parties

    We face risks from contract indemnities, joint venture partner actions, and potential inadequacies in our litigation accruals or insurance coverage.

  • NewRisks Related to Ownership of Our Common Stock

    The price of our common stock may fluctuate significantly

    Our common stock price may fluctuate significantly due to operating results, analyst estimates, regulatory changes, and broader market volatility.

Dropped

  • DroppedRisks Related to Our Supply Chain, Equipment, Subcontractors and Other Parties

    There can be no assurances that the Icahn Group or other activist stockholders will not pursue similar actions with respect to us in the future

  • DroppedRisks Related to Labor

    The successful transition to our new Chief Executive Officer will be critical to our success. We can provide no assurances that any associated organizational changes or changes in business strategy will be beneficial or have the desired impact on the Company

  • DroppedFinancial, Economic, Environmental and Market Risks

    require certain areas to scale back their workforce at times during the winter season, presenting challenges associated with maintaining an adequately skilled labor force when it comes time to re-staffing work crews following the winter layoffs

  • DroppedRegulatory, Legislative and Legal Risks

    or that we generate secondary to the work we perform, which liabilities could arise from violations of environmental laws and regulations as a result of human error, equipment failure or other causes

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    Until Southwest Gas Holdings disposes of its holdings of our common stock, Southwest Gas Holdings will control the direction of our business, and the concentrated ownership of our outstanding common stock will prevent our stockholders from influencing significant decisions

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    combined voting power of our outstanding common stock, and (vi) 14.3% of our directors, as long as it beneficially owns more than 5%, but less than or equal to 20% of the combined voting power of our outstanding common stock

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    We are subject to restrictions on our actions (including issuing additional equity) until a Distribution has been implemented or abandoned in order to avoid triggering significant tax-related liabilities

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    Southwest Gas Holdings will have control over the type and timing of a Distribution or any other disposition transaction

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    If Southwest Gas Holdings sells or otherwise disposes of a controlling interest in our company to a third-party in a private transaction, our stockholders may not realize any change-of-control premium on their shares of common stock and we may become subject to the control of a presently unknown third party

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    Southwest Gas Holdings’ ability to control our Board may make it difficult for us to recruit independent directors

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    We may be subject to certain contingent tax liabilities of Southwest Gas Holdings following a Distribution or an alternative disposition

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    Southwest Gas Holdings is not restricted from competing with us under our amended and restated certificate of incorporation

  • DroppedRisks Related to our Relationship with Southwest Gas Holdings

    We may not achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect our businesses

  • DroppedRisks Related to Ownership of Our Common Stock

    We cannot be certain that an active trading market for our common stock will be sustained, and the stock price of our common stock may fluctuate significantly

  • DroppedRisks Related to Ownership of Our Common Stock

    The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business

  • DroppedRisks Related to Ownership of Our Common Stock

    Centuri governed by the internal affairs doctrine, or (v) any action asserting an “internal corporate claim” as such term is defined in Section 115 of the DGCL

Reworded

  • 99% rewrittenRisks Related to Our Supply Chain, Equipment, Subcontractors and Other Parties

    Our business could be negatively affected as a result of actions of activist stockholders

    Updated to reflect a Cooperation Agreement entered with the Icahn Group on November 10, 2025, appointing a director and noting their 10 percent equity ownership.

  • 90% rewrittenRisks Related to Ownership of Our Common Stock

    Future sales by the Icahn Group and other holders of shares of our common stock, or the perception that such sales may occur, could cause the price of our common stock to decline, potentially materially

    Changed from discussing Southwest Gas Holdings' majority stake to noting the Icahn Group's 10 percent ownership, registration rights, and ownership limitations under the Cooperation Agreement.

    Was: Future distributions or sales by Southwest Gas Holdings or sales by other holders of shares of our common stock, or the perception that such distributions and sales may occur, could cause the price of our common stock to decline, potentially materially

  • 70% rewrittenRisks Related to Our Operations

    Changes to renewable portfolio standards and decreased demand for renewable energy projects could materially and adversely impact our future results of operations, financial condition, cash flows and liquidity

    Removed references to a specific Northeast and Mid-Atlantic offshore wind framework agreement ending in 2025, broadening the discussion to renewable portfolio standards.

  • 69% rewrittenRegulatory, Legislative and Legal Risks

    Our failure to comply with environmental and other laws and regulations could result in significant liabilities

    Retained substantially identical text regarding environmental compliance and hazardous substance liability.

  • 69% rewrittenRegulatory, Legislative and Legal Risks

    In the ordinary course of our business, we may become subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, results of operations and cash flows

    Added a specific note that we generally indemnify our customers for claims related to our services.

  • 58% rewrittenRisks Related to Ownership of Our Common Stock

    The existence of this provision is expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for the shares of our common stock held by our stockholders

    Retained identical text regarding Delaware Court of Chancery and federal district court forum selection provisions.

