Matrix Service (MTRX) Insider Grants: 6,787 RSUs Awarded; Tax‑Related Share Sales Reported

Rhea-AI Filing Summary

Matrix Service Co insider Nancy E. Austin, Vice President and Chief Administrative Officer, reported multiple equity transactions on 08/27/2025. She received 6,787 restricted stock units (RSUs) that vest 25% annually over four years and are cash-settled, and an additional 2,429 RSUs under a service-based award that vests 25% annually from 08/27/2025 to 08/27/2028. To cover tax obligations on stock-settled RSUs, she disposed of 2,429 shares and a further 706 shares were sold for tax withholding at $15.37 per share. Following these transactions, she beneficially owned 99,037 shares directly.

Positive

• Long‑term alignment: 6,787 and 2,429 RSU grants vesting 25% annually create retention incentives
• Cash‑settled award: Larger RSU grant is cash‑settled on vesting, limiting share dilution

Negative

• Insider sale: Disposition of 2,429 shares and 706 shares for tax withholding could be viewed as insider selling, though disclosed as tax‑related
• Immediate dilution of economic ownership: Cash settlement creates compensation expense even if it limits share count growth

Insights

Compensation Analyst

TL;DR New time‑vesting RSU awards align the executive with shareholder value but are cash‑settled, limiting direct equity dilution.

The 6,787 and 2,429 RSU grants vest 25% annually over four years, which creates ongoing retention incentives. The filings state the larger grant is cash‑settled on vesting while one award appears stock‑settled (requiring share delivery and partial share disposition to cover taxes). Cash settlement means the executive receives the economic equivalent of shares rather than new stock issuance at vesting, which limits share count expansion but still creates a compensation expense. The disposals (2,429 and 706 shares) were executed to satisfy tax withholding, a routine practice. Overall, the grants are standard long‑term incentive design with modest near‑term share movement.

Corporate Governance Expert

TL;DR Routine insider award and sell‑to‑cover activity; not a governance red flag based on the filing.

The report shows an officer receiving time‑based awards and completing share dispositions to meet tax obligations. Transaction codes include awards (A), delivery of shares for tax (F) and a market sale (D) of 2,429 shares at $15.37, reflecting typical post‑grant mechanics. Beneficial ownership after transactions is 99,037 shares, indicating continued substantial ownership. The filing contains no indication of prearranged trading plans or unusual timing. From a governance perspective, disclosures are complete and consistent with standard board‑approved compensation practices.

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
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^*

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)
08/27/2025

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		6,787(1)	A	$0	99,743	D
COMMON STOCK	08/27/2025		M		2,429	A	(2)	102,172	D
COMMON STOCK	08/27/2025		D		2,429	D	$15.37	99,743	D
COMMON STOCK	08/27/2025		F		706(3)	D	$15.37	99,037	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		6,787(4)		08/27/2026	08/27/2029	COMMON STOCK	6,787	$0	6,787	D
RESTRICTED STOCK UNITS	(2)	08/27/2025		M			2,429	08/27/2025(5)	08/27/2028	COMMON STOCK	2,429	$0	7,286	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:

	Nancy E. Austin	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.
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 RSU awards did Nancy E. Austin receive in the Form 4 for MTRX?

She received 6,787 restricted stock units (cash‑settled) and 2,429 restricted stock units (service‑based), each vesting 25% annually over four years.

Why were shares disposed of according to the Form 4 filing?

The filing states shares were disposed to satisfy tax obligations on vesting stock‑settled restricted stock units; 2,429 shares were sold and 706 shares were disposed for tax withholding.

At what price were the disposed shares sold?

The market sale reported in the filing shows a price of $15.37 per share for the disposed shares.

How many shares does Nancy E. Austin beneficially own after these transactions?

The filing reports she beneficially owns 99,037 shares following the reported transactions.

Are the RSUs stock‑settled or cash‑settled?

The filing indicates the 6,787‑unit grant is cash‑settled; another award description indicates some RSUs are stock‑settled and required share delivery for taxes.