Are there any lock‑up or registration rights agreements that could influence future share sales? | SWX (Aug 07, 2025) | Candlesense

Are there any lock‑up or registration rights agreements that could influence future share sales?

Short answer:

The press release you quoted does not contain any specific language about lock‑up periods or registration‑rights agreements that would affect later sales of the Centuri shares being offered. Consequently, from the information publicly disclosed in the announcement, we cannot identify any such covenants.


Why the answer is limited to ā€œno explicit mentionā€

Element in the release What the release says Interpretation
Nature of the transaction ā€œunderwritten secondary public offering of Centuri Holdings, Inc. common stockā€ Announces the start of an offering, but does not detail the underwriting agreement.
Participants Southwest Gas Holdings (the ā€œCompanyā€) and Centuri (the ā€œIssuerā€) Indicates the seller (Centuri) and the underwriters, but no shareholder‑level terms are disclosed.
Legal/Regulatory filings The release typically points investors to the prospectus/SEC filing for the full terms. The press‑release summary intentionally omits the fine‑print (lock‑up, registration rights, etc.).
Lock‑up or registration rights language Absent No clause, no reference to any ā€œlock‑up period,ā€ ā€œregistration rights agreement,ā€ or ā€œsales restriction.ā€

Press releases of this type normally give a high‑level overview and direct readers to the filing (e.g., the S‑1 Registration Statement, prospectus supplement, or Form 8‑K) for the exact contractual terms. Since the excerpt you provided does not include those details, we cannot confirm the existence—or the absence—of any lock‑up or registration‑rights provisions.


What lock‑up and registration‑rights provisions usually look like in a secondary offering

Provision Typical purpose Typical duration / effect How it could affect future sales
Lock‑up agreement Prevents insiders or large shareholders from selling additional shares for a set period after the offering. 30‑180 days (sometimes longer) after the closing date. Limits the supply of shares in the market, potentially supporting price stability; sellers must wait until the lock‑up expires before dumping more shares.
Registration rights agreement Gives the selling shareholders the right (or sometimes the obligation) to have any future sales of their shares registered with the SEC. May require the issuer to file a registration statement within a specified number of days after a ā€œsales noticeā€ is given. Allows the shareholder to sell additional shares in the future, but often involves a ā€œpig‑gy‑backā€ right for the underwriters and may include ā€œco‑saleā€ or ā€œstand‑byā€ obligations.
Pig‑gy‑back (or ā€œco‑saleā€) rights Lets the underwriters sell a portion of any future block‑trade by the selling shareholder. Usually triggered whenever the shareholder sells more than a certain amount (e.g., >5 % of the float). Provides the underwriters a chance to participate in future sales, potentially diluting the market impact for the original seller.
Stand‑by underwriting Underwriters agree to purchase any unsold portion of the registration statement. Often tied to a ā€œfull‑ratchetā€ or ā€œprice‑adjustmentā€ clause. Gives the seller confidence that the offering can be completed, but may affect the pricing of any subsequent sales.

Impact on future share sales:

- If a lock‑up exists, the selling shareholder (Centuri, its insiders, or any large investors) would be prohibited from disposing of additional shares until the lock‑up expires. That could delay or stagger future market liquidity.

- If registration‑rights are in place, the shareholder can later register and sell additional shares, but must follow the timing and procedural requirements spelled out in the agreement (notice periods, filing deadlines, etc.). The underwriters typically receive ā€œpig‑gy‑backā€ rights, meaning they may be entitled to a portion of any subsequent sales, which can affect the net proceeds the shareholder receives.


How to verify whether such agreements exist for this offering

  1. Read the S‑1 Registration Statement / Prospectus Supplement

    • The filing (available on the SEC’s EDGAR system) will include a section titled ā€œLock‑up Agreementsā€ or ā€œRegistration Rights Agreement.ā€
    • Look for tables that list each selling shareholder, the number of shares they are selling, and any lock‑up periods that apply.
  2. Check the Underwriting Agreement (often attached as an Exhibit)

    • The agreement between Centuri (or Southwest Gas Holdings) and the underwriters (e.g., Goldman Sachs, Morgan Stanley) will spell out any lock‑up covenants, pig‑gy‑back rights, and registration‑rights provisions.
  3. Review Any Form 8‑K or 6‑K Filings

    • Companies sometimes file a separate 8‑K to disclose the execution of lock‑up or registration‑rights agreements after the initial press release.
  4. Contact Investor Relations

    • The press release provides a contact point. Investor relations can confirm whether any lock‑up or registration‑rights terms are applicable and, if so, their duration.

Bottom‑line answer for the asked question

  • Based on the press release you provided, there is no mention of lock‑up periods or registration‑rights agreements.
  • Therefore, we cannot state from this information alone that any such agreements exist that would influence future share sales.
  • To determine definitively whether any lock‑up or registration‑rights provisions apply, you should examine the official SEC offering documents (S‑1, prospectus supplement, underwriting agreement) or request clarification from Centuri’s investor‑relations team.

If you retrieve those filings and see, for example, a 90‑day lock‑up for certain insiders, that would directly affect when those shareholders could sell additional shares. Likewise, a registration‑rights clause would give those shareholders the ability (and the associated procedural steps) to register future sales. Until those documents are reviewed, the existence and impact of such covenants remain unknown.