Matrix Service (MTRX) Form 4: RSU Vesting, PSU Conversion and Tax Withholding Sales

Q: How many shares resulted from the PSU conversion reported on 08/30/2025?

22,471 shares were received on conversion of a performance stock unit award when market-based criteria were met.

Q: How many shares does Justin Sheets beneficially own after these transactions?

The Form 4 shows 81,328 shares beneficially owned following the reported transactions.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Justin D. Sheets, Vice President, Legal & Operations Services of Matrix Service Company (MTRX), reported multiple equity transactions on August 29–30, 2025. The filings show service- and performance-based restricted stock units (RSUs/PSUs) converted or vested, with certain shares received and some shares disposed of to satisfy tax withholding obligations. A performance stock unit conversion generated 22,471 shares on August 30, 2025. Several cash-settled RSUs vested (3,483; 2,162; 2,577) and related tax-withholding disposals occurred at $15.13 per share. After the reported transactions, the filing shows beneficial ownership of 81,328 shares (direct). The filer notes that the RSUs are economically equivalent to common stock but are settled solely in cash when vested.

Positive

Performance stock units converted into 22,471 shares on 08/30/2025, reflecting attainment of market-based criteria
Continued substantial ownership with 81,328 shares beneficially owned after transactions, indicating ongoing executive equity exposure

Negative

Share disposals to satisfy tax obligations (total 8,786 shares reported on 08/30/2025) reduced net shareholdings
Disposal price reported at $15.13, which may crystallize tax-related sell-offs rather than open-market strategic sales

Insights

TL;DR Routine insider vesting and tax-withholding sales; a sizable PSU conversion increased share holdings, resulting in 81,328 shares beneficially owned.

This Form 4 documents time-based RSU vesting and a material conversion of performance stock units producing 22,471 shares on August 30, 2025, together with share disposals to satisfy tax obligations at $15.13 per share. Transactions are labeled as cash-settled for certain RSUs, which management clarifies are economically equivalent to one share each but paid in cash when vested. For investors, these are compensation-related events rather than open-market purchases or strategic insider buying/selling.

TL;DR Compensation-driven equity activity: scheduled vesting, PSU payout, and tax withholding disposals; disclosures are consistent with executive award terms.

The report details standard administration of equity awards: annual vesting schedules for service-based RSUs (25% per year noted) and the conversion of PSUs upon meeting market-based criteria. The filer discloses that RSUs are cash-settled and that shares were disposed to satisfy tax liabilities, which is typical when awards are stock-settled or settled in cash but taxed as equity. Disclosure appears complete with vesting schedules and nature of settlement specified.

Insider Trade Summary

8,222 shares exercised/converted

Mixed 14 txns

Insider SHEETS JUSTIN D

Role VP, Legal & Ops Services

Type	Security	Shares	Price	Value
Exercise	RESTRICTED STOCK UNITS	2,162	$0.00	--
Exercise	RESTRICTED STOCK UNITS	2,577	$0.00	--
Exercise	COMMON STOCK	2,162	$0.00	--
Disposition	COMMON STOCK	2,162	$15.13	$33K
Tax Withholding	COMMON STOCK	845	$15.13	$13K
Exercise	COMMON STOCK	2,577	$0.00	--
Disposition	COMMON STOCK	2,577	$15.13	$39K
Tax Withholding	COMMON STOCK	1,007	$15.13	$15K
Grant/Award	COMMON STOCK	22,471	$0.00	--
Tax Withholding	COMMON STOCK	8,786	$15.13	$133K
Exercise	RESTRICTED STOCK UNITS	3,483	$0.00	--
Exercise	COMMON STOCK	3,483	$0.00	--
Disposition	COMMON STOCK	3,483	$15.13	$53K
Tax Withholding	COMMON STOCK	1,361	$15.13	$21K

Holdings After Transaction: RESTRICTED STOCK UNITS — 0 shares (Direct); COMMON STOCK — 71,657 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 - 05:17 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^*

SHEETS JUSTIN D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Legal & Ops Services

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		3,483	A	⁽¹⁾	74,339	D
COMMON STOCK	08/29/2025		D		3,483	D	$15.13	70,856	D
COMMON STOCK	08/29/2025		F		1,361⁽²⁾	D	$15.13	69,495	D
COMMON STOCK	08/30/2025		M		2,162	A	⁽¹⁾	71,657	D
COMMON STOCK	08/30/2025		D		2,162	D	$15.13	69,495	D
COMMON STOCK	08/30/2025		F		845⁽²⁾	D	$15.13	68,650	D
COMMON STOCK	08/30/2025		M		2,577	A	⁽¹⁾	71,227	D
COMMON STOCK	08/30/2025		D		2,577	D	$15.13	68,650	D
COMMON STOCK	08/30/2025		F		1,007⁽²⁾	D	$15.13	67,643	D
COMMON STOCK	08/30/2025		A		22,471⁽³⁾	A	$0	90,114	D
COMMON STOCK	08/30/2025		F		8,786⁽⁴⁾	D	$15.13	81,328	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			3,483	08/29/2024⁽⁵⁾	08/29/2027	COMMON STOCK	3,483	$0	6,964	D
RESTRICTED STOCK UNITS	⁽¹⁾	08/30/2025		M			2,162	08/30/2022⁽⁶⁾	08/30/2025	COMMON STOCK	2,162	$0	0	D
RESTRICTED STOCK UNITS	⁽¹⁾	08/30/2025		M			2,577	08/30/2023⁽⁷⁾	08/30/2026	COMMON STOCK	2,577	$0	2,576	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:

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

The report documents vesting and conversions of restricted stock units and performance stock units on 08/29/2025 and 08/30/2025, plus disposals to satisfy tax obligations.

How many shares resulted from the PSU conversion reported on 08/30/2025?

22,471 shares were received on conversion of a performance stock unit award when market-based criteria were met.

What was the reported price for disposed shares to cover taxes?

Shares disposed to satisfy tax obligations were reported at $15.13 per share.

How many shares does Justin Sheets beneficially own after these transactions?

The Form 4 shows 81,328 shares beneficially owned following the reported transactions.

Are the restricted stock units settled in stock or cash?

The filer states that the restricted stock units are economically equivalent to one share each but are settled solely in cash when vested.