Matrix Service (MTRX) Form 4: Austin Converts PSUs, Sells Shares for Taxes
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | RESTRICTED STOCK UNITS | 2,162 | $0.00 | -- |
| Exercise | RESTRICTED STOCK UNITS | 2,577 | $0.00 | -- |
| Exercise | COMMON STOCK | 2,162 | $0.00 | -- |
| Disposition | COMMON STOCK | 2,162 | $15.13 | $33K |
| Tax Withholding | COMMON STOCK | 629 | $15.13 | $10K |
| Exercise | COMMON STOCK | 2,577 | $0.00 | -- |
| Disposition | COMMON STOCK | 2,577 | $15.13 | $39K |
| Tax Withholding | COMMON STOCK | 749 | $15.13 | $11K |
| Grant/Award | COMMON STOCK | 22,471 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 8,786 | $15.13 | $133K |
| Exercise | RESTRICTED STOCK UNITS | 3,483 | $0.00 | -- |
| Exercise | COMMON STOCK | 3,483 | $0.00 | -- |
| Disposition | COMMON STOCK | 3,483 | $15.13 | $53K |
| Tax Withholding | COMMON STOCK | 1,013 | $15.13 | $15K |
Footnotes (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. SHARES DISPOSED TO SATISFY TAX OBLIGATION DUE ON VEST DATE FOR STOCK-SETTLED RESTRICTED STOCK UNITS. SHARES RECEIVED ON CONVERSION OF PERFORMANCE STOCK UNIT AWARD AS PREDETERMINED MARKET-BASED CRITERIA WAS MET. SHARES DISPOSED TO SATISFY TAX OBLIGATION DUE ON VEST DATE FOR STOCK-SETTLED PERFORMANCE STOCK UNITS. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 29, 2024 TO AUGUST 29, 2027. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 30, 2022 TO AUGUST 30, 2025. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 30, 2023 TO AUGUST 30, 2026.
