[Form 4] Matrix Service Co Insider Trading Activity

Rhea-AI Filing Summary

Nancy E. Austin, Vice President and Chief Administrative Officer of Matrix Service Company (MTRX), reported multiple insider transactions on August 29-30, 2025. The filings show grants and vesting-related movements in restricted stock units (RSUs) and the conversion of performance stock units into 22,471 shares on August 30, 2025 after predetermined market-based criteria were met. Several disposals occurred to satisfy tax obligations at a reported sale price of $15.13 per share. The filing states that the RSUs are cash-settled when vested, and lists incremental beneficial ownership figures for each transaction line, including a reported beneficial ownership of 110,331 shares on one line following a disposal.

Positive

• Performance criteria met resulting in conversion of 22,471 performance stock units into common shares, indicating attainment of market-based goals
• Clear disclosure that restricted stock units are settled solely in cash, improving transparency on potential share issuance

Negative

• Multiple disposals of shares occurred to satisfy tax obligations, reducing the reporting person's direct shareholdings
• Sales at $15.13 were executed as part of tax-withholding, which may temporarily reduce insider-held shares reported

Insights

Financial Analyst

TL;DR: Insider received performance-based shares and settled RSUs, with partial disposals to cover taxes at $15.13 per share.

The Form 4 shows a mix of award vesting and tax-related sales rather than open-market investment decisions. The conversion of 22,471 performance stock units indicates specified market-based targets were achieved, producing an immediate increase in share holdings before tax-related dispositions. Multiple entries note disposals executed at $15.13, reflecting the price used to satisfy withholding obligations. For investors, these are routine executive compensation settlements and tax-withholding actions, not indicative of discretionary market sales.

Corporate Governance Expert

TL;DR: Transactions reflect compensation plan mechanics: performance conversion, vesting schedules, and tax withholding through share disposition.

The detailed explanations clarify award structure: cash-settled RSUs vesting over multi-year schedules and performance stock units converting upon meeting market-based criteria. The filing explicitly states RSUs are settled solely in cash, which is important for governance transparency because it means no new shares are issued for those units when they vest. Dispositions marked to satisfy tax obligations are standard practice. The sequence and disclosures comply with required Section 16 reporting and provide clear traceability of award realization and tax withholding actions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AUSTIN NANCY E

(Last) (First) (Middle)

15 EAST 5TH STREET

SUITE 1100

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MATRIX SERVICE CO [ MTRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	08/29/2025		M		3,483	A	(1)	102,520	D
COMMON STOCK	08/29/2025		D		3,483	D	$15.13	99,037	D
COMMON STOCK	08/29/2025		F		1,013(2)	D	$15.13	98,024	D
COMMON STOCK	08/30/2025		M		2,162	A	(1)	100,186	D
COMMON STOCK	08/30/2025		D		2,162	D	$15.13	98,024	D
COMMON STOCK	08/30/2025		F		629(2)	D	$15.13	97,395	D
COMMON STOCK	08/30/2025		M		2,577	A	(1)	99,972	D
COMMON STOCK	08/30/2025		D		2,577	D	$15.13	97,395	D
COMMON STOCK	08/30/2025		F		749(2)	D	$15.13	96,646	D
COMMON STOCK	08/30/2025		A		22,471(3)	A	$0	119,117	D
COMMON STOCK	08/30/2025		F		8,786(4)	D	$15.13	110,331	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RESTRICTED STOCK UNITS	(1)	08/29/2025		M			3,483	08/29/2024(5)	08/29/2027	COMMON STOCK	3,483	$0	6,964	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			2,162	08/30/2022(6)	08/30/2025	COMMON STOCK	2,162	$0	0	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			2,577	08/30/2023(7)	08/30/2026	COMMON STOCK	2,577	$0	2,576	D

Explanation of Responses:

1. EACH RESTRICTED STOCK UNIT IS THE ECONOMIC EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK. ALL RESTRICTED STOCK UNITS ARE SETTLED SOLELY IN CASH WHEN VESTED.

2. SHARES DISPOSED TO SATISFY TAX OBLIGATION DUE ON VEST DATE FOR STOCK-SETTLED RESTRICTED STOCK UNITS.

3. SHARES RECEIVED ON CONVERSION OF PERFORMANCE STOCK UNIT AWARD AS PREDETERMINED MARKET-BASED CRITERIA WAS MET.

4. SHARES DISPOSED TO SATISFY TAX OBLIGATION DUE ON VEST DATE FOR STOCK-SETTLED PERFORMANCE STOCK UNITS.

5. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 29, 2024 TO AUGUST 29, 2027.

6. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 30, 2022 TO AUGUST 30, 2025.

7. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 30, 2023 TO AUGUST 30, 2026.

Remarks:

	Nancy E. Austin	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Nancy E. Austin report on Form 4 for MTRX?

The report discloses grant and vesting-related activity in restricted stock units (RSUs) and the conversion of 22,471 performance stock units into common shares on 08/30/2025, plus related share disposals to satisfy tax obligations.

Were any shares sold and at what price according to the Form 4?

Yes. The Form 4 lists disposals executed at a reported price of $15.13 per share to satisfy tax withholding obligations.

Are the restricted stock units (RSUs) settled in stock or cash?

The filing explicitly states that all restricted stock units are settled solely in cash when vested.

How many shares resulted from the performance stock unit conversion?

The filing shows 22,471 shares received upon conversion of a performance stock unit award after predetermined market-based criteria were met.

What beneficial ownership figures are shown following the transactions?

The Form 4 reports incremental beneficial ownership figures for each transaction line; one line shows a reported beneficial ownership of 110,331 shares following a disposal entry.