MATRIX SERVICE CO

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

(A) Represents shares purchased under our Stock Buyback Program.

(B) During the three months ended September 30, 2026, we repurchased common stock pursuant to the Stock Buyback Program, which was approved by the board of directors in November 2018. Under the program, the aggregate number of shares repurchased could not exceed 2,707,175 shares. As of September 30, 2026, there were 1,114,237 shares available for repurchase under the Stock Buyback Program. On November 3, 2026 the Board of Directors approved the November 2026 program, which replaced the Stock Buyback Program. Under the November 2026 program, we may repurchase common stock of the Company up to an aggregate purchase price of $25.0 million. The November 2026 program expires in November 2028. We may repurchase our stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and are not obligated to purchase any shares. Terms of our ABL Facility also, among other things, limit share repurchases to $25.0 million per fiscal year provided that we meet certain availability thresholds.

Dividend Policy

We have never paid cash dividends on our common stock and the terms of our ABL Facility limit dividends to stock dividends other than certain cash dividends under management or employee benefit plans. Any future dividend payments will depend on the terms of our ABL Facility, our financial condition, capital requirements and earnings as well as other relevant factors.