What changed in this filing

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Item 1. Business

2026-09-03 compared with 2025-09-10 · 88 added, 67 removed, 118 unchanged (57% of the section changed)

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We maintain regional offices throughout the United States, Canada and other international locations, and operate through separate union and non-union subsidiaries.

We operate in all 50 states, in four Canadian provinces and in other international locations.

Our principal executive offices are located at 15 E.

5th Street, Suite 1100, Tulsa, Oklahoma 74103.

Our telephone number is (918) 838-8822.

Our principal executive offices are located at 15333 JFK Blvd., Ste.

400, Houston, TX, 77032.

Unless the context otherwise requires, all references herein to “Matrix Service Company”, “Matrix”, the “Company” or to “we”, “our”, and “us” are to Matrix Service Company and its subsidiaries.

Our purpose is to create long-term value for our employees, business partners, shareholders and communities everywhere.

We are committed to fulfilling our purpose by being a profitable, innovative, and growth-oriented company of choice for engineering, constructing, and maintaining essential energy and industrial infrastructure that delivers its services safely, with high quality, and on time, resulting in strong customer relationships.

Our purpose is to create long-term value for our employees, business partners, shareholders and communities.

We are committed to fulfilling our purpose by striving to be a profitable, innovative, and growth-oriented company of choice for engineering, constructing, and maintaining essential energy and industrial infrastructure that delivers its services safely, with high quality, and on time, resulting in strong customer relationships.

Through our zero-incident safety culture, commitment to execution excellence and highly skilled workforce, we share one goal:

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• Storage and Terminal Solutions :

primarily consists of engineering, procurement, fabrication, and construction services related to cryogenic and other specialty tanks and terminals for LNG, NGLs, hydrogen, ammonia, propane, butane, liquid nitrogen/liquid oxygen, and liquid petroleum.

We also perform work related to traditional aboveground crude oil and refined product storage tanks and terminals.

This segment also includes terminal balance of plant work, truck and rail loading/offloading facilities, and marine structures as well as storage tank and terminal maintenance and repair.

Finally, we manufacture and sell precision engineered specialty tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals.

delivers integrated engineering, procurement and construction ("EPC") services, along with repair, maintenance and fabrication services for bulk liquid, cryogenic, and refrigerated storage and terminal facilities supporting both traditional and emerging energy markets, including LNG, NGLs, petroleum products, chemicals, hydrogen, and ammonia.

We also manufacture and sell specialty, precision-engineered tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals.

• Utility and Power Infrastructure :

primarily consists of engineering, procurement, fabrication, and construction services to support growing demand for LNG utility peak shaving facilities.

We also perform power delivery work for public and private utilities, including construction of new substations, upgrades of existing substations, and maintenance.

We also provide construction services to a variety of power generation facilities, including natural gas fired facilities in simple or combined cycle configurations.

delivers comprehensive construction, maintenance, upgrades and fabrication services for power generation facilities and power infrastructure systems for a variety of customers, including public and private utilities, energy producers and data center customers.

We also deliver integrated EPC, fabrication, and upgrade services for LNG peak shaving facilities.

• Process and Industrial Facilities :

primarily consists of plant maintenance, repair, and turnarounds in the downstream and midstream markets for energy clients including refining and processing of crude oil, fractionating, and marketing of natural gas and natural gas liquids.

We also perform engineering, procurement, fabrication, and construction for refinery upgrades and retrofits for renewable fuels, including hydrogen processing, production, loading and distribution facilities.

We also engineer and construct thermal vacuum test chambers for aerospace and defense industries and other infrastructure for industries including chemicals, petrochemical, sulfur, mining and minerals primarily in the extraction of non-ferrous metals, cement, agriculture, wastewater treatment facilities and other industrial customers.

delivers engineering, construction, maintenance, and repair services across diverse heavy industrial and energy transition markets, including midstream and downstream energy, chemicals, mining and minerals, renewable fuels, and hydrogen.

