Matrix Service (MTRX) Form 4: RSU awards, 2,429 shares sold to cover taxes

Rhea-AI Filing Summary

Matrix Service Co. insider Justin D. Sheets reported equity award activity and share dispositions tied to vesting and tax obligations. The report shows grant and vesting activity in both stock-settled and cash-settled restricted stock units (RSUs). Stock-settled RSUs covering 6,787 units were granted and will convert to one share per unit when vested, with 25% vesting each year over four years. A separate award of cash-settled RSUs included 2,429 units with a similar annual 25% vesting schedule. To satisfy tax obligations, 2,429 shares were disposed at $15.37 per share, reducing direct holdings. Following the transactions, beneficial ownership reported was 74,234 shares.

Positive

• Clear disclosure of both stock-settled and cash-settled RSU awards with vesting schedules
• Cash-settled RSUs limit immediate share dilution since vested units will be settled in cash
• Tax-withholding share disposal was executed and reported, indicating compliance with reporting obligations

Negative

• Share disposal occurred, reducing direct holdings, though it was to satisfy taxes
• Stock-settled RSUs will eventually increase share count if settled in shares, causing potential dilution

Insights

Compensation & Equity Analyst

TL;DR: Routine equity compensation and tax-withholding sales; modest dilution risk while aligning executive pay with retention.

This Form 4 documents standard compensation mechanics: issuance of time-based stock-settled and cash-settled RSUs subject to four-year annual vesting, and share disposition to meet tax withholding. The cash-settled RSUs mean the company will pay the cash value rather than issue shares, limiting share-count dilution from that award. The sale of 2,429 shares at $15.37 to cover taxes is an expected, non-operational event and does not indicate change in control or liquidity stress. Net beneficial ownership increased to 74,234 shares when considering awards but immediate share dilution is limited by cash settlements.

Corporate Governance Specialist

TL;DR: Disclosure is complete for an insider award and tax-related disposition; no governance red flags evident.

The filing discloses the nature of awards, vesting schedules, and that some RSUs are cash-settled, which is important for assessing potential dilution and incentive alignment. Disposal of shares solely to satisfy tax obligations is customary and is clearly explained. There is no indication of accelerated vesting, related-party transactions, or unusual transfer terms. From a governance perspective, documentation appears transparent and routine.

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^*

SHEETS JUSTIN D

(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, Legal & Ops Services

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	71,805	D
COMMON STOCK	08/27/2025		M		2,429	A	(2)	74,234	D
COMMON STOCK	08/27/2025		D		2,429	D	$15.37	71,805	D
COMMON STOCK	08/27/2025		F		949(3)	D	$15.37	70,856	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:

	Justin D. Sheets	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 transactions did Justin D. Sheets report on Form 4 for MTRX?

He reported grants of 6,787 stock-settled RSUs and 2,429 cash-settled RSUs, and a disposal of 2,429 shares to satisfy tax obligations at $15.37 per share.

How do the RSU vesting schedules work?

Both awards vest 25% annually over four years; stock-settled RSUs convert to one share per unit when vested and cash-settled RSUs are paid in cash on vesting.

Did the filings indicate a change in total beneficial ownership for MTRX?

Yes. After the transactions the reporting person’s beneficial ownership was reported as 74,234 shares.

Were any shares sold as part of an open-market transaction?

No. The 2,429 shares were disposed to satisfy tax obligations related to RSU vesting, not sold in an open-market trade.

What price was used for the share disposal?

The shares disposed to satisfy taxes were reported at $15.37 per share.