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Mistras Group, Inc. shareholder Stephanie Foglia filed Amendment No. 2 to a Schedule 13D, reporting that she and a related trust beneficially own 5,917,135 shares of Mistras common stock, or about 18.60% of the company’s outstanding shares as of May 7, 2026.
The 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos holds 4,310,811 shares, representing 13.55% of the company, over which the trust has shared voting and dispositive power. Foglia also holds additional shares directly, via compensation, and through immediate family members.
The filing states that the shares are held for investment purposes and that the reporting persons currently have no specific plans for corporate transactions or governance changes, though they reserve the right to buy or sell shares or consider proposals in the future.
Mistras Group, Inc. ten percent owner-related trust reported an internal share transfer, not a market trade. A Grantor Retained Annuity Trust associated with reporting person Stephanie Athena Foglia made a bona fide gift of 411,875 shares of common stock as an ordinary-course annuity payment pursuant to the trust’s terms.
After this transfer, the GRAT continued to hold 4,310,811 common shares indirectly for the reporting person, who as trustee has sole voting and disposition power but disclaims beneficial ownership except for her pecuniary interest. Additional indirect family holdings include shares held by a spouse and children, alongside 1,393,324 shares held directly.
Mistras Group, Inc. major shareholder Aspasia F. Vahaviolos reported a bona fide gift of 411,875 shares of common stock on June 10, 2026. The transfer reflects an ordinary-course annuity payment from the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust to her. Following this non-cash transaction, she directly holds 1,794,839 shares of Mistras Group common stock.
Mistras Group, Inc. shareholders Stephanie Foglia and a related trust report beneficial ownership of 6,329,010 common shares, or about 19.89% of the company. This includes 4,722,686 shares, or 14.84%, held by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos.
The stake is held for investment purposes. The reporting persons state they currently have no specific plans for corporate actions such as mergers, control changes, or major asset sales, but may in the future buy more shares, sell shares, or consider proposals to the board or other shareholders.
Mistras Group, Inc. major shareholder Aspasia Felice Vahaviolos reported a bona fide gift of 528,672 shares of Common Stock at a stated price of $0.00 per share. After this transaction, she directly holds 1,382,964 Mistras Group shares. The footnote describes the transfer as an ordinary-course annuity payment from a 2025 Irrevocable Two-Year Grantor Retained Annuity Trust established by her.
Mistras Group, Inc. ten percent owner Stephanie Athena Foglia reported a bona fide gift and small open-market sales involving indirect holdings of the company’s common stock.
A Grantor Retained Annuity Trust linked to her made a 528,672-share annuity-related gift, while a spouse account sold a total of 4,000 shares at prices between $13.60 and $18.00 per share, leaving indirect and direct holdings still in the seven-figure share range.
Mistras Group, Inc. insider Stephanie Athena Foglia filed an initial ownership report as a ten percent owner of the company’s common stock. The filing shows direct ownership of 1,393,324 common shares and additional indirect holdings through several grantor retained annuity trusts (GRATs), as well as shares held by her spouse and children. Foglia is trustee for a 2025 irrevocable two-year GRAT and holds sole voting and disposition power over the issuer’s common stock in that trust, while disclaiming beneficial ownership of those GRAT shares except to the extent of her pecuniary interest.
DEBENEDICTIS NICHOLAS reported acquisition or exercise transactions in this Form 4 filing.
Mistras Group, Inc. director Nicholas DeBenedictis received a stock award as part of his director fees. He was granted 6,862 shares of common stock at no cash cost, increasing his direct holdings to 248,820 shares. The filing also reports 25,000 shares held indirectly through his spouse.
Mistras Group, Inc. director Richard H. Glanton received an award of 6,862 shares of Common Stock on May 19, 2026 as payment for director fees. The shares were granted at $0.00 per share as equity compensation rather than an open-market purchase, bringing his direct holdings to 68,431 shares. This is a single, routine stock grant classified as a grant, award, or other acquisition.
Mistras Group, Inc. director James J. Forese reported a stock award under a Form 4. On the transaction date, he received 6,862 shares of Common Stock as an award of stock for director fees at a reported price of $0.00 per share.
Following this grant, Forese directly owns 177,043 shares of Mistras Group common stock, according to the filing. The transaction is classified as a grant, award, or other acquisition rather than an open-market purchase or sale.