MTRX Insider Filing: Payne Receives RSUs; Sells Shares to Cover Taxes

Rhea-AI Filing Summary

Matrix Service Co (MTRX) insider filing: Shawn P. Payne, President, Engineering & Construction, reported multiple stock-based transactions on 08/27/2025. The filing shows grants of 16,416 restricted stock units (RSUs) settled in common stock and 32,800 shares recorded as acquired in non-derivative column, plus a 2,844-unit service-based RSU award (cash-settled). Some units vest 25% annually over four years. To satisfy tax obligations, 2,844 shares were disposed and an additional 1,115 shares were sold at $15.37. Following the transactions Payne beneficially owned 107,086 common shares.

Positive

• Significant RSU grants were awarded (16,416 stock-settled units and additional awards totaling 32,800 recorded as acquired), indicating executive retention incentives
• Clear vesting schedule: awards vest 25% annually over four years, aligning the reporting person’s compensation with long-term service

Negative

• Share disposals to satisfy taxes (2,844 and 1,115 shares) reduced direct holdings and were executed at $15.37 per share
• Certain awards are cash-settled, meaning future dilution to common shares may not occur for those units and cash obligations could affect company cash flow (as disclosed)

Insights

Financial Analyst

TL;DR: Routine executive equity grants with standard multi-year vesting and minor share disposals to cover taxes; not immediately dilutive to current operations.

Payne received a combination of stock-settled and cash-settled restricted stock units with 25% annual vesting, which aligns compensation with retention and performance timeframes. The disposals reported were tax-withholding sales at $15.37 per share and represent a customary docking of shares rather than a market-timing sale. The end-state beneficial ownership of 107,086 shares provides continuity in insider alignment but does not, by itself, indicate material change to capital structure.

Corporate Governance Expert

TL;DR: Compensation grant follows standard governance practices: time-based vesting and cash settlement options noted.

The structure shows both stock-settled and cash-settled RSUs with four-year, 25% annual vesting, which is a common design to retain senior executives. The filing discloses shares sold to satisfy tax liabilities, an expected administrative step. Disclosure is clear on settlement mechanics and vesting schedule, meeting typical Section 16 transparency expectations.

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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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)
08/27/2025

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	08/27/2025		A		16,416(1)	A	$0	75,401	D
COMMON STOCK	08/27/2025		A		32,800(1)	A	$0	108,201	D
COMMON STOCK	08/27/2025		M		2,844	A	(2)	111,045	D
COMMON STOCK	08/27/2025		D		2,844	D	$15.37	108,201	D
COMMON STOCK	08/27/2025		F		1,115(3)	D	$15.37	107,086	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	(2)	08/27/2025		A		16,416(4)		08/27/2026	08/27/2029	COMMON STOCK	16,416	$0	16,416	D
RESTRICTED STOCK UNITS	(2)	08/27/2025		M			2,844	08/27/2025(5)	08/27/2028	COMMON STOCK	2,844	$0	8,529	D

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, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR 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, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR 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.

Remarks:

	Shawn P. Payne	08/28/2025
	** 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 filing reports RSU grants and share disposals on 08/27/2025: 16,416 stock-settled RSUs, additional acquired amounts totaling 32,800, a 2,844-unit cash-settled RSU award, and disposals of 2,844 and 1,115 shares at $15.37.

How do the RSU vesting terms read for the 08/27/2025 grant?

Vesting is 25% per year for four years on the anniversary dates, with stock-settled units delivering one share per unit and certain units settled in cash when vested.

How many common shares does Shawn Payne beneficially own after these transactions?

107,086 common shares are reported as beneficially owned following the transactions disclosed in this Form 4.

At what price were shares sold to cover tax obligations?

Shares were sold at $15.37 per share to satisfy tax withholding related to stock-settled restricted stock units.

Are the RSUs cash-settled or stock-settled?

Both types are present: some RSUs are stock-settled (one share per unit) and at least one award is cash-settled as disclosed.