Centuri Holdings Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2024, we adopted Amendment No. 10 Restating the Centuri Group, Inc. Executive Deferred Compensation Plan (the “Amended and Restated Plan”), which amends and restates Amendment No. 09 Restating the Centuri Group, Inc. Executive Deferred Compensation Plan (the “Prior Plan”). The Amended and Restated Plan is offered to a select group of management and highly compensated employees, including our named executive officers. Under the Amended and Restated Plan, participating employees are permitted to voluntarily defer receipt of up to 80% of base salary and up to 80% of other cash compensation. Employer matching contributions in the Amended and Restated Plan are equal to the first 5% of the salary compensation deferred by the employee. The plan also allows us, at our election, to credit participant accounts with discretionary contributions. Participants are 100% vested in salary deferrals, contributions, and all earnings. Participant accounts include a return based on the performance of the underlying investment options selected. Payments from the plan are designated at each annual enrollment period based on specified triggering events and are payable by lump sum or on an annual installment basis.

The Amended and Restated Plan amends the Prior Plan to, among other things, (i) remove the Centuri Group, Inc. Executive Long Term Incentive Plan Fund as an investment option and to terminate all investment allocations to such fund; and (ii) update certain governance provisions on account of the recent initial public offering of Holdings, including establishing the Executive Deferred Compensation Plan Committee to carry out various ministerial duties associated with administering and maintaining the Amended and Restated Plan.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amended and Restated Plan, and is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is attached hereto as Exhibit 10.10 and incorporated by reference herein.

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended March 31, 2024, none of our directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).