Item 5. Other Information
Item 5. Other Information
Trading Arrangements
On February 16, 2026 , Mr. Kevin S. Cavanah , our Vice President and Chief Financial Officer , entered into a trading plan with his broker intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Securities and Exchange Act of 1934 (“Rule 10b5-1 Trading Plan”). The Rule 10b5-1 Trading Plan allows Mr. Cavanah to sell up to 120,000 shares of Matrix Service Company common stock. Mr. Cavanah’s Rule 10b5-1 Trading Plan expires upon the earlier of October 1, 2027 or the date all trades pursuant to such trading plan are executed.
Amended and Restated Bylaws
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On May 5, 2026, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately. The Amended and Restated Bylaws enhance clarity and effect technical and administrative changes to conform to changes in the Delaware General Corporation Law (the “DGCL”). The amendments effected by the Amended and Restated Bylaws, among other things:
• modify certain provisions to reflect and conform to changes in the DGCL, including, those relating to the stock ledger available to stockholders prior to a meeting of stockholders and waiver of notice of a meeting;
• clarify that the vote of the holders of a majority of the issued and outstanding voting stock present in person or represented by proxy and entitled to vote on the matter shall decide any matter brought before a meeting of stockholders, except as provided to the contrary by the DGCL, the Company’s Certificate of Incorporation or the Amended and Restated Bylaws;
• modify the list of required and discretionary officers of the Company and the respective duties and authority of such officers;
• eliminate as redundant with disclosure rules the requirement that the Board present certain information regarding the business and condition of the Company at any stockholder meeting; and
• incorporate certain ministerial and conforming changes to provide clarification and consistency.
The foregoing summary of the Amended and Restated Bylaws does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this filing and incorporated herein by reference.
Item 6. Exhibits:
The following documents are included as exhibits to this Quarterly Report on Form 10-Q. Any exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical hereafter.
Exhibit No. Description
Exhibit 3.2 Amended and Restated Bylaws, effective as of May 5 , 202 6 .
Exhibit 31.1: Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CEO.
Exhibit 31.2: Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CFO.
Exhibit 32.1: Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CEO.
Exhibit 32.2: Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CFO.
Exhibit 95: Mine Safety Disclosure.
Exhibit 101.INS: XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH: XBRL Taxonomy Schema Document.
Exhibit 101.CAL: XBRL Taxonomy Extension Calculation Linkbase Document.
Exhibit 101.DEF: XBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 101.LAB: XBRL Taxonomy Extension Labels Linkbase Document.
Exhibit 101.PRE: XBRL Taxonomy Extension Presentation Linkbase Document.
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MATRIX SERVICE COMPANY
Date: May 7, 2026 By: /s/ Kevin S. Cavanah
Kevin S. Cavanah
Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.