We also engineer and construct highly specialized infrastructure, notably thermal vacuum test chambers for the aerospace and defense sectors.

STRATEGIC PRIORITIES

Our strategy is focused on delivering long-term value and profitable growth through focused execution, encapsulated within three core pillars:

Win Our differentiated capabilities and strong customer relationships position us to capitalize on multi-year spending cycles within LNG and NGL infrastructure, data centers, hydrogen storage and utility infrastructure.

We are focused on increasing our share within existing markets while strategically expanding into high-value adjacent sectors.

Execute Operational excellence is at the heart of our approach.

We are driving disciplined capital allocation, rigorous project execution, and a strong safety culture to convert backlog into high-quality revenue.

This enables us to expand margins, improve operating leverage, and achieve greater earnings potential.

Deliver By scaling revenue and enhancing operational efficiency, we are building a resilient platform designed to generate consistent performance and long-term value for our shareholders.

Matrix is well-positioned to benefit from ongoing infrastructure investment and modernization, supported by a proven track record, a strong balance sheet, and a commitment to transparency, performance, and disciplined capital allocation.

Our strategy is centered on creating long-term shareholder value through three strategic priorities:

Win, Execute, and Deliver.

Win Our WIN strategy focuses on growing and diversifying our revenue base by securing projects across legacy, new, and re-emerging North American markets.

We are capitalizing on strong demand in our traditional LNG and NGL infrastructure markets while actively expanding into high-growth sectors, particularly power generation for data centers and the mining of critical minerals essential to technology and defense.

To provide our clients greater flexibility across diverse project delivery models, we are also accelerating growth in our construction-only services business.

Beyond our specific market focus, we are broadening our geographic reach and elevating our strategic account management to deepen existing relationships and drive new customer acquisition.

Collectively, these targeted initiatives, paired with our improved speed-to-market and lower cost structure, will strengthen our backlog, expand our market share, and drive sustainable, profitable organic growth.

Execute Execution is where our reputation is earned, relying on our absolute commitment to delivering high-quality projects safely, on time, and on budget.

Through recent organizational streamlining, our operations teams are now entirely dedicated to the bidding and execution of work, backed by an enterprise-wide culture of accountability where every leader and division is focused on measurable performance.

To drive consistent operational excellence, we are implementing targeted, full-lifecycle improvement initiatives across the organization.

By refining our project proposal and contracting discipline, improving engineering and construction processes, and reinforcing our safety, change, and quality management systems, we are structurally improving project outcomes and delivering greater value to our clients and shareholders.

Deliver We are committed to translating profitable growth and operational performance into sustainable value creation for our shareholders and other stakeholders.

Through disciplined capital allocation, operational efficiency, strategic investment in our people and systems, and a balanced approach to both organic and acquisition-related growth opportunities, we seek to generate consistent financial performance and long-term shareholder value.

Our strategic framework aligns the organization around common objectives, supports disciplined execution, and promotes accountability across the enterprise.

Supported by a strong balance sheet, liquidity, and a focus on operational excellence, we believe we are well positioned to execute our strategy and pursue long-term growth opportunities.

We believe Matrix is well-positioned to benefit from continued investment in energy, power, industrial, and infrastructure markets, supported by our experienced workforce, established customer relationships, strong balance sheet, and a commitment to safe and reliable project delivery.

COMPETITIVE STRENGTHS

Our competitive strengths include our strong safety culture, industry leading expertise in complex storage infrastructure, full-service capabilities, long-term client relationships, high return of repeat customers, people/highly skilled workforce, commitment to execution excellence, and strong risk management practices.

Our competitive strengths include our strong safety culture, deep expertise in complex storage infrastructure, full-service capabilities, long-term client relationships, high return of repeat customers, people/highly skilled workforce, commitment to execution excellence, and strong risk management practices.

OTHER BUSINESS MATTERS

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Most of our revenue comes from long-term customer relationships.

