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Matrix Service GC gets stock awards, disposes shares

Matrix Service’s VP & General Counsel reported August 2026 restricted stock grants, vesting events, and related tax-withholding share dispositions.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MATRIX SERVICE CO (MTRX) reported that its VP & General Counsel, David (James) Miller, had multiple equity compensation events in late August 2026. On August 25, 2026, he received 5,432 Restricted Stock Units and 5,432 shares of Common Stock at no cost in connection with service-based restricted stock awards. On August 27, 29, and 30, 2026, several tranches of Restricted Stock Units vested and were exercised into Common Stock, with corresponding Common Stock dispositions back to the company and share withholdings to cover tax obligations. The company states these Restricted Stock Units are economically equivalent to Common Stock and, for cash-settled awards, are settled solely in cash when vested. No transactions are reported as executed under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider MILLER DAVID (JAMES)
Role VP & General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F8 967 $0.00 $0.00
Exercise Common Stock F2 967 -- --
Disposition Common Stock 967 $10.83 $10K
Tax Withholding Common Stock F3 380 $10.83 $4K
Exercise Restricted Stock Units F2, F7 2,370 $0.00 $0.00
Exercise Common Stock F2 2,370 -- --
Disposition Common Stock 2,370 $10.83 $26K
Tax Withholding Common Stock F3 932 $10.83 $10K
Exercise Restricted Stock Units F2, F5 1,702 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 1,607 $0.00 $0.00
Exercise Common Stock F2 1,702 -- --
Disposition Common Stock 1,702 $10.91 $19K
Tax Withholding Common Stock F3 669 $10.91 $7K
Exercise Common Stock F2 1,607 -- --
Disposition Common Stock 1,607 $10.91 $18K
Tax Withholding Common Stock F3 632 $10.91 $7K
Grant/Award Restricted Stock Units F2, F4 5,432 $0.00 $0.00
Grant/Award Common Stock F1 5,432 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 16,024 contracts (Direct); Common Stock — 23,366 shares (Direct)
Footnotes (8)
  1. F1. 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, one-third will vest each year for the next three years on the anniversary dates.
  2. F2. 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. F3. Shares disposed to satisfy tax obligation due on vest date for Stock-Settled Restricted Stock Units.
  4. F4. 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, one-third will vest each year for the next three years on the anniversary dates.
  5. F5. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2025 to August 27, 2028.
  6. F6. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2026 to August 27, 2029.
  7. F7. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 29, 2024 to August 29, 2027.
  8. F8. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 30, 2023 to August 30, 2026.
Common Stock grant 5,432 shares at $0.00 per share Common Stock awarded to David (James) Miller on August 25, 2026
Restricted Stock Unit grant 5,432 units Restricted Stock Units awarded on August 25, 2026, tied to Common Stock
RSU exercises 6,646 units Total Restricted Stock Units exercised or vested across late August 2026 transactions
Dispositions at $10.91 1,702 shares plus 1,607 shares Common Stock returned to issuer on August 27, 2026 at $10.91 per share
Dispositions at $10.83 2,370 shares plus 967 shares Common Stock returned to issuer on August 29 and 30, 2026 at $10.83 per share
Tax-withholding shares 2,613 shares Shares withheld for tax obligations across August 27–30, 2026 (669, 632, 932, 380)
Restricted Stock Unit financial
"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."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Cash-Settled Restricted Stock Units financial
"For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2025 to August 27, 2028."
tax obligation financial
"Shares disposed to satisfy tax obligation due on vest date for Stock-Settled Restricted Stock Units."
economic equivalent financial
"Each Restricted Stock Unit is the economic equivalent of one share of Matrix Service Company Common Stock."

FAQ

What equity awards did MTRX grant to David (James) Miller on August 25, 2026?

On August 25, 2026, David (James) Miller received 5,432 Restricted Stock Units and 5,432 shares of Common Stock at $0.00 per share in connection with service-based restricted stock awards that vest over three years according to the company’s footnotes.

How many Restricted Stock Units for MTRX vested or were exercised in late August 2026?

In late August 2026, Miller exercised or had vesting of tranches of 1,702, 1,607, 2,370, and 967 Restricted Stock Units, each tied to an equivalent number of Matrix Service Company Common Stock shares as described in the filing’s transactions and footnotes.

At what prices were MTRX shares disposed of in the August 2026 Form 4?

Common Stock dispositions reported for August 27, 2026 occurred at $10.91 per share, and those for August 29 and August 30, 2026 occurred at $10.83 per share, including shares returned to the issuer and shares withheld to satisfy tax obligations.

Were any MTRX shares withheld to pay taxes for Miller’s equity vesting?

Yes. Shares of Common Stock were withheld to satisfy tax obligations, including 669 shares and 632 shares on August 27, 2026, 932 shares on August 29, 2026, and 380 shares on August 30, 2026, as indicated by a tax-obligation footnote.

Are Miller’s MTRX Restricted Stock Units settled in stock or cash?

The company discloses that each Restricted Stock Unit is the economic equivalent of one share of Common Stock and that all Restricted Stock Units are settled solely in cash when vested for the cash-settled awards referenced in the footnotes.

Were Miller’s August 2026 MTRX transactions under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for these transactions, meaning the company did not affirm they were executed under a pre-arranged trading plan.

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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*
MILLER DAVID (JAMES)

(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)
VP & General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
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 Stock08/25/2026A5,432(1)A$025,979D
Common Stock08/27/2026M1,702A(2)27,681D
Common Stock08/27/2026D1,702D$10.9125,979D
Common Stock08/27/2026F669(3)D$10.9125,310D
Common Stock08/27/2026M1,607A(2)26,917D
Common Stock08/27/2026D1,607D$10.9125,310D
Common Stock08/27/2026F632(3)D$10.9124,678D
Common Stock08/29/2026M2,370A(2)27,048D
Common Stock08/29/2026D2,370D$10.8324,678D
Common Stock08/29/2026F932(3)D$10.8323,746D
Common Stock08/30/2026M967A(2)24,713D
Common Stock08/30/2026D967D$10.8323,746D
Common Stock08/30/2026F380(3)D$10.8323,366D
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(2)08/25/2026A5,432(4)08/25/202708/25/2029Common Stock5,432$05,432D
Restricted Stock Units(2)08/27/2026M1,70208/27/2025(5)08/27/2028Common Stock1,702$03,404D
Restricted Stock Units(2)08/27/2026M1,60708/27/2026(6)08/27/2029Common Stock1,607$04,819D
Restricted Stock Units(2)08/29/2026M2,37008/29/2024(7)08/29/2027Common Stock2,370$02,369D
Restricted Stock Units(2)08/30/2026M96708/30/2023(8)08/30/2026Common Stock967$00D
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, one-third will vest each year for the next three 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, one-third will vest each year for the next three 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.
6. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 27, 2026 to August 27, 2029.
7. For this service-based award of Cash-Settled Restricted Stock Units, 25% will vest each year from August 29, 2024 to August 29, 2027.
8. 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:
David J. Miller09/04/2026
** 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)

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