STOCK TITAN

Matrix Service (NASDAQ: MTRX) cash-settled RSUs drive share disposals

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MATRIX SERVICE CO (MTRX) reported a series of Form 4 transactions by Justin D. Sheets, SVP, Enterprise Services, involving cash-settled Restricted Stock Units (RSUs) economically equivalent to common stock. On August 27, 29 and 30, 2026, RSUs covering a total of 10,184 units were exercised or converted into associated common stock entries, while the corresponding RSU derivative entries were reported as disposed. Multiple non-derivative entries show dispositions of common stock back to the issuer at $10.83 and $10.91 per share. Additional Form 4 entries with code F document 3,802 shares delivered or withheld to satisfy tax obligations upon vesting of stock-based awards, as described in the footnotes. All RSUs referenced are stated to be settled solely in cash when vested.

Positive

  • None.

Negative

  • None.
Insider SHEETS JUSTIN D
Role SVP, Enterprise Services
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F6 2,576 $0.00 $0.00
Exercise Common Stock F1 2,576 -- --
Disposition Common Stock 2,576 $10.83 $28K
Tax Withholding Common Stock F2 962 $10.83 $10K
Exercise Restricted Stock Units F1, F5 3,482 $0.00 $0.00
Exercise Common Stock F1 3,482 -- --
Disposition Common Stock 3,482 $10.83 $38K
Tax Withholding Common Stock F2 1,300 $10.83 $14K
Exercise Restricted Stock Units F1, F3 2,429 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 1,697 $0.00 $0.00
Exercise Common Stock F1 2,429 -- --
Disposition Common Stock 2,429 $10.91 $27K
Tax Withholding Common Stock F2 907 $10.91 $10K
Exercise Common Stock F1 1,697 -- --
Disposition Common Stock 1,697 $10.91 $19K
Tax Withholding Common Stock F2 633 $10.91 $7K
Holdings After Transaction: Restricted Stock Units — 13,429 shares (Direct); Common Stock — 69,474 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. Shares disposed to satisfy tax obligation due on vest date for Stock-Settled Restricted Stock Units.
  3. F3. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2025 to August 27, 2028.
  4. F4. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2026 to August 27, 2029.
  5. F5. 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. F6. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 30, 2023 to August 30, 2026.
Restricted Stock Units exercised 10,184 units Total derivative exercises (M/C/X) reported in transaction summary
Shares delivered or withheld for tax obligations 3,802 shares Code F transactions for payment of tax liability
Disposition price per share $10.83 per share Common stock dispositions to issuer and tax-withholding entries
Disposition price per share $10.91 per share Common stock dispositions to issuer and tax-withholding entries
RSU tranche vesting schedule (example) 25% per year from August 27, 2025 to August 27, 2028 Service-based award of cash-settled Restricted Stock Units (F3)
RSU tranche vesting schedule (example) 25% per year from August 27, 2026 to August 27, 2029 Service-based award of cash-settled Restricted Stock Units (F4)
Restricted Stock Units financial
"Each Restricted Stock Unit is the economic equivalent of one share..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Cash-Settled Restricted Stock Units financial
"For this service-based award of Cash-Settled Restricted Stock Units..."
Disposition to issuer financial
"transaction_action": "issuer disposition""
Payment of tax liability by delivering or withholding securities financial
"transaction_code_description": "Payment of tax liability by delivering..."
Rule 10b5-1 regulatory
"aff_10b5_one is the filing's document-level Rule 10b5-1 checkbox"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What did insider Justin D. Sheets report trading in MTRX on this Form 4?

Justin D. Sheets reported exercises of 10,184 cash-settled Restricted Stock Units economically equivalent to Matrix Service common stock, along with multiple dispositions of common stock to the issuer and share withholdings to cover tax obligations between August 27 and 30, 2026.

What prices are associated with the MTRX common stock dispositions?

Common stock dispositions reported by Justin D. Sheets were recorded at per-share prices of $10.83 and $10.91, in multiple entries coded as dispositions to the issuer and tax-withholding transactions on August 27–30, 2026.

How many MTRX shares were withheld for taxes in these transactions?

Code F entries show that 3,802 shares of Matrix Service common stock were delivered or withheld to satisfy tax obligations related to vesting of stock-based awards, consistent with footnote language describing shares disposed to cover tax obligations.

Are the RSUs in this MTRX Form 4 stock-settled or cash-settled?

Footnote F1 states that each Restricted Stock Unit is the economic equivalent of one share of Matrix Service common stock and that all such RSUs are settled solely in cash when vested, even though related entries reference common stock.

Were the MTRX insider transactions reported under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is marked false, indicating it does not affirm that these transactions were executed pursuant to a Rule 10b5-1 trading arrangement in that checkbox field.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
SHEETS JUSTIN D

(Last)(First)(Middle)
15333 JOHN F KENNEDY BOULEVARD
SUITE 400

(Street)
HOUSTON TEXAS 77032

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MATRIX SERVICE CO [ MTRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Enterprise Services
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/27/2026M2,429A(1)75,705D
Common Stock08/27/2026D2,429D$10.9173,276D
Common Stock08/27/2026F907(2)D$10.9172,369D
Common Stock08/27/2026M1,697A(1)74,066D
Common Stock08/27/2026D1,697D$10.9172,369D
Common Stock08/27/2026F633(2)D$10.9171,736D
Common Stock08/29/2026M3,482A(1)75,218D
Common Stock08/29/2026D3,482D$10.8371,736D
Common Stock08/29/2026F1,300(2)D$10.8370,436D
Common Stock08/30/2026M2,576A(1)73,012D
Common Stock08/30/2026D2,576D$10.8370,436D
Common Stock08/30/2026F962(2)D$10.8369,474D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)08/27/2026M2,42908/27/2025(3)08/27/2028Common Stock2,429$04,857D
Restricted Stock Units(1)08/27/2026M1,69708/27/2026(4)08/27/2029Common Stock1,697$05,090D
Restricted Stock Units(1)08/29/2026M3,48208/29/2024(5)08/29/2027Common Stock3,482$03,482D
Restricted Stock Units(1)08/30/2026M2,57608/30/2023(6)08/30/2026Common Stock2,576$00D
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. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2025 to August 27, 2028.
4. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2026 to August 27, 2029.
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, 2023 to August 30, 2026.
Remarks:
Justin D. Sheets08/31/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)