Matrix Service (MTRX) CEO Reports RSU Vesting and $15.13 Sales

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

John R. Hewitt, President & CEO and a director of Matrix Service Company (MTRX), reported multiple transactions on Form 4 for 08/29/2025–08/30/2025. Mr. Hewitt received cash-settled restricted stock units (RSUs) and converted a performance stock unit award into 143,805 shares credited at $0. Several stock dispositions occurred to satisfy tax withholding on vesting and RSU settlements, and routine open-market sales at $15.13 per share reduced his direct holdings. Following these transactions, he beneficially owned 681,224 shares at one point and reported other post-transaction holdings as shown on the form.

Positive

Large performance award converted: 143,805 shares credited from performance stock unit conversion, indicating attainment of predetermined market-based criteria as stated
Detailed disclosure of award vesting schedules: RSU awards include clear vesting timelines (25% annually) for the listed grant cohorts

Negative

Significant share dispositions: Multiple disposals including sales at $15.13 and shares surrendered to satisfy tax obligations reduced direct holdings
Cash-settled RSUs: All RSUs are settled solely in cash when vested, so equity dilution is described but actual issuance is cash-settled per the form

Insights

TL;DR: CEO reported awards vesting and tax-withholding sales plus a large performance award conversion; typical for executive compensation, not a definitive signal about company performance.

The Form 4 documents several service-based and performance-based equity award events: cash-settled restricted stock units vesting and a performance stock unit conversion delivering 143,805 shares (reported as received at $0), together with disposals to satisfy tax obligations and open-market sales at $15.13. These are compensation-related transactions rather than ordinary insider-driven strategic purchases or sales. The disclosures are consistent with routine equity award vesting and required tax-withholding actions; they materially change the CEO's reported beneficial ownership counts but do not, by themselves, disclose operational or financial performance details.

TL;DR: Multiple grant vestings and conversions altered reported holdings; reported sales at $15.13 were for tax or settlement, not clearly investment-driven.

The filing lists vesting of cash-settled RSUs (including schedules vesting 25% annually) and conversion of a performance stock unit award into 143,805 shares. Dispositions include share transfers to satisfy tax obligations and transactions coded as sales at an executed price of $15.13. Reported post-transaction beneficial ownership figures exceed half a million shares in various lines, reflecting aggregate effects of awards and withholding sales. This is a compliance disclosure of compensation settlement activity rather than an operational update.

Insider Trade Summary

35,078 shares exercised/converted

Mixed 14 txns

Insider HEWITT JOHN R

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	RESTRICTED STOCK UNITS	9,225	$0.00	--
Exercise	RESTRICTED STOCK UNITS	10,994	$0.00	--
Exercise	COMMON STOCK	9,225	$0.00	--
Disposition	COMMON STOCK	9,225	$15.13	$140K
Tax Withholding	COMMON STOCK	3,851	$15.13	$58K
Exercise	COMMON STOCK	10,994	$0.00	--
Disposition	COMMON STOCK	10,994	$15.13	$166K
Tax Withholding	COMMON STOCK	4,589	$15.13	$69K
Grant/Award	COMMON STOCK	143,805	$0.00	--
Tax Withholding	COMMON STOCK	63,418	$15.13	$960K
Exercise	RESTRICTED STOCK UNITS	14,859	$0.00	--
Exercise	COMMON STOCK	14,859	$0.00	--
Disposition	COMMON STOCK	14,859	$15.13	$225K
Tax Withholding	COMMON STOCK	4,709	$15.13	$71K

Holdings After Transaction: RESTRICTED STOCK UNITS — 0 shares (Direct); COMMON STOCK — 555,084 shares (Direct)

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.

Form 4 Insider Transactions: What Each Field Means →

09/02/2025 - 05:12 PM

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^*

HEWITT JOHN R

(Last)

(First)

(Middle)

15 EAST 5TH STREET

SUITE 1100

(Street)

TULSA

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	08/29/2025		M		14,859	A	⁽¹⁾	565,427	D
COMMON STOCK	08/29/2025		D		14,859	D	$15.13	550,568	D
COMMON STOCK	08/29/2025		F		4,709⁽²⁾	D	$15.13	545,859	D
COMMON STOCK	08/30/2025		M		9,225	A	⁽¹⁾	555,084	D
COMMON STOCK	08/30/2025		D		9,225	D	$15.13	545,859	D
COMMON STOCK	08/30/2025		F		3,851⁽²⁾	D	$15.13	542,008	D
COMMON STOCK	08/30/2025		M		10,994	A	⁽¹⁾	553,002	D
COMMON STOCK	08/30/2025		D		10,994	D	$15.13	542,008	D
COMMON STOCK	08/30/2025		F		4,589⁽²⁾	D	$15.13	537,419	D
COMMON STOCK	08/30/2025		A		143,805⁽³⁾	A	$0	681,224	D
COMMON STOCK	08/30/2025		F		63,418⁽⁴⁾	D	$15.13	617,806	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RESTRICTED STOCK UNITS	⁽¹⁾	08/29/2025		M			14,859	08/29/2024⁽⁵⁾	08/29/2027	COMMON STOCK	14,859	$0	29,717	D
RESTRICTED STOCK UNITS	⁽¹⁾	08/30/2025		M			9,225	08/30/2022⁽⁶⁾	08/30/2025	COMMON STOCK	9,225	$0	0	D
RESTRICTED STOCK UNITS	⁽¹⁾	08/30/2025		M			10,994	08/30/2023⁽⁷⁾	08/30/2026	COMMON STOCK	10,994	$0	10,994	D

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. SHARES RECEIVED ON CONVERSION OF PERFORMANCE STOCK UNIT AWARD AS PREDETERMINED MARKET-BASED CRITERIA WAS MET.

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

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, 2022 TO AUGUST 30, 2025.

7. 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:

	John R. Hewitt	09/02/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did John R. Hewitt report on Form 4 for MTRX?

He reported vesting and receipt of restricted stock units and a conversion of a performance stock unit into 143,805 shares, plus disposals to satisfy tax obligations and sales at $15.13.

How many shares did the performance stock unit conversion produce?

The conversion of the performance stock unit award resulted in 143,805 shares received, reported at a $0 stated price.

Were any shares sold or disposed and at what price?

Yes. The filing shows disposals and market sales at an executed price of $15.13 per share for listed transactions.

What is the nature of the RSU awards reported?

The RSUs are described as economic equivalents to one share each and are settled solely in cash when vested; some awards vest 25% annually over three to four years as specified.

What was Mr. Hewitt's reported beneficial ownership after the transactions?

Post-transaction beneficial ownership entries on the form show figures such as 681,224 shares and other totals (e.g., 617,806; 545,859) depending on the line item reported.