9 unchanged sentences
Other Information
−Removed: On May 15, 2025 , Mrs.
−Removed: Austin , our Vice President and Chief Administrative Officer , entered into a trading plan with her 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").
−Removed: The Rule 10b5-1 Trading Plan allows Mrs.
−Removed: Austin to sell up to 47,767 shares of Matrix Service Company common stock.
−Removed: Austin's Rule 10b5-1 Trading Plan expires upon the earlier of May 14, 2026 or the date all trades pursuant to such trading plan are executed.
+Added: During the three months ended June 30, 2026, 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.
+Added: As previously announced, Kevin S.
+Added: Cavanah, Chief Financial Officer, is separating from Matrix Service Company (the “Company”).
+Added: While the Company completes a comprehensive search for its permanent Chief Financial Officer, Andrew J.
+Added: (“A.J.”) Smith has been appointed as the Company’s Chief Financial Officer on an interim basis, effective September 10, 2026 and until the Company appoints a permanent replacement for the Chief Financial Officer position.
+Added: Smith has been designated as the Company’s principal financial officer and principal accounting officer for this interim period.
+Added: Smith, age 39, has served as the Senior Director of Accounting and Treasury for the Company since October 2025.
+Added: From February 2023 to October 2025, Mr.
+Added: Smith served as the Company’s Corporate Controller.
+Added: Prior to joining the Company, Mr.
+Added: Smith was a senior manager in the audit practice of Ernst & Young.
+Added: Smith holds a Bachelor of Business Administration degree and a Master of Accountancy degree from the University of Oklahoma.
+Added: Smith is a Certified Public Accountant and a Certified Treasury Professional.
+Added: In connection with his appointment as interim Chief Financial Officer, Mr.
+Added: Smith will receive supplemental compensation in the form of a cash payment of $10,000 per month and a one-time grant of 2,500 restricted stock units, which will vest in equal installments over three years from the grant date (which grant is in addition to the grant of 5,000 restricted stock units related to his service as Senior Director of Accounting and Treasury).
+Added: The foregoing description of the agreement between Mr.
+Added: Smith and the Company relating to his appointment as interim Chief Financial Officer is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.25 to this Form 10-K and is incorporated herein by reference.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
33 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation of Matrix Service Company (Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 7, 2022) .
−Removed: 3.2 Third Amended and Restated Bylaws, effective as of May 2, 2023 (Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2023) .
+Added: 3.2 Third Amended and Restated Bylaws, effective as of May 5, 2026 (Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed May 7, 2026).
4.1 Description of the Company's Common Stock (Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed September 4, 2019).
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(Exhibit 10.1 to the Company's Annual Report on Form 10-K filed September 10, 2025).
+Added: *+10.18 Transition and Separation Agreement - Kevin Cavanah (CFO) dated April 29, 2026 .
+Added: *+10.19 Separation Agreement - Nancy Austin (CAO) dated April 28, 2026.
+Added: +10.20 Deferred Compensation Plan for Non-Employee Directors (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed November 6, 2025).
+Added: +10.21 Transition and Separation Agreement - John Hewitt (CEO) dated February 1, 2026 (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed February 2, 2026).
+Added: *+10.22 Form of Long-Term Incentive Award Agreement (2020 Stock and Incentive Compensation Plan dated August 27, 2025).
+Added: *+10.23 Form of Long-Term Incentive Award Agreement for Officers (2020 Stock and Incentive Compensation Plan dated August 25, 2026).
+Added: *+10.24 Form of Long-Term Incentive Award Agreement for Non-Officers (2020 Stock and Incentive Compensation Plan dated August 25, 2026) .
+Added: *+10.25 Interim CFO Agreement - Andrew J.
+Added: Smith dated August 28, 2026 .
*19 Matrix Service Company Insider Trading Policy
9 unchanged sentences
*97 Matrix Service Company Clawback Policy
−Removed: *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.
−Removed: *101.SCH XBRL Taxonomy Schema Document.
−Removed: *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: *101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: *101.LAB XBRL Taxonomy Extension Labels Linkbase Document.
−Removed: *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: *101.INS Inline 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.
+Added: *101.SCH Inline XBRL Taxonomy Schema Document.
+Added: *101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: *101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
+Added: *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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September 3, 2026 By:
−Removed: Hewitt, President and
+Added: Payne, President and
Chief Executive Officer
2 unchanged sentences
Chandler Chairman of the Board of Directors September 3, 2026
−Removed: Hewitt President, Chief Executive Officer and Director September 10, 2025
−Removed: Hewitt (Principal Executive Officer)
+Added: Payne President, Chief Executive Officer and Director September 3, 2026
+Added: Payne (Principal Executive Officer)
Cavanah Vice President
10 unchanged sentences
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.