[Form 4] Matrix Service Co Insider Trading Activity

Rhea-AI Filing Summary

Shawn P. Payne, President, Engineering & Construction of Matrix Service Co (MTRX), reported multiple equity transactions on 08/29/2025 and 08/30/2025. The filings show restricted stock units (cash-settled) vesting and converting, stock-settled restricted stock units and performance stock units vesting or converting, and share disposals to satisfy tax obligations. A conversion of performance stock units resulted in 24,567 shares credited, bringing a reported beneficial ownership high-water mark of 128,346 shares. Several disposals and tax-withholding share transfers and open-market sales at $15.13 reduced holdings to as low as 103,779 shares in the table. All RSUs are settled in cash when vested per the filing.

Positive

• Performance Stock Unit conversion of 24,567 shares increased reported beneficial ownership to 128,346 shares
• Detailed vesting schedules disclosed for service-based cash-settled RSUs (25% vest each year)
• Form 4 provides clear disclosure of tax-withholding share disposals and transaction prices at $15.13

Negative

• Multiple share disposals and withholdings reduced reported holdings to 103,779 shares by the last line in the table
• Several sales executed at $15.13, which lowered direct share ownership (may be dilutive to insiders)

Insights

Financial Analyst

TL;DR: Routine executive vesting, a material PSU conversion, and tax-related share disposals; no new compensation plan or financing activity reported.

The Form 4 shows scheduled vesting and settlement activity rather than discretionary acquisitions. The conversion of performance stock units into 24,567 shares is the largest one-time increase in beneficial ownership reported, raising reported holdings to 128,346 shares before subsequent disposals. Multiple entries labeled 'F' indicate shares were withheld or disposed to satisfy tax obligations, and several disposals were executed at $15.13. This pattern is consistent with standard equity compensation vesting and tax withholding rather than opportunistic insider trading or a change in strategic ownership. The transactions are informational for modeling insider ownership trends and dilution from awards.

Corporate Governance Expert

TL;DR: Disclosure reflects expected executive award vesting and tax withholdings; filings are timely and detailed.

The filing identifies Shawn P. Payne as an officer and reports both cash-settled RSUs and stock-settled awards, including a performance stock unit conversion. The explanatory notes clarify vesting schedules (25% annual tranches) and that cash-settled RSUs are settled in cash. Sales and withholding to meet tax obligations are expressly documented. From a governance and disclosure perspective, the form meets Section 16 reporting obligations, showing transparent treatment of equity compensation and related share movements.

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^*

PAYNE SHAWN P

(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)
	President, Eng & Constr

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		4,077	A	(1)	111,163	D
COMMON STOCK	08/29/2025		D		4,077	D	$15.13	107,086	D
COMMON STOCK	08/29/2025		F		1,604(2)	D	$15.13	105,482	D
COMMON STOCK	08/30/2025		M		1,513	A	(1)	106,995	D
COMMON STOCK	08/30/2025		D		1,513	D	$15.13	105,482	D
COMMON STOCK	08/30/2025		F		595(2)	D	$15.13	104,887	D
COMMON STOCK	08/30/2025		M		2,817	A	(1)	107,704	D
COMMON STOCK	08/30/2025		D		2,817	D	$15.13	104,887	D
COMMON STOCK	08/30/2025		F		1,108(2)	D	$15.13	103,779	D
COMMON STOCK	08/30/2025		A		24,567(3)	A	$0	128,346	D
COMMON STOCK	08/30/2025		F		9,667(4)	D	$15.13	118,679	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			4,077	08/29/2024(5)	08/29/2027	COMMON STOCK	4,077	$0	8,154	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			1,513	08/30/2022(6)	08/30/2025	COMMON STOCK	1,513	$0	0	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			2,817	08/30/2023(7)	08/30/2026	COMMON STOCK	2,817	$0	2,817	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:

	Shawn P. Payne	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.

FAQ

What transactions did Shawn P. Payne report on Form 4 for MTRX?

The report lists multiple vesting and conversion events on 08/29/2025 and 08/30/2025, including a 24,567-share conversion of performance stock units, several restricted stock unit vestings, and share disposals to satisfy tax obligations and open-market sales at $15.13.

How many shares did the PSU conversion add to Payne's holdings?

The conversion of performance stock units credited 24,567 shares, increasing reported beneficial ownership to 128,346 shares in the table.

Were any shares sold and at what price?

Yes; the filing shows disposals executed at $15.13 on multiple lines and tax-withholding transfers labeled 'F' in the table.

Are the reported restricted stock units cash- or stock-settled?

The filing states that all restricted stock units are the economic equivalent of one share but are settled solely in cash when vested for the specified RSU awards.

What is the reported lowest and highest beneficial ownership in the filing?

The table shows a high of 128,346 shares following the PSU conversion and a low of 103,779 shares on the last reported line.