Centuri Holdings Inc. has announced a significant new material agreement as part of a concurrent private placement. The company has entered into a Registration Rights Letter Agreement with the Icahn Investors, granting them certain resale registration rights. Under the terms of this agreement, Centuri Holdings has committed to register the resale of shares sold to the Icahn Investors by no later than 181 days after May 22, 2025. This follows the closing of a previous private placement of Centuri Common Stock. The registration allows the Icahn Investors to sell shares from time to time under the resale registration statement, although they do not have rights for demand underwritten offerings or "piggyback" registration. This development is in conjunction with an underwriting agreement with J.P. Morgan Securities LLC, aimed at further facilitating the offering process.