MISTRAS Group, Inc. filings document financial reporting, governance, compensation, and material events for an industrial asset integrity and testing company. Form 8-K reports include quarterly and annual results releases and reconciliations for non-GAAP measures such as Adjusted EBITDA, free cash flow, net debt, income from operations before special items, and diluted EPS excluding special items.
Proxy materials describe annual shareholder voting matters, including director elections, auditor ratification, amendments to the company's long-term incentive plan, and advisory executive-compensation votes. Other event filings cover executive officer compensation arrangements, restricted stock units, stock options, common-stock issuance mechanics, vesting terms, and board compensation committee approvals.
Mistras Group, Inc. (MG) announced expiration of its 40-calendar-day “go-shop” period at 11:59 p.m. Eastern Time on October 27, 2026; no alternative proposals were received from third parties before expiration. Under a September 17, 2026 merger agreement, H.I.G. affiliates have agreed to acquire Mistras for $20.35 per share of common stock in an all-cash transaction with enterprise value of approximately $866 million, including outstanding debt. Closing is expected in late 2026 or early 2027, subject to customary conditions, including stockholder and regulatory approvals.
During the period, Baird contacted or was contacted by 122 third parties: 24 strategic companies and 98 financial sponsors. Mistras entered confidentiality agreements with 40 and provided certain non-public information. Following expiration, Mistras, its subsidiaries and representatives became subject to customary “no-shop” provisions, with exceptions including “fiduciary out” provisions. The $20.35 price represents approximately 8% and 13% premiums to 30- and 90-day volume-weighted average unaffected share prices, respectively, for periods ended September 17, 2026, and is inclusive of 61% price appreciation from December 31, 2025 to September 17, 2026. Stockholders are scheduled to meet virtually November 24, 2026.
Mistras Group, Inc. (MG) agreed to a merger with Athena Purchaser, LLC (Parent); if completed, Athena Merger Sub, Inc. will merge into Mistras, which will survive as Parent’s wholly owned subsidiary. Each eligible common share would be converted into a right to receive $20.35 in cash, without interest and subject to applicable withholding taxes; shares for which holders properly perfect appraisal rights are excluded. The consideration is approximately 2.6% above the September 17, 2026 closing price of $19.84 per share and approximately 8.0% above the 30-day volume-weighted average closing share price for the period ended then.
Completion is expected in late 2026 or early 2027 and is subject to stockholder approval and other closing conditions, but not a financing condition. The FTC granted early termination of the HSR Act waiting period on October 22, 2026; specified nuclear-license actions must also be completed or confirmed unnecessary. At the November 24, 2026 special meeting, approval requires a majority of outstanding shares entitled to vote. The Board unanimously recommends all three proposals. Voting agreements cover approximately 29.0% of outstanding shares as of October 19, 2026.
Mistras Group, Inc. (MG) entered into a merger agreement with Athena Purchaser, LLC and its wholly owned subsidiary, Athena Merger Sub, Inc. The subsidiary would merge into Mistras, which would survive as Athena Purchaser’s wholly owned subsidiary. If completed, each outstanding common share other than treasury shares, shares held by the buyer entities or their wholly owned subsidiaries, and properly demanded appraisal shares would convert into $20.35 in cash, without interest and subject to applicable tax withholding.
Approval requires affirmative votes from holders of a majority of outstanding shares entitled to vote; the board unanimously recommends votes for the merger, adjournment and advisory compensation proposals. Voting agreements cover approximately 29.0% of outstanding shares as of October 8, 2026. The parties expect completion in late 2026 or early 2027, subject to stockholder, regulatory and other closing conditions; the merger is not subject to a financing condition. The 40-calendar-day go-shop period ends October 27, 2026. The $20.35 offer is described as an approximately 8.0% premium to the 30-day volume-weighted average closing share price for the period ended September 17, 2026.
Mistras Group, Inc. (MG) 10% owner Aspasia Felice Vahaviolos received 387,093 common shares on September 10, 2026, as an ordinary-course annuity payment from the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos. Her reported direct holdings after the transaction were 2,160,790 shares. The reported amount was adjusted retroactively to reflect a reduction of 21,142 shares after reconciliation against the reporting person's internal records; the amendment corrects a clerical error in the previously reported amount.
