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Mistras 8-K Filings

MG NYSE

Every 8-K that Mistras (MG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow MG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MG filings page.

Rhea-AI Summary

Mistras Group, Inc. reported stronger results for the quarter and six months ended June 30, 2026. Second-quarter revenue was $193.1 million, up 4.2%, with gross margin expanding 10 basis points to 29.2%. Income from operations rose to $12.9 million, and GAAP net income reached $7.6 million, or $0.23 diluted EPS. Non-GAAP net income was $9.1 million, or $0.28 diluted EPS. Adjusted EBITDA was a record second-quarter $25.8 million, up 7.0%, with a 13.3% margin.

For the first half of 2026, revenue was $362.2 million, up 4.4%. Income from operations increased to $17.6 million, and GAAP net income was $10.0 million with $0.30 diluted EPS. Adjusted EBITDA reached $40.1 million, up 10.9%, with margin improving to 11.1%. Operating cash flow improved to $17.7 million versus prior-year use of cash, and free cash flow was $3.7 million versus negative free cash flow a year earlier.

Gross debt was $172.1 million and net debt $150.1 million at June 30, 2026. The total consolidated debt leverage ratio was 2.2x, the lowest since 2018 and below the 3.75x covenant. Reflecting demand in Aerospace & Defense, Infrastructure, and Power Generation, Mistras raised its 2026 outlook to $740.0–$755.0 million in revenue and $92.0–$95.0 million in Adjusted EBITDA.

Rhea-AI Summary

Mistras Group, Inc. reported the results of its 2026 annual shareholders meeting. Shareholders elected seven directors to one-year terms, with each nominee receiving over 25.6 million votes for and more than 3.5 million broker non-votes recorded.

Shareholders strongly ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 29,907,768 votes for, 164,402 against and 12,706 abstentions. They also approved an amendment to the Amended and Restated 2016 Long-Term Incentive Plan, with 25,998,434 votes for and 504,542 against, and gave advisory approval to the company’s executive compensation programs with 26,123,604 votes for and 212,125 against.

Rhea-AI Summary

Mistras Group, Inc. reported first quarter 2026 revenue of $169.0 million, up 4.6% year over year, driven by strong growth in strategic markets. Income from operations was $4.7 million, up $5.7 million from a prior-year loss, as gross margin expanded 120 basis points to 26.5%.

GAAP net income was $2.4 million, or $0.07 per diluted share, compared with a net loss of $3.2 million, while net income excluding special items reached $2.6 million, or $0.08 per diluted share. Adjusted EBITDA was $14.3 million, an 18.7% increase, with margin improving to 8.5%.

Strategic markets combined grew revenue by $15.3 million, or 30.1%, offsetting an $11.1 million decline in Oil & Gas from inspection deferrals and project delays. Operating cash flow was $2.8 million and free cash flow was negative $4.5 million, reflecting working capital changes and higher capital spending. Gross debt was $181.4 million, net debt $156.4 million, and the company reaffirmed its 2026 guidance for revenue of $730–$750 million and adjusted EBITDA of $91–$93 million.

Rhea-AI Summary

Mistras Group reported mixed but margin-focused results for Q4 and full-year 2025. Fourth-quarter revenue was $181.5 million, up 5.1%, with gross margin improving to 28.4%. Net income was $3.9 million, or $0.12 per diluted share, while Adjusted EBITDA reached a record $24.8 million, up 18.2% with a 13.7% margin.

For 2025, revenue was $724.0 million, slightly below 2024, but gross margin rose to 28.2%. Net income was $16.8 million, or $0.53 per diluted share, versus $19.0 million and $0.60 a year earlier, while record Adjusted EBITDA increased 10.5% to $91.1 million with a 12.6% margin.

Operating cash flow declined to $33.0 million and free cash flow to $3.8 million, mainly from higher receivables and capital spending. Gross debt was $178.0 million and net debt $150.0 million, with a bank leverage ratio of about 2.5x, below the 3.75x maximum. The company recorded $12.7 million of 2025 reorganization and other costs and highlighted plans to keep investing in higher-return, technically differentiated opportunities in 2026.

Rhea-AI Summary

Mistras Group (MG) filed an 8‑K to announce its third‑quarter results for the period ended September 30, 2025, released via a press release on November 4, 2025. The filing highlights that the company uses several non‑GAAP measures in the release, including Adjusted EBITDA, free cash flow, net debt, and income from operations before special items.

The press release includes reconciliations to GAAP for these metrics and presents segment and total company income from operations before special items, as well as diluted EPS excluding special items. Management states these measures are used for performance evaluation, planning, forecasting, and executive incentive compensation, while noting their limitations and that they should not be viewed as substitutes for GAAP results. The press release is furnished as Exhibit 99.1.

Rhea-AI 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.