Matrix Service (MTRX) Officer Receives RSUs; Sold Shares to Cover Taxes

Rhea-AI Filing Summary

Douglas J. Montalbano, President, Matrix NAC and an officer of Matrix Service Company (MTRX), reported multiple equity-related transactions on 08/27/2025. The Form 4 shows the grant of 7,909 restricted stock units (RSUs) (cash-settled, vesting 25% annually beginning 08/27/2026) and an award of 2,462 RSUs (service-based cash-settled, 25% vesting annually from 08/27/2025 to 08/27/2028). Some shares were sold to satisfy withholding/tax obligations: 2,462 shares sold at $15.37 and 1,058 shares sold at $15.37. After the reported activity, the filing shows 55,843 shares of common stock beneficially owned by the reporting person.

Positive

• Clear disclosure of RSU grant sizes, vesting schedules, and cash settlement terms
• Transactions explained — share disposals explicitly noted as tax withholding to satisfy obligations
• Post-transaction beneficial ownership is reported (55,843 shares), improving transparency

Negative

• No open-market purchase activity—grants are compensation-related rather than investment by the officer
• Cash settlement of RSUs means dilution/economic impact differs from share issuance, which may be less favorable to equity holders

Insights

Securities Analyst

TL;DR: Officer received time‑vesting RSUs and disposed of shares to cover tax withholding, leaving ~55.8k common shares.

The filing documents compensation-related equity grants rather than open‑market purchases: a 7,909 RSU grant with a four‑year annual vesting schedule and a 2,462 RSU service award with staged vesting from 2025–2028. Dispositions of 2,462 and 1,058 shares at $15.37 are explicitly described as satisfying tax obligations. Reporting shows total beneficial ownership reported as 55,843 shares following these transactions. For investors, this is routine officer compensation and tax‑related share withholding, not an open‑market investment signal.

Corporate Governance Expert

TL;DR: Compensation committee actions reflected by structured RSU grants; vesting and cash settlement terms are clearly disclosed.

The Form 4 provides clear disclosure of the nature and settlement terms of the awards: RSUs are cash‑settled and are described as economic equivalents of common shares, with specified vesting anniversaries and settlement windows. The filing identifies the reporting person’s role as President, Matrix NAC, aligning the grants with executive compensation practices. Disposals to satisfy tax withholding are noted, and the Form includes post‑transaction beneficial ownership figures for transparency.

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

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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^*

MONTALBANO DOUGLAS J

(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)
	President, Matrix NAC

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		7,909(1)	A	$0	56,901	D
COMMON STOCK	08/27/2025		M		2,462	A	(2)	59,363	D
COMMON STOCK	08/27/2025		D		2,462	D	$15.37	56,901	D
COMMON STOCK	08/27/2025		F		1,058(3)	D	$15.37	55,843	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		7,909(4)		08/27/2026	08/27/2029	COMMON STOCK	7,909	$0	7,909	D
RESTRICTED STOCK UNITS	(2)	08/27/2025		M			2,462	08/27/2025(5)	08/27/2028	COMMON STOCK	2,462	$0	7,383	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:

	Douglas J. Montalbano	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 equity awards did Douglas J. Montalbano report for MTRX on 08/27/2025?

The Form 4 reports a grant of 7,909 restricted stock units (RSUs) and a service-based grant of 2,462 RSUs on 08/27/2025.

How and when do the RSUs granted to MTRX's officer vest?

The 7,909 RSUs vest 25% annually starting 08/27/2026; the 2,462 service-based RSUs vest 25% annually from 08/27/2025 to 08/27/2028.

Did the reporting person sell any MTRX shares and at what price?

Yes. The filing shows dispositions of 2,462 shares and 1,058 shares, each reported with a sale price of $15.37, to satisfy tax obligations.

What is Douglas J. Montalbano's reported beneficial ownership after these transactions?

The Form 4 reports 55,843 shares of common stock beneficially owned following the reported activity.

Are the RSUs settled in stock or cash according to the filing?

The filing states these RSUs are cash-settled—each unit is the economic equivalent of one common share and will be settled solely in cash when vested.