MATRIX SERVICE CO

Trading Arrangements

During the six months ended December 31, 2024, 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.

A member of our Board of Directors, Jim Miller, purchased $5,000 of shares of our common stock through the 2011 Employee Stock Purchase Plan during the quarter ended September 30, 2024 and $5,000 of shares of our common stock through the 2011 Employee Stock Purchase Plan during the quarter ended December 31, 2024. The 2011 Employee Stock Purchase Plan may be considered a "Non-Rule 10b5-1 trading arrangement" under Item 408 of Regulation S-K.

Amendment of Bylaws

On February 4, 2025, the Board of Directors adopted and approved the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective as of such date.

The Amended and Restated Bylaws, among other things:

•Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to define certain terms, to clarify or limit the scope of information required regarding proposing stockholders, proposed nominees and other related persons and to clarify a proposing stockholder’s obligation to update its notice;

•Specify the powers of the Board of Directors and the chair of a stockholder meeting to regulate conduct at a meeting and to adjourn a meeting;

•Clarify the power of the Company to hold virtual meetings of stockholders;

•Require director candidates to make themselves available for interviews with members of the Board of Directors;

•Permit special meetings of the Board of Directors to be called on less than 24 hours’ notice, if necessary or appropriate; and

•Implement non-substantive, technical, and conforming changes.

The foregoing description of the updated provisions in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.2 and incorporated herein by reference.