CTRICenturi Holdings, Inc.

Natural Gas Transmisison & Distribution

Revenue: $3.0B; 13% YoY
Operating margin: 3.1%; 5.4% YoY
EBITDA: $204M; 4.5% YoY
Market cap: $2.2B
Employees: 9,600; $311K revenue each
Net debt / EBITDA: 3.2×; $654M net debt
AI in 10-K: 0.4; mentions per 10K words

Takeover score 5 of 13

Fixable underperformance 1 of 7

TSR below peersNo
2 of 2 years
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
349% of net income
Cash flow under 80% of net income
Dilutive SBCNo
0% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
0% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
16% of assets
Over 40% of assets
Shareholder dissentYes
80% lowest support
Any vote under 80% support

Buyer economics 3 of 4

Low revenue per employeeYes
$311K · 6th pct
Bottom quartile of its SIC industry
Quiet on AIYes
0.4 per 10K words · 18th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
3.2× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedYes
$2.2B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DYes
1 filing
Active-intent 13D in 18 months
Net insider sellingNo
$75M net
Net sales over $10M in 12 months

Financials

Metric	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$2.9B	$2.6B	$3.0B	13%
Operating income	−$78M	$87M	$93M	7.0%
Net income	−$186M	−$7M	$22M	433%
Operating cash flow	$167M	$158M	$78M	51%
Capex	$107M	$99M	$86M	13%
Stock-based comp	$2M	$2M	$8M	262%
Dividends	$15M	$0	—

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Nov 13, 2025	ICAHN CARL C	SCHEDULE 13D	14.4%	Active

Insider trading

Open-market buys, 12 mo: $75M · 2
Open-market sells, 12 mo: $174K · 1
Net: $75M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	—	—	112	241
FY2024	—	—	85	140