  • 53% rewrittenFinancial, Economic, Environmental and Market Risks

    Risks associated with operating in the Canadian market could restrict our ability to expand and materially harm our business and prospects

    Retained identical text regarding risks of operating in the Canadian market and Canadian dollar fluctuations.

  • 44% rewrittenRisks Related to Accounting Estimates, Judgments, Timing and Impacts Related to Taxation

    Changes in applicable tax laws and regulations could adversely affect our business

    Retained identical text regarding potential changes in U.S. and Canadian tax laws and effective tax rates.

  • 32% rewrittenRisks Related to Our Operations

    We may pursue acquisitions, which may not be successful and may divert financial and management resources. If we fail to integrate acquisitions successfully, we may experience operational challenges and risks which may have a material adverse effect on our business

  • 32% rewrittenRisks Related to Our Indebtedness and Additional Capital

    Our variable rate indebtedness subjects us to interest rate risk and could have a material adverse effect on us

  • 29% rewrittenFinancial, Economic, Environmental and Market Risks

    Certain of our costs, such as operating expenses and interest expenses, could be adversely impacted by periods of heightened inflation, which could have a material adverse effect on our results of operations

  • 29% rewrittenFinancial, Economic, Environmental and Market Risks

    We are subject to risks associated with climate change, and weather conditions in our operating areas can materially and adversely affect operations, financial position, and cash flows

  • 29% rewrittenRisks Related to Ownership of Our Common Stock

    Certain provisions in our Charter and Bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could have a material adverse effect on the trading price of our common stock

  • 24% rewrittenRisks Related to Ownership of Our Common Stock

    If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock may be materially and adversely affected and we may suffer harm to our reputation

All 60 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Operations

  1. 01The loss of, or reduction in business from, certain significant customers could have a material adverse effect on our business
  2. 02We derive a significant portion of our revenues from long-term MSAs that may be cancelled by customers on short notice, or which we may be unable to renew on favorable terms or at all
  3. 03Backlog may not be realized or may not result in revenue or profit
  4. 04Our actual cost may be greater than expected in performing our contracts, causing us to realize significantly lower profit or experience losses on our projects
  5. 05Fixed-price and unit-price contracts are subject to potential losses that could adversely affect our results of operations
  6. 06The nature of our operations presents inherent risk of loss that could materially and adversely affect our results of operations and financial condition, earnings, and cash flows
  7. 07We operate in a highly competitive industry, and competitive pressures could materially and adversely affect our business, which is largely dependent on the competitive bidding process
  8. 08Any deterioration in the quality or reputation of our brands, which can be exacerbated by the effect of social media or significant media coverage, could have a material adverse impact on our business
  9. 09We may be unsuccessful at generating internal growth, which may materially and adversely affect our ability to expand our operations or grow our business
  10. 10In addition, our customers may reduce the number or size of projects available to us due to their inability to obtain capital. Our customers may also reduce projects in response to economic conditions
  11. 11Changes to renewable portfolio standards and decreased demand for renewable energy projects could materially and adversely impact our future results of operations, financial condition, cash flows and liquidity70% rewritten
  12. 12We may pursue acquisitions, which may not be successful and may divert financial and management resources. If we fail to integrate acquisitions successfully, we may experience operational challenges and risks which may have a material adverse effect on our business32% rewritten
  13. 13Technological advancements and other market developments could materially and adversely affect our business
  14. 14Systems and information technology interruptions and/or data security breaches could materially and adversely affect our operating results and ability to operate, and could result in harm to our reputation

Risks Related to Our Supply Chain, Equipment, Subcontractors and Other Parties

  1. 15Challenges relating to supply chain constraints have negatively affected, and may in the future negatively affect, our work mix and volumes, which could materially and adversely affect our results of operations overall
  2. 16Our business could be negatively affected as a result of actions of activist stockholders99% rewritten
  3. 17We are subject to the risk of changes in fuel costs, which could have a material adverse effect on our results of operations and cash flows
  4. 18An increase in the prices or availability of certain customer-provided materials and commodities used in our business could materially and adversely affect our results of operations and cash flows
  5. 19We may incur higher costs to lease, acquire and maintain equipment necessary for our operations, which could have a material adverse effect on our business, results of operations and cash flows
  6. 20Our dependence on suppliers, subcontractors and equipment manufacturers could expose us to the risk of loss in our operations, which could have a material adverse effect on our business, results of operations and cash flows
  7. 21Project performance issues, including those caused by third parties, or certain contractual obligations may result in additional costs to us, reductions or delays in revenues or the payment of penalties, including liquidated damages

Risks Related to Labor

  1. 22We depend on key personnel and we may not be able to operate and grow our business effectively if we lose the services of any of our key persons or are unable to attract and retain qualified and skilled personnel in the future
  2. 23Failure to attract and retain an appropriately qualified employee workforce could materially and adversely affect our collective operations
  3. 24Our unionized workforce and related obligations could materially and adversely affect our operations, lead to work stoppages or impact our ability to complete certain acquisitions
  4. 25We participate in multiemployer pension plans which could create additional obligations and payment liabilities