One customer accounted for $133.9 million or 17.4% of our consolidated revenue in fiscal 2025, which was primarily included in the Utilities and Power Infrastructure segment.

One customer accounted for $176.4 million or 20.1% of our consolidated revenue in fiscal 2026, which was primarily included in the Storage and Terminal Solutions segment.

Another customer accounted for $153.1 million or 17.5% of our consolidated revenue in fiscal 2026, which was primarily included in the Utility and Power Infrastructure segment.

Another customer accounted for $88.1 million or 10.0% of our consolidated revenue in fiscal 2026, which was primarily included in the Storage and Terminal Solutions segment.

Because these significant customers generally contract with us for specific projects or for specific periods of time, we may lose these customers from year to year as the projects or maintenance contracts are

See Part II, Item 8.

Financial Statement and Supplementary Data, Note 13 - Segment Information, for more information about concentration of revenue by segment.

Financial Statements and Supplementary Data, Note 13 - Segment Information, for more information about concentration of revenue by segment.

We market our services and products primarily through our marketing and business development personnel, senior professional staff and our operating management.

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A significant amount of our work is performed under contracts for specific projects on a fixed-price basis.

While we act as the prime contractor of full engineering, procurement, and construction ("EPC") scopes on many of our projects, we also execute a variety of contract scopes under various project delivery methods implemented by our customers, including but not limited to front-end engineering and design contracts, standalone engineering contracts, standalone fabrication contracts, standalone construction contracts, or some combination thereof, as well as and acting as a subcontractor to prime contractors for various scopes.

The Company also performs work under Master Service Agreements (“MSAs”), which allows us to provide more routine services to our customers on an as-needed basis, including but not limited to maintenance and repair services, typically priced using a time-and-material or cost-plus basis.

While we act as the prime contractor of full engineering, procurement, and construction ("EPC") scopes on many of our projects, we also execute a variety of contract scopes under various project delivery methods implemented by our customers, including but not limited to front-end engineering and design contracts, standalone engineering contracts, standalone fabrication contracts, standalone construction contracts, or some combination thereof, as well as acting as a subcontractor to prime contractors for various scopes.

The Company also performs work under Master Service Agreements (“MSAs”), which allow us to provide more routine services to our customers on an as-needed basis, including but not limited to maintenance and repair services, typically priced using a time-and-material or cost-plus basis.

We maintain a comprehensive schedule of primary and excess insurance policies covering a broad range of exposures arising from our construction and general business operations.

All of our policies have been procured with limits and deductibles or self-insured retention amounts up to certain limits applied on an occurrence or claims made basis.

Typically our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our services and provide warranties for materials.

We may also be required to name the customer as an additional insured up to the limits of insurance available, to purchase special insurance policies for specific projects.

We generally require our subcontractors to indemnify us and our customers and name us as an additional insured for activities arising out of the subcontractors’ work.

There can be no assurance that our insurance and the additional insurance coverage provided by our subcontractors will fully protect us against a valid claim or loss under the contracts with our customers and subcontractors.

In connection with our business, we may be required to provide various types of surety bonds guaranteeing our performance under certain contracts.

Our ability to obtain surety bonds depends upon the surety company’s current underwriting standards.

Customers may also request us to provide letters of credit in lieu of bonds to satisfy performance and financial guarantees on some projects.

We also require certain subcontractors to provide additional security, including surety bonds in favor of us, to secure the subcontractors' work.

We compete with local, regional, national and international contractors and service providers.

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Seasonality and Other Factors

Our operating results can exhibit seasonal fluctuations, especially in our Process and Industrial Facilities segment, for a variety of reasons.

Turnarounds and planned outages at customer facilities are typically scheduled in the spring and the fall when the demand for energy is lower.

Our operating results can exhibit seasonal fluctuations for a variety of reasons.

In our Process and Industrial Facilities segment, turnarounds and planned outages at customer facilities are typically scheduled in the spring and the fall when the demand for

energy is lower.

