What changed in this filing

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Item 5. Other Information

2026-02-05 compared with 2025-11-06 · 35 added, 3 removed, 31 unchanged (55% of the section changed)

Other Information

During the three months ended September 30, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1, as each term is defined under Item 408(a) of Regulation S-K.

During the six months ended December 31, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1, as each term is defined under Item 408(a) of Regulation S-K.

In connection with the Board’s succession planning, on February 2, 2026, John R.

Hewitt and the Company entered into a Transition and Separation Agreement (the “Transition Agreement”) providing for Mr.

Hewitt to transition his role as President and Chief Executive Officer and step down effective June 30, 2026.

The Transition Agreement also provides for Mr.

Hewitt to step down as a director of the Company, also effective June 30, 2026.

Hewitt’s separation from the Company was not the result of any disagreements with the Company or any of its directors, officers or employees.

The Transition Agreement provides for the payment to Mr.

Hewitt of a cash severance amount of $1.6 million, potential payment of his annual bonus for the year ending June 30, 2026, based on actual performance, and vesting of his outstanding share-based and cash-based restricted stock units.

Hewitt will also be deemed to have satisfied the service condition for his performance units awarded in 2023 and 2024 and for 22,311 of his performance units awarded in 2025 and will remain eligible to vest in these performance units based on actual performance.

Hewitt will forfeit the remaining 58,010 of his performance units awarded in 2025.

The Transition Agreement contains, among other provisions, confidentiality and cooperation covenants and a customary release of claims.

The description of the Transition Agreement is qualified in its entirety by the provisions of the agreement, which is incorporated by reference to Exhibit 10.1 to this Form 10-Q.

Also on February 2, 2026, the Board appointed Shawn P.

Payne as Chief Operating Officer of the Company, effective immediately.

He will assume the role of President and Chief Executive Officer effective July 1, 2026.

Prior to these appointments, Mr.

Payne, 53, was the President Engineering & Construction, Matrix Service Company.

He previously served as President, Matrix Service Inc.

Before that, he served in other leadership roles for Matrix Service including as Senior Vice President, Operations, Senior Vice President of Finance and Business Services, and Vice President of Business Services.

Payne joined the Company in 2012 as the Division Manager in Tucson, AZ, leading the Company’s entry into the minerals and mining business.

Prior to joining Matrix, Mr.

Payne held leadership roles in operations, finance and project controls with Aker Solutions/Kvaerner, and Jacobs.

Payne holds a Bachelor of Science in Business Administration, in Finance, from the University of Arizona.

No changes were made to Mr.

Payne’s compensation arrangements as a result of his appointment as Chief Operating Officer.

In connection with his appointment as President and Chief Executive Officer, and effective July 1, 2026, Mr.

Payne will receive a base salary of $725,000 per year and will be eligible for a short-term annual incentive in a target amount equal to 100% of base salary and a long-term annual incentive in a target amount equal to 250% of base salary.

The appointment of Mr.

Payne was not pursuant to any agreement or understanding between him and any other person.

There is no family relationship between Mr.

Payne and any director or executive officer of the Company, and there are no transactions between Mr.

Payne and the Company that are required to be reported under Item 404(a) of Regulation S-K.

The following documents are included as exhibits to this Quarterly Report on Form 10-Q.

1 unchanged sentence

Exhibit 10.1:

Deferred Compensation Plan for Non-Employee Directors

Transition and Separation Agreement

Exhibit 31.1:

24 unchanged sentences

MATRIX SERVICE COMPANY

November 6, 2025 By:

February 5, 2026 By:

Vice President and Chief Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information