Matrix Service CEO Receives RSUs and Reports Share Sale; 550,568 Shares Held

Rhea-AI Filing Summary

John R. Hewitt, President & CEO and director of Matrix Service Company (MTRX), reported changes in his beneficial ownership on 08/27/2025. He was granted 26,774 restricted stock units that convert to one share each upon vesting (25% annually over four years) and 10,363 cash‑settled restricted stock units (25% vesting annually from 08/27/2025 to 08/27/2028). To satisfy tax withholding on a stock‑settled award, 3,015 shares were surrendered, and separately 10,363 shares were sold at $15.37 per share. After these transactions his reported direct beneficial ownership is shown as 550,568 common shares.

Positive

• New long‑term incentive awards: grant of 26,774 RSUs with multi‑year vesting supports retention and alignment with shareholders
• Substantial ongoing ownership: reported direct beneficial ownership remains at 550,568 shares, indicating continued insider stake

Negative

• Market sale of shares: 10,363 shares sold at $15.37 could modestly reduce insider share exposure
• Tax withholding via share surrender: 3,015 shares surrendered to satisfy tax obligations reduces net share holdings

Insights

Corporate Governance Expert

TL;DR: Insider received time‑based equity awards and completed routine disposals to satisfy tax obligations and a market sale.

The Form 4 documents a standard executive compensation and tax withholding pattern: a grant of service‑based restricted stock units and cash‑settled RSUs, scheduled to vest in equal annual tranches over four years. The reporting person also reported both a market sale of 10,363 shares at $15.37 and surrendering 3,015 shares to cover tax obligations on vesting. These actions align with normal equity compensation administration and do not indicate a change in corporate control or an extraordinary liquidity event.

Executive Compensation Analyst

TL;DR: Grants strengthen long‑term incentive alignment while cash settlement and share withholding reflect standard plan mechanics.

The 26,774 stock‑settled RSUs and 10,363 cash‑settled RSUs reflect a mixed settlement approach: one award converts to stock on vesting, the other pays cash equal to the share value. Vesting schedules (25% annually) provide multi‑year retention incentives. The 3,015‑share surrender to cover taxes and the sale of 10,363 shares at $15.37 are administrative outcomes of vesting and liquidity needs rather than unusual insider disposition patterns.

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^*

HEWITT JOHN R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		26,774(1)	A	$0	553,583	D
COMMON STOCK	08/27/2025		M		10,363	A	(2)	563,946	D
COMMON STOCK	08/27/2025		D		10,363	D	$15.37	553,583	D
COMMON STOCK	08/27/2025		F		3,015(3)	D	$15.37	550,568	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		26,774(4)		08/27/2026	08/27/2029	COMMON STOCK	26,774	$0	26,774	D
RESTRICTED STOCK UNITS	(2)	08/27/2025		M			10,363	08/27/2025(5)	08/27/2028	COMMON STOCK	10,363	$0	31,088	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:

	John R. Hewitt	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.
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FAQ

Who filed the Form 4 for MTRX and what are their roles?

The Form 4 was filed by John R. Hewitt, who is listed as President & CEO and a director of Matrix Service Company (MTRX).

What equity awards were granted to John R. Hewitt on 08/27/2025?

He was granted 26,774 restricted stock units (stock‑settled) and 10,363 restricted stock units (cash‑settled) on 08/27/2025.

What vesting schedules apply to the granted RSUs?

Both awards vest 25% each year for four years; the stock‑settled RSUs vest annually from 08/27/2026 to 08/27/2029 and the cash‑settled RSUs from 08/27/2025 to 08/27/2028.

Did the reporting person sell any shares and at what price?

Yes, the Form 4 reports a sale of 10,363 shares on 08/27/2025 at a price of $15.37 per share.

Why were some shares disposed of on the Form 4?

The filing states 3,015 shares were surrendered to satisfy tax obligations related to vesting of stock‑settled restricted stock units; other disposals include the market sale of 10,363 shares.