| 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:
Southwest Gas Holdings, Inc. |
| (b) | Address or principal business office or, if none, residence:
8360 S. Durango Dr. Post Office Box 98510, Las Vegas, Nevada 89113 |
| (c) | Citizenship:
Delaware |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information set forth in the cover page of this Schedule 13G is incorporated herein by reference.
The percentage ownership reflected in line 11 in the cover page of this Schedule 13G is based on 88,649,154 shares of Common Stock outstanding as of August 6, 2025, as reported as reported by the Issuer in its final prospectus dated August 7, 2025 and filed with the Securities and Exchange Commission on August 8, 2025 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. |
| (b) | Percent of class:
30.9 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
27,362,210.00
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
27,362,210.00
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)