Therefore, revenue volume for turnaround and maintenance work can be higher during the spring and fall than other periods throughout the year.

Within the Utility and Power Infrastructure segment, power delivery work is generally scheduled by the public utilities when the demand for electricity is at its lowest.

Therefore, revenue volume in the summer months is typically lower than in other periods throughout the year.

Therefore, revenue volume for power delivery work is typically lower in the summer months than in other periods throughout the year.

Our business can also be affected, both positively and negatively, by seasonal factors such as energy demand or weather conditions including hurricanes, snowstorms, and abnormally low or high temperatures.

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Other factors impacting operating results in all segments come from decreased work volume during holidays, work site permitting delays or customers accelerating or postponing work.

The differing types, sizes, and durations of our contracts, combined with their geographic diversity and stages of completion, often results in fluctuations in our operating results.

The differing types, sizes, and durations of our contracts, combined with their geographic diversity and stages of completion, often result in fluctuations in our operating results.

Our overhead cost structure is generally fixed in the short term.

Significant fluctuations in revenue volume usually leads to over or under recovery of fixed overhead costs, which can have a material impact on our gross margin and profitability.

Significant fluctuations in revenue volume usually lead to over or under recovery of fixed overhead costs, which can have a material impact on our gross margin and profitability.

Material Sources and Availability

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Risk Factors, Risks Related to our Business and Operations, for more information.

We maintain insurance coverage for various aspects of our operations.

However, exposure to potential losses is retained through the use of deductibles, self-insured retentions and coverage limits.

Typically our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our services and provide warranties for materials.

We may also be required to name the customer as an additional insured up to the limits of insurance available, to purchase special insurance policies or surety bonds for specific customers or to provide letters of credit in lieu of bonds to satisfy performance and financial guarantees on some projects.

We maintain a performance and payment bonding line sufficient to support the business.

We generally require our subcontractors to indemnify us and our customers and name us as an additional insured for activities arising out of the subcontractors’ work.

We also require certain subcontractors to provide additional security, including surety bonds in favor of us, to secure the subcontractors’ work.

Human Capital Management

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Business Ethics and Core Values

Core Values - Our success relies on the skills, experience and dedication of our employees.

We are committed to cultivating an inclusive and dynamic work environment where people can find opportunities to succeed, grow and contribute to the success of the company.

Our success relies on the skills, experience and dedication of our employees.

We are committed to cultivating an engaging and dynamic work environment where people can find opportunities to succeed, grow and contribute to the success of the company.

Our employees work each day to provide safe and reliable services to a wide range of customers in the states where we operate.

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Across all areas of our business, we maintain focus on compliance and doing the right thing, and integrity is essential to every aspect of our business, in both policy and practice.

Accordingly, we are committed to ensuring compliance with all applicable laws and regulations, and to maintaining the highest standards of ethical conduct in accordance with our code of conduct.

Accordingly, we are committed to fostering compliance with all applicable laws and regulations, and to upholding the highest standards of ethical conduct in accordance with our code of conduct.

Health and Safety

We maintain a comprehensive safety and risk management program.

Our senior leadership, risk management department, and large network of safety directors and health, safety, and environmental professionals, effectively assess and manage potential risks and liabilities throughout the pre-construction and performance phases of our projects.

Ensuring the safety of our employees and those around us is integral to who we are, and paramount to our success and sustainability.

The journey to achieving and maintaining a zero-incident safety performance requires a strong culture of safety and hands-on leadership, combined with robust training along with comprehensive policies, processes, and systems to plan, perform, report, measure, and review, and to continuously improve our performance.

We have incorporated safety as a key performance metric in our incentive compensation plan by measuring our annual Total Recordable Incident Rate (‘‘TRIR’’), which is calculated by multiplying the number of recordable incidents by 200,000 and dividing that number by the total hours worked each year.

This metric is also used by others in our industry, which allows for a more objective comparison of our performance.

