Matrix Service (MTRX) CFO Granted RSUs, Disposes Shares to Cover Taxes

Rhea-AI Filing Summary

Kevin S. Cavanah, VP Finance & CFO of Matrix Service Company (MTRX), reported multiple transactions on 08/27/2025. He was granted 12,035 restricted stock units (RSUs) that convert to one share each upon vesting and are cash-settled, with 25% vesting annually over four years beginning 08/27/2026. He also was granted 4,307 RSUs under a service-based award, with 25% vesting annually from 08/27/2025 to 08/27/2028; those units are cash-settled when vested. To satisfy tax obligations on a stock-settled award, he disposed of 1,597 shares and separately sold 4,307 shares at $15.37 per share. Following the transactions, his reported beneficial ownership in common stock is 189,527 shares.

Positive

• 12,035 RSU grant awarded to the CFO, reinforcing retention through a multi‑year vesting schedule
• 4,307 RSU service award granted with immediate vesting schedule beginning 08/27/2025
• RSUs are cash‑settled where specified, simplifying post‑vesting administration

Negative

• 4,307 shares sold at $15.37, reducing direct shareholdings
• 1,597 shares disposed to satisfy tax obligations on stock‑settled RSUs, further lowering holdings

Insights

Financial Analyst

TL;DR: CFO received significant time‑vested RSU awards while selling shares to cover taxes; ownership remains material.

The filing shows a compensation-driven issuance of 12,035 and 4,307 RSUs to the CFO, largely cash-settled, indicating ongoing alignment with pay-for-performance and retention via multi-year vesting. The discrete sale of 4,307 shares at $15.37 and surrender of 1,597 shares to cover taxes are routine actions tied to award settlement, not an across‑the‑board cashing out. Post‑transaction beneficial ownership of 189,527 shares remains notable relative to an officer role. No debt, options exercise, or other unusual financing events are disclosed.

Corporate Governance Expert

TL;DR: Grants follow standard executive compensation mechanics with multi‑year vesting and tax‑satisfaction dispositions.

The structure—25% annual vesting over four years and cash settlement for the RSUs—matches common retention practices. The filing explicitly states cash settlement for certain RSUs and share surrender to meet tax obligations for stock‑settled units, which is administrative and consistent with equity award plans. There are no indications of diversion from plan terms or related‑party transactions. Impact on governance is routine and procedural.

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

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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^*

Cavanah Kevin S

(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 Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		A		12,035(1)	A	$0	189,527	D
COMMON STOCK	08/27/2025		M		4,307	A	(2)	193,834	D
COMMON STOCK	08/27/2025		D		4,307	D	$15.37	189,527	D
COMMON STOCK	08/27/2025		F		1,597(3)	D	$15.37	187,930	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	(2)	08/27/2025		A		12,035(4)		08/27/2026	08/27/2029	COMMON STOCK	12,035	$0	12,035	D
RESTRICTED STOCK UNITS	(2)	08/27/2025		M			4,307	08/27/2025(5)	08/27/2028	COMMON STOCK	4,307	$0	12,921	D

Explanation of Responses:

1. RESTRICTED STOCK UNIT - EACH UNIT WILL ENTITLE THE REPORTING PERSON TO ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS GRANT, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS ON THE ANNIVERSARY DATES.

2. 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.

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

4. EACH UNIT WILL ENTITLE THE REPORTING PERSON TO THE CASH EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS GRANT, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS ON THE ANNIVERSARY DATES.

5. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 27, 2025 TO AUGUST 27, 2028.

Remarks:

	Kevin S. Cavanah	08/28/2025
	** 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.
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FAQ

What did Matrix Service Co (MTRX) insider Kevin Cavanah report on Form 4?

He reported grants of 12,035 and 4,307 restricted stock units, sales of 4,307 shares at $15.37, and surrender of 1,597 shares for taxes.

How do the RSU vesting schedules work for the awards reported by MTRX CFO?

Both grants vest 25% annually over four years; the 12,035 RSUs vest starting 08/27/2026 and the 4,307 service RSUs vest 25% annually from 08/27/2025 to 08/27/2028.

Were the reported RSUs stock‑settled or cash‑settled in the MTRX Form 4?

The 12,035 and 4,307 awards are described as cash‑settled RSUs; one award referenced stock‑settled units for which shares were surrendered to satisfy taxes.

What price were the sold shares transacted at in the MTRX Form 4 filing?

4,307 shares were sold at $15.37 per share.

How many shares does Kevin Cavanah beneficially own after the reported transactions?

He reported beneficial ownership of 189,527 shares following the transactions.