[8-K] Mistras Group Inc. Reports Material Event

Rhea-AI Filing Summary

Mistras Group granted equity awards to its CEO to align her interests with shareholders. On September 8, 2025, the Compensation Committee awarded Natalia Shuman 25,000 restricted stock units (RSUs) and options to purchase 35,000 shares. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant and convert one-for-one into common stock upon vesting. The options have an exercise price of $9.71 (the September 8, 2025 NYSE closing price), become exercisable on or after September 8, 2026, and expire 10 years after the grant date, subject to standard exceptions for termination, death, or disability.

The committee noted Ms. Shuman received no equity at hire and that these awards follow eight months in her role. The Option Agreement and RSU Agreement are filed as exhibits.

Positive

• Board alignment action: CEO received equity awards to align management incentives with shareholders after eight months in role
• Clear vesting schedule: RSUs vest in three equal annual installments and convert one‑for‑one to common stock
• Standard option terms: Options priced at the grant date closing price ($9.71), exercisable after one year, with a 10‑year term

Negative

• None.

Insights

Compensation Specialist

TL;DR: CEO received time‑based RSUs and long‑dated options to promote ownership and retention.

The award structure combines multi‑year RSU vesting and a 10‑year option term with a one‑year cliff to support retention and align management incentives with shareholder value over time. The one‑for‑one RSU conversion and use of the closing price as the exercise price for options are standard market practices. The disclosed agreements should be reviewed for change‑in‑control and termination provisions that affect vesting acceleration, which are referenced but not detailed in the filing.

Corporate Governance Expert

TL;DR: Governance steps indicate board focus on alignment after initial no‑equity hire, with typical compensation committee rationale.

The Compensation Committee explicitly tied awards to shareholder alignment and the CEO's eight months in role, which offers governance transparency. The filing notes standard exceptions for vesting and expiration on termination, death, or disability and references executed agreements as exhibits, enabling investors to inspect detailed terms. The disclosure is routine and non‑financially material on its face.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2025

Mistras Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

001-34481

22-3341267

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

195 Clarksville Road
Princeton Junction,			New Jersey						08550
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (609) 716-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			MG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 8, 2025, Natalia Shuman, President and Chief Executive Officer of Mistras Group (the “Company”), was awarded 25,000 restricted stock units (“RSUs”) and options (“Options”) to purchase 35,000 shares of the Company’s common stock, pursuant to approval of the Compensation Committee of the Company’s Board of Directors. The RSUs vest in three equal annual installments on the first three anniversary dates of the September 8, 2025, grant date. Upon vesting, each RSU is converted into one share of Mistras common stock. The terms of the award are consistent with the standard terms of RSU awards for senior officers. The Options have an exercise price of $9.71, the September 8, 2025, closing price on the New York Stock Exchange for the Company’s common stock. The Options can be exercised any time on or after September 8, 2026, and expire 10 years after the September 8, 2025, grant date, in each case subject to certain exceptions as to the vesting and expiration in case of termination of employment, death or disability. The Option Agreement and RSU Agreement are filed herewith, and the terms of the agreements are incorporated herein by reference.

The Compensation Committee granted Ms. Shuman these awards at this strategic time for the Company because the Board felt that the CEO should have stock ownership to ensure alignment with our shareholders to promote a vested interest in the Company’s long-term performance. Ms. Shuman was not granted any equity upon commencing her employment and now that she has been in this key role for 8 months, the Board and the Compensation Committee determined that these awards were warranted.

Item 9.01.  Financial Statement and Exhibits

Exhibit No.     Description    

10.1          Option Award Agreement between the Company and Natalia Shuman

10.2        Restricted Stock Unit Certificate between the Company and Natalia Shuman

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			MISTRAS GROUP, INC.
Date: September 10, 2025			By:			/s/ Michael C. Keefe
						Name:			Michael C. Keefe
						Title:			Executive Vice President, General Counsel and Secretary

3

FAQ

What equity awards did Mistras Group grant to CEO Natalia Shuman (MG)?

The company granted 25,000 RSUs and options to purchase 35,000 shares on September 8, 2025.

When do the RSUs granted to Natalia Shuman vest?

The RSUs vest in three equal annual installments on the first three anniversaries of September 8, 2025.

What is the exercise price and term of the options granted to the CEO?

The options have an exercise price of $9.71 and expire 10 years after the September 8, 2025 grant date.

When can Natalia Shuman exercise her options?

The options are exercisable any time on or after September 8, 2026, subject to certain exceptions for termination, death, or disability.

Are the full award agreements available for review?

Yes. The Option Award Agreement and Restricted Stock Unit Certificate are filed as exhibits to the Form 8-K.