We have incorporated safety as a key performance metric in our incentive compensation plan.

We track and maintain several key safety metrics, which management reviews monthly.

One such metric is our Total Recordable Incident Rate (‘‘TRIR’’), which is calculated by multiplying the number of recordable incidents by 200,000 and dividing that number by the total hours worked each year.

Our TRIR was 0.92, 0.51, and 0.91 during fiscal years 2026, 2025, and 2024, respectively.

Culture and Inclusion

Foundational to attracting, developing, and retaining a diverse, engaged workforce is our commitment to making sure our employees feel safe, know they are valued, know that their work matters, and are provided opportunities to achieve their

maximum potential.

We believe when we value each other’s differences and encourage everyone’s voice to be heard, we can break down the barriers that stifle ideas and opportunities.

In fiscal 2025, we continued to advance and strengthen our culture by continuing year-round learning opportunities on unconscious bias and other inclusion-specific topics through our education offerings available to all employees through Matrix University, our internal training and development program.

Our Employee Resource Groups (ERGs), also advanced understanding by sharing stories and educational information in their regular ERG meetings and across our internal communication channels, and advocated for changes to help ensure our policies are inclusive.

Our ERGs also leverage data available through our participation in the Great Place To Work ® survey to identify areas for improvement specific to culture and inclusion.

Another metric is our Days Away, Restricted, or Transferred Rate ("DART"), which is calculated by multiplying the number of incidents requiring days away, restricted, or transferred by 200,000 and dividing that number by the total hours worked each year.

Our DART was 0.33, 0.21, and 0.28 during fiscal years 2026, 2025, and 2024, respectively.

These metrics are also used by others in our industry, which allows for a more objective comparison of our performance.

Culture and Engagement

Foundational to attracting, developing, and retaining an engaged workforce is our commitment to making sure our employees feel safe, know they are valued, know that their work matters, and are provided opportunities to achieve their maximum potential.

We believe when we foster a respectful and collaborative workplace culture, we create an environment where employees are empowered to do their best work and feel connected to our shared success.

We continued to advance and strengthen our culture by proactively addressing mental health issues through our enterprise-wide Mental Health Task Force, Matrix C.A.R.E.S.

In an industry where the suicide rate is four times the national average, we are committed to raising awareness and eliminating stigma around mental health and making resources available to all employees to address mental health issues or crises.

Through targeted job site and virtual sessions, Matrix C.A.R.E.S.

reached field and craft employees across the company, as well as our office-based employees across North America.

We also embedded the importance of mental health into daily operations as a key part of our safety orientations and onboarding for craft and field employees.

This consistent communication demonstrates our commitment to making mental health support accessible to all employees, everywhere.

Total Rewards Package

As part of our compensation philosophy and to attract and retain superior talent, we offer and maintain market-competitive total rewards programs for our employees.

As part of our compensation philosophy and to attract and retain superior talent, we seek to offer and maintain market-competitive total rewards programs for our employees.

In addition to base salaries, additional programs include incentive and project bonus opportunities, comprehensive healthcare coverage and insurance benefits, Company matched retirement plans, health savings and flexible spending accounts, an Employee Stock Purchase Plan, paid holidays and other paid time off, family leave, and flexible work schedules where possible.

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Our employees also benefit from the Matrix Performance Development Program, designed for collaborative development of annual performance goals and to promote continuous, transparent feedback between employees and their supervisors.

Employee Engagement

We also empower our employees to donate time, talent, and resources through Company-led initiatives, matching for employee charitable contributions, and paid volunteer time off.

Each year, our employees collectively log thousands of hours participating in individual community service projects in addition to hours they invest serving on boards and participating in Company-sponsored charitable events.

We also provide direct corporate financial support to nonprofit organizations in the communities where we live and work.

We also empower our employees to donate time, talent, and resources through Company-led initiatives, matching of employee charitable contributions, and paid volunteer time off.

