Matrix (MTRX) CFO Reports RSU Vesting and Tax-Related Share Sales

Rhea-AI Filing Summary

Kevin S. Cavanah, Vice President Finance & Chief Financial Officer of Matrix Service Co (MTRX), reported multiple insider transactions on 08/29/2025 and 08/30/2025. The filings show vesting and settlement activity of restricted stock units (RSUs) and performance stock units (PSUs), with cash-settled RSUs and stock-settled awards converting into shares.

The report records acquisitions by vesting (totaling 59, [aggregated] 39,847 shares received on conversion of a PSU) and contemporaneous dispositions to satisfy tax obligations and other sales at $15.13 per share. Following the transactions, Cavanah beneficially owned 222,712 shares at one point and later reported holdings of 207,113 and 185,784 in subsequent lines, reflecting vesting and tax-related share disposals. All RSUs are settled solely in cash when vested per the filing.

Positive

• Vesting and conversion of performance stock units occurred, indicating achievement of the award's market-based criteria and alignment of executive compensation with performance
• Disclosure is detailed with specific transaction codes, prices ($15.13), share amounts, and vesting schedules, meeting Section 16 transparency requirements

Negative

• Substantial share disposals to satisfy tax obligations and sales at $15.13 reduced beneficial ownership from reported highs (e.g., 222,712) to lower totals (e.g., 185,784)
• Some RSUs are cash-settled, so vesting does not increase outstanding share count but may not align long-term equity ownership incentives

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting and tax-related share sales; no clear material change to control or capital structure.

The Form 4 discloses scheduled vesting of cash-settled RSUs and conversion of a PSU into 39,847 shares upon meeting market-based criteria, with simultaneous share dispositions to cover taxes and sales at $15.13. The transactions reflect compensation realization rather than open-market strategic purchases or disposals by the CFO. Movements are typical for executive remuneration and do not indicate a financing event or change in ownership control.

Corporate Governance Expert

TL;DR: Transactions are standard post-vesting settlements and tax withholdings; disclosure appears complete for the reported dates.

The filing documents service-based RSU vesting schedules (25% annually) and cash settlement terms, plus performance-unit conversion when market criteria were met. Disposals are identified as tax-withholding or sell-to-cover events. Reporting person role (VP Finance & CFO) and exact transaction codes are provided, meeting standard Section 16 disclosure expectations. No director-level change or unusual related-party transfer is reported.

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
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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^*

Cavanah Kevin S

(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 Finance & CFO

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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	08/29/2025		M		6,176	A	(1)	194,106	D
COMMON STOCK	08/29/2025		D		6,176	D	$15.13	187,930	D
COMMON STOCK	08/29/2025		F		2,146(2)	D	$15.13	185,784	D
COMMON STOCK	08/30/2025		M		3,834	A	(1)	189,618	D
COMMON STOCK	08/30/2025		D		3,834	D	$15.13	185,784	D
COMMON STOCK	08/30/2025		F		1,332(2)	D	$15.13	184,452	D
COMMON STOCK	08/30/2025		M		4,569	A	(1)	189,021	D
COMMON STOCK	08/30/2025		D		4,569	D	$15.13	184,452	D
COMMON STOCK	08/30/2025		F		1,587(2)	D	$15.13	182,865	D
COMMON STOCK	08/30/2025		A		39,847(3)	A	$0	222,712	D
COMMON STOCK	08/30/2025		F		15,599(4)	D	$15.13	207,113	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	(1)	08/29/2025		M			6,176	08/29/2024(5)	08/29/2027	COMMON STOCK	6,176	$0	12,351	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			3,834	08/30/2022(6)	08/30/2025	COMMON STOCK	3,834	$0	0	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			4,569	08/30/2023(7)	08/30/2026	COMMON STOCK	4,569	$0	4,569	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:

	Kevin S. Cavanah	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.
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FAQ

What insider transactions did MTRX CFO Kevin Cavanah report on the Form 4?

The filing reports vesting-related acquisitions of RSUs and conversion of a performance stock unit into 39,847 shares, plus multiple dispositions to satisfy tax obligations and sales at $15.13 per share.

How many shares did Cavanah beneficially own after the reported transactions?

The filing shows beneficial ownership amounts reported at various lines, including 222,712, 207,113, and 185,784 shares following different transactions.

Were the restricted stock units cash-settled or stock-settled?

The filing states that all restricted stock units referenced are settled solely in cash when vested, though some awards were stock-settled performance units converted into shares.

What price were the shares sold at in the reported disposals?

The disclosed sales to satisfy tax obligations and other disposals were executed at a price of $15.13 per share.

Do these transactions indicate a change in control or major ownership shift at MTRX?

No change in control is indicated; the transactions appear to be compensation vesting and tax-related sales by the CFO rather than strategic transfers or large-scale ownership changes.