[Form 4] Matrix Service Co Insider Trading Activity

Rhea-AI Filing Summary

Matrix Service Co (MTRX) officer Douglas J. Montalbano reported multiple equity award vesting and related share transactions tied to restricted stock units (RSUs) and performance stock units (PSUs). Several cash‑settled RSUs vested and were recorded as acquisitions (economic equivalents to common shares) with corresponding disposals of shares to satisfy tax obligations. A performance stock unit award converted into 16,406 shares that increased beneficial ownership. Numerous disposals at $15.13 per share were used to cover taxes on stock‑settled awards, leaving Montalbano with 69,404 shares at one point and ending with 62,352 shares after tax‑withholding dispositions.

Positive

• Performance stock unit converted into 16,406 shares, indicating performance criteria were met
• Retention through service‑based awards: multiple RSUs vesting on scheduled anniversaries supports executive alignment with shareholders

Negative

• Substantial share disposals (multiple lots at $15.13) to satisfy tax obligations reduced beneficial ownership from 69,404 to 62,352 shares
• Majority of RSUs are cash‑settled, meaning the awards do not increase outstanding share count but limit direct equity accumulation

Insights

Financial Analyst

TL;DR: Officer received vested awards and converted PSUs, with routine tax‑related sales reducing net holdings; no change to control.

These Form 4 entries primarily reflect executive compensation mechanics: cash‑settled RSUs vesting and a market‑based PSU conversion that produced 16,406 shares. Offsetting disposals at $15.13 per share were recorded to satisfy tax obligations, a common practice that does not indicate opportunistic trading. The transactions change beneficial ownership levels but do not appear to signal material corporate events or shifts in governance.

Corporate Governance Expert

TL;DR: Transactions are compensation vesting and tax withholding actions; governance impact is routine and non‑material.

The filing documents service‑based RSU vesting schedules and a performance award payout based on predetermined market criteria. Tax‑withholding disposals tied to vesting are disclosed explicitly. Nothing in the report suggests insider trading beyond routine compensation settlement, and ownership remains below thresholds that would imply change in control or a new disclosure regime.

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

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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^*

MONTALBANO DOUGLAS J

(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, Matrix NAC

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		3,529	A	(1)	59,372	D
COMMON STOCK	08/29/2025		D		3,529	D	$15.13	55,843	D
COMMON STOCK	08/29/2025		F		1,517(2)	D	$15.13	54,326	D
COMMON STOCK	08/30/2025		M		1,210	A	(1)	55,536	D
COMMON STOCK	08/30/2025		D		1,210	D	$15.13	54,326	D
COMMON STOCK	08/30/2025		F		520(2)	D	$15.13	53,806	D
COMMON STOCK	08/30/2025		M		1,881	A	(1)	55,687	D
COMMON STOCK	08/30/2025		D		1,881	D	$15.13	53,806	D
COMMON STOCK	08/30/2025		F		808(2)	D	$15.13	52,998	D
COMMON STOCK	08/30/2025		A		16,406(3)	A	$0	69,404	D
COMMON STOCK	08/30/2025		F		7,052(4)	D	$15.13	62,352	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			3,529	08/29/2024(5)	08/29/2027	COMMON STOCK	3,529	$0	7,058	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			1,210	08/30/2022(6)	08/30/2025	COMMON STOCK	1,210	$0	0	D
RESTRICTED STOCK UNITS	(1)	08/30/2025		M			1,881	08/30/2023(7)	08/30/2026	COMMON STOCK	1,881	$0	1,881	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:

	Douglas J. Montalbano	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 Douglas J. Montalbano report on the Form 4 for MTRX?

The Form 4 reports vesting of restricted stock units and conversion of a performance stock unit award into 16,406 shares, plus multiple disposals to satisfy tax obligations at $15.13 per share.

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

The performance stock unit conversion resulted in 16,406 shares received by the reporting person.

Why were shares disposed of in these transactions?

Shares were disposed to satisfy tax obligations due on the vesting dates of stock‑settled restricted stock units and performance stock units.

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

The filings show beneficial ownership snapshots of 69,404 shares at one point and ending with 62,352 shares after tax‑withholding disposals.

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

The filing states that each restricted stock unit is the economic equivalent of one share and that all restricted stock units are settled solely in cash when vested, though some awards were stock‑settled for tax withholding purposes.