Risks Related to Our Indebtedness and Additional Capital

  1. 26Our existing indebtedness or ability to incur additional indebtedness could materially and adversely affect our businesses and our ability to meet our obligations and pay dividends
  2. 27We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
  3. 28Our variable rate indebtedness subjects us to interest rate risk and could have a material adverse effect on us32% rewritten
  4. 29We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives
  5. 30We may not be able to compete for, or work on, certain projects if we are not able to obtain necessary bonds, letters of credit, bank guarantees or other financial assurances
  6. 31A downgrade in our debt rating could restrict our ability to access the capital markets

Risks Related to Accounting Estimates, Judgments, Timing and Impacts Related to Taxation

  1. 32Our financial results are based upon estimates and assumptions that may differ from actual results
  2. 33Our goodwill and other assets have been subject to impairment and may continue to be subject to impairment in the future
  3. 34Changes in applicable tax laws and regulations could adversely affect our business44% rewritten
  4. 35Our tax burden could increase as a result of ongoing or future tax audits

Risks Related to our Relationship with Southwest Gas Holdings

  1. 36We may be subject to certain contingent tax liabilities of Southwest Gas Holdings for taxable years in which we were a member of its consolidated groupNew
  2. 37Potential indemnification liabilities to Southwest Gas Holdings pursuant to the Separation Agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows
  3. 38We may have received better terms from unaffiliated third parties than the terms we received in our agreements with Southwest Gas Holdings
  4. 39Our ability to use our net operating loss carryforwards and other tax attributes may be limited due to certain provisions of the Internal Revenue Code or state tax lawNew

Financial, Economic, Environmental and Market Risks

  1. 40Certain of our costs, such as operating expenses and interest expenses, could be adversely impacted by periods of heightened inflation, which could have a material adverse effect on our results of operations29% rewritten
  2. 41central bank efforts to mitigate inflation could also cause uncertainty for our customers and affect the level of their project activity, which could also adversely affect our profitability and cash flowsNew
  3. 42Our customers’ budgetary constraints, regulatory support or decisions, and financial condition could materially and adversely impact work awarded
  4. 43Unfavorable economic, market or regulatory conditions affecting the financial services industry or capital investment could reduce capital expenditures in the industries we serve or could otherwise materially and adversely affect our customers, which could result in decreased demand for our services
  5. 44We are subject to risks associated with climate change, and weather conditions in our operating areas can materially and adversely affect operations, financial position, and cash flows29% rewritten
  6. 45Risks associated with operating in the Canadian market could restrict our ability to expand and materially harm our business and prospects53% rewritten

Regulatory, Legislative and Legal Risks

  1. 46In the ordinary course of our business, we may become subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, results of operations and cash flows69% rewritten
  2. 47others take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our joint venture partners, equity investments, customers or other third partiesNew
  3. 48Our failure to recover adequately on claims against project owners, subcontractors or suppliers for payment or performance could have a material adverse effect on our financial results
  4. 49The nature of our business exposes us to potential liability for warranty claims and faulty engineering, which may reduce our profitability
  5. 50Many of our customers are regulated by federal and state government agencies and the addition of new regulations or changes to existing regulations may adversely impact demand for our services and the profitability of those services
  6. 51Legislative or regulatory actions relating to natural gas and electricity transmission and distribution may impact demand for our services
  7. 52Our failure to comply with environmental and other laws and regulations could result in significant liabilities69% rewritten

Risks Related to Ownership of Our Common Stock

  1. 53The price of our common stock may fluctuate significantlyNew
  2. 54If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock may be materially and adversely affected and we may suffer harm to our reputation24% rewritten
  3. 55Future sales by the Icahn Group and other holders of shares of our common stock, or the perception that such sales may occur, could cause the price of our common stock to decline, potentially materially90% rewritten
  4. 56The market price of shares of our common stock may be volatile, which could cause the value of our stockholders’ investment to decline, potentially significantly
  5. 57We do not intend to pay dividends on our common stock for the foreseeable future
  6. 58Our stockholders’ percentage ownership in us may be diluted in the future
  7. 59Certain provisions in our Charter and Bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could have a material adverse effect on the trading price of our common stock29% rewritten
  8. 60The existence of this provision is expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for the shares of our common stock held by our stockholders58% rewritten

Other Centuri Holdings 10-Ks

  • FY2024 10-K risk factors
    71 risks

    Concentrated utility customer base drives high reliance on master service agreements and fixed-price contracts. Substantial union workforce obligations and heavy debt burden dictate operational flexibility. CEO transition and historical goodwill impairments highlight past execution challenges.

    Filed Feb 26, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.