Mistras Group, Inc. entered into a merger agreement with Athena Purchaser, LLC and its wholly owned subsidiary, Athena Merger Sub, Inc. When the merger becomes effective and subject to the agreement’s terms and conditions, each eligible outstanding common share would be canceled for the right to receive $20.35 in cash per share, without interest and subject to applicable withholding taxes. Shares held by Parent, Merger Sub or Mistras Group as treasury stock, and shares held by stockholders who properly exercise and perfect appraisal rights, are excluded.
Stephanie Foglia, Mistras Group’s Director of Total Rewards, Aspasia Felice Vahaviolos, grantor of the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, and the Trust entered voting agreements with Parent. They agreed to vote their shares for the merger agreement and against competing acquisition proposals, subject to the agreements’ terms. The three reporting persons beneficially owned 7,693,103 shares, approximately 24.2% of outstanding common stock; the calculation uses 31,849,893 shares outstanding as of August 10, 2026.
Mistras Group, Inc. (MG) reported that EVP and Chief Commercial Officer Gennaro A. D'Alterio had 662 shares of common stock withheld on September 20, 2026 to pay income taxes arising from the vesting of restricted stock units. After this tax-withholding disposition, he holds 46,577 shares of Mistras Group common stock directly. No Rule 10b5-1 trading plan is reported for this transaction.
Mistras Group, Inc. (MG) is the subject of an amended Schedule 13D filed jointly by Stephanie Athena Foglia, Aspasia Felice Vahaviolos and the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, who together report beneficial ownership of 7,686,854 shares, or 24.1% of the common stock based on 31,849,893 shares outstanding as of August 10, 2026. The amendment discloses that Mistras entered into an Agreement and Plan of Merger with Athena Purchaser, LLC and Athena Merger Sub, Inc., under which each outstanding share of common stock (with specified exceptions) will be converted at the effective time into the right to receive $20.35 in cash per share, without interest and subject to withholding taxes. Concurrently, each reporting person entered into a Voting Agreement committing to vote their shares in favor of adoption of the Merger Agreement, against competing acquisition proposals, and to refrain from soliciting alternatives, subject to defined termination events.
Mistras Group, Inc. (MG) reported that Chief Legal Officer Eileen Mary Coggins had 1,636 shares of common stock withheld on September 18, 2026 to cover tax liability from the vesting of restricted stock units. After this tax-withholding disposition, she directly holds 13,364 shares of Mistras Group common stock.
Mistras Group, Inc. (MG) is the subject of an updated Schedule 13D/A filed by Mill Road Capital III, L.P., its general partner Mill Road Capital III GP LLC, and Thomas E. Lynch. The reporting group discloses beneficial ownership of 1,938,316 common shares, representing 6.1% of Mistras common stock, based on 31,849,893 shares outstanding as of August 5, 2026. The position, as of September 18, 2026, was acquired for an aggregate $13,897,120 using fund working capital and margin loan facilities.
During the reporting period, the fund bought 1,002 shares on August 12, 2026 at $17.058 per share in open-market cash transactions. The fund also sold exchange-traded American-style call and put options on Mistras shares, creating obligations to deliver or purchase stock if those options are exercised, while stating these derivative activities occurred in the ordinary course of business.
Mistras Group, Inc. (MG) entered into a definitive agreement to be acquired by affiliates of H.I.G. Capital in an all-cash merger where stockholders will receive $20.35 per share, valuing the company at an enterprise value of approximately $866 million, including outstanding debt.
At closing, Mistras will become a wholly owned subsidiary of Athena Purchaser, LLC and its common stock will be delisted. The deal carries a 40‑day go-shop period, voting agreements covering about 31% of shares in favor of the transaction, and is not subject to a financing condition, with equity and debt commitments in place.
Completion is expected in late 2026 or early 2027, subject to majority stockholder approval, antitrust and other regulatory clearances, absence of legal blocks and a Company Material Adverse Effect, and customary termination fee and break-fee provisions, plus cash retention bonuses for key executives tied to closing and one-year post-closing service.