| Item 1. | |
| (a) | Name of issuer:
Centuri Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027 |
| Item 2. | |
| (a) | Name of person filing:
The persons filing this statement are Icahn Enterprises L.P. ("Icahn Enterprises") and Carl C. Icahn (collectively, the "Reporting Persons").
Icahn Enterprises owns the Shares reported herein indirectly through its subsidiary entities Icahn Partners LP and Icahn Partners Master Fund LP. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160. |
| (c) | Citizenship:
Icahn Enterprises is a Delaware master limited partnership. Carl C. Icahn is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
155923105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The Reporting Persons have sole voting and sole dispositive power with regard to 7,977,377 Shares. |
| (b) | Percent of class:
As of August 6, 2025, the Reporting Persons may be deemed to beneficially own in the aggregate 7,977,377 Shares, representing approximately 9.0% of the Issuer's outstanding Shares (based on 88,649,154 Shares outstanding as of July 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission on August 6, 2025). |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
|
| | (ii) Shared power to vote or to direct the vote:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
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| | (iii) Sole power to dispose or to direct the disposition of:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
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| | (iv) Shared power to dispose or to direct the disposition of:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)