Every 8-K that Mistras Group Inc. (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.
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) 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.
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.
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.
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.
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.
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.
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.