XML 40 R25.htm IDEA: XBRL DOCUMENT v3.25.4
Related Parties
 12 Months Ended
Dec. 28, 2025
Related Party Transactions [Abstract]  
Related Parties Related Parties
Southwest Gas Holdings

Overview

As discussed in “Note 1 — Description of Business,” Southwest Gas Holdings was the Company’s former parent and held a controlling interest in the Company until August 11, 2025, when its ownership decreased to 31% following the August sell-down. On September 5, 2025, Southwest Gas Holdings sold all of its remaining ownership interest in the Company. Southwest Gas Holdings’ chief executive officer and director continues to serve as a director on the Company’s Board.

Related party transactions

The Company performs various construction services for Southwest Gas Corporation, a wholly owned subsidiary of Southwest Gas Holdings. The following table represents the Company’s revenue in dollars and as a percentage of total
revenue as well as gross profit in dollars and as a percentage of total gross profit relating to contracts with Southwest Gas Corporation (in thousands):

Fiscal Year Ended
December 28, 2025December 29, 2024December 31, 2023
Revenue$97,588 3%$106,835 4%$116,431 4%
Gross Profit$6,617 3%$10,022 5%$11,017 4%

As of December 28, 2025 and December 29, 2024, approximately $11.9 million (4%) and $9.6 million (3%), respectively, of the Company’s accounts receivable, and $0.7 million and $2.6 million, respectively, of contract assets, were related to contracts with Southwest Gas Corporation. There were no significant related party contract liabilities as of December 28, 2025 or December 29, 2024 with Southwest Gas Corporation.

Additionally, certain costs incurred by Southwest Gas Holdings were historically allocated to Centuri and settled in cash during the normal course of operations. The Company recorded allocated costs of $0.5 million and $1.3 million for the fiscal years ended December 29, 2024 and December 31, 2023, respectively, and de minimis costs in the fiscal year ended December 28, 2025. These costs are recorded within selling, general and administrative expenses on the Company’s consolidated statements of operations.

Agreements related to the Separation

In connection with the Separation and the Centuri IPO, Holdings entered into several agreements with Southwest Gas Holdings on April 11, 2024, governing the relationship of the two parties following the Separation and Centuri IPO. The Final Disposition resulted in the termination of certain of Southwest Gas Holdings’ rights under these agreements. These agreements are summarized below:

•Separation Agreement: Sets forth the agreements with Southwest Gas Holdings regarding the principal actions to be taken in connection with the Separation and govern, among other matters, (1) the allocation of assets and liabilities to Centuri and Southwest Gas Holdings (including Centuri’s indemnification obligations, for potentially uncapped amounts, for certain liabilities relating to Centuri’s business activities), (2) certain matters with respect to the Centuri IPO and subsequent disposition transactions by Southwest Gas Holdings, and (3) Southwest Gas Holdings’ right to receive certain information. Southwest Gas Holdings’ right to designate members to the Holdings’ Board and approve certain Company actions terminated as a result of the Final Disposition.

•Tax Matters Agreement: Sets forth responsibilities and obligations with respect to all tax matters, including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to Holdings’ business and taxes arising, under certain circumstances, in connection with the Separation), tax attributes, tax contests and tax returns (including Centuri’s inclusion in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with Southwest Gas Holdings for applicable tax periods following the Separation, and Centuri’s continuing joint and several liability with Southwest Gas Holdings for such tax returns). As of December 28, 2025, no amounts were owed between the two parties, and as of December 29, 2024, $0.6 million was due from the Company to Southwest Gas Holdings related to income taxes.

•Registration Rights Agreement: Granted to Southwest Gas Holdings certain registration rights with respect to the CTRI shares owned by Southwest Gas Holdings following the Centuri IPO. This agreement terminated upon Southwest Gas Holdings’ sale of its remaining ownership interest on September 5, 2025.

On February 24, 2025, the Company entered into an Unutilized Tax Assets Settlement Agreement (the “Tax Assets Agreement”) with Southwest Gas Holdings. The Tax Assets Agreement addresses the Company’s arrangements with Southwest Gas Holdings with respect to certain unutilized tax assets (the “Tax Assets”) that the Company has retained following deconsolidation from Southwest Gas Holdings for purposes of U.S. federal and relevant state income tax laws. Under the terms of the Tax Assets Agreement, the balance of the Tax Assets at tax deconsolidation, subject to true-up, and including the impact of any payments or deemed payments made by Southwest Gas Holdings in respect of the Tax Assets were treated as deemed capital contributions and recorded within additional paid-in capital, which resulted in an increase in Southwest Gas Holdings’ basis in its ownership of the Company’s common stock. The deemed capital contributions did not require any cash payment from the Company and had no impact on the Company’s liquidity or financial condition. As Southwest Gas Holdings no longer owns shares of the Company’s common stock, the Company will no longer be included in Southwest Gas Holdings’ U.S. federal and state income tax returns. However, Tax Assets allocated to the Company
remain subject to true-up until after Southwest Gas Holdings’ U.S. federal and state tax returns for tax year 2025 are filed, with any changes after deconsolidation impacting the consolidated statements of operations. Refer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Income Taxes” for additional details.
Riggs Distler noncontrolling interest

In November 2021, certain members of Riggs Distler management acquired a 1.42% interest in the parent company of Riggs Distler, Drum Parent LLC (“Drum”). The remaining noncontrolling interest in Drum outstanding as of December 28, 2025 was 0.80%.

Former chief executive officer relationship with customer
The Company’s former chief executive officer and former member of the Company’s Board began serving as the chief executive officer and president of a customer of the Company in August of 2024, and at the time was still serving as a director on the Company’s Board. Revenue with this customer for the fiscal year ended December 29, 2024 was $143.7 million. As of December 29, 2024, approximately $26.5 million (9%), and $26.0 million (11%) of the Company’s accounts receivable and contract assets, respectively, were related to contracts with this customer. There were no significant contract liabilities as of December 29, 2024 with this customer. This customer ceased to be a related party in December 2024 when the Company’s former chief executive officer resigned from the Company’s Board.