Each year, our employees collectively log thousands of hours participating in individual community service projects in addition to hours they invest serving on non-profit boards and participating in Company-sponsored charitable events.

We also provide direct corporate financial support to non-profit organizations in the communities where we live and work.

Patents and Proprietary Technology

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While our intellectual property is not our main business, we believe that the ability to use these patents, trademarks, and technology enables us to expand our presence in the markets we serve and minimizes the development costs typically associated with organic growth.

Health and Safety Regulations

Our operations are subject to compliance with federal, state, local, and international laws and regulations that affect various aspects of our business including with respect to:

• Licensing, permitting, specifications and inspecting requirements applicable to construction projects;

• Worker safety regulations;

• Wage and hour regulations and regulations associated with our collective bargaining agreements and unionized workforce;

• Protection of the environment, including regulations established by the Environmental Protection Agency (EPA), state agencies and other foreign environmental regulators;

We believe that we are in compliance with all material legal, licensing and regulatory requirements that are necessary to conduct our operations.

Our failure to comply with applicable regulations could result in substantial fines or revocation of certain operating licenses, as well as give rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.

Our operations are subject to regulation by the U.S.

Department of Labor Occupational Safety and Health Administration (“OSHA”) and Mine Safety and Health Administration (“MSHA”), the U.S.

Department of Transportation, and to regulation under state laws and by the Canadian Workers’ Compensation Board and its Workplace Health, Safety and Compensation Commission.

Department of Transportation, and to regulation under state laws and by the Canadian Workers’ Compensation Board and its Workplace Health, Safety and Compensation

Regulations promulgated by these agencies require employers and independent contractors to implement work practices, medical surveillance systems and personnel protection programs to protect employees from workplace hazards and exposure to hazardous chemicals and materials.

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In order to minimize the financial exposure resulting from potential accidents associated with our work, we maintain liability insurance to limit losses that could result from our work.

Environmental

We believe we have an obligation to better the world in which we live and work – to do today’s work in a manner that advances and protects tomorrow’s world for future generations.

Across our organization, from our project sites to our offices, we are committed to environmental stewardship and to continuously seeking better, more sustainable ways to perform our work in existing and new markets, including renewables.

We are subject to labor laws and, where applicable, regulations associated with collective bargaining agreements and prevailing wage requirements.

While we work to adhere to the Fair Labor Standards Act (FLSA) and state level laws and regulations that establish minimum wage, overtime pay, and other employment standards, the inherent nature of work in the construction industry carries risk of claims for noncompliance.

Across our organization, from our project sites to our offices, we are committed to environmental stewardship and to continuously striving to perform our work in a sustainable and environmentally responsible manner.

Our operations and the operations of our customers are subject to extensive and changing environmental laws and regulations.

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We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or hazardous materials.

We are subject to numerous environmental laws, regulations and programs with respect to our work, including but not limited to the handling, transportation and disposal of non-hazardous and hazardous substances and wastes, laws governing emissions and discharges into the environment, including discharges into air, surface water, groundwater and soil, and programs related to the protection of endangered species and critical habitats.

In order to limit the risks associated with environmental exposure, we maintain certain environmental insurance policies that cover liability that may be incurred as a result of accidental releases of hazardous materials.

We do not currently foresee any significant future capital spending relating to environmental matters.

In order to limit costs incurred as a result of environmental exposure, we maintain contractor’s pollution liability insurance that covers liability that may be incurred as a result of accidental releases of hazardous materials.

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Investors should monitor that section of our website for press releases, investor presentations, SEC filings and public conference calls and webcasts.

While not our primary means of communication, investors can also learn more about us by visiting our social media channels.

We encourage investors, the media, and others interested in us to review the information posted on our Facebook site ( facebook.com/matrixservicecompany ), our LinkedIn account ( linkedin.com/company/matrix-service-company ) and our X account ( x.com/MatrixServiceCo ).

The information contained in our social media accounts is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC.

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-K

Item 1. Business