Vahaviolos trust discloses 5.25M-share Mistras Group (MG) ownership on Form 3

Rhea-AI Filing Summary

Mistras Group, Inc. disclosed an initial statement of beneficial ownership on Form 3 for the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, which is identified as a more than 10% owner. The trust reports direct ownership of 5,251,358 shares of common stock following the reported position. The filing does not show any new buy or sell transaction, but rather records the trust’s existing holdings as of the reporting date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos

(Last) (First) (Middle)

C/O STEPHANIE FOGLIA

504 HIRAM ROAD

(Street)

PLYMOUTH MEETING PA 19462

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2025

3. Issuer Name and Ticker or Trading Symbol
Mistras Group, Inc. [ MG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,251,358	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Reporting person ("GRAT") was established by the grantor, Aspasia F. Vahaviolos. The shares were acquired by a gift from Mrs. Vahaviolos. Mrs. Vahaviolos' daughter, who does not reside with her, is the trustee for the trust and holds sole power over the voting and disposition of the shares of Mistras Group common stock held by the GRAT. Mrs. Vahaviolos and the GRAT trustee have agreed that the GRAT will be subject to the Issuer's insider trading compliance policy regarding the shares of common stock of the Issuer held by the GRAT because of the managerial position held by the trustee with the issuer

	/s/ Stephanie Foglia, Trustee	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What does the Form 3 filing for MG disclose about insider ownership?

The Form 3 shows an initial reporting of ownership in Mistras Group’s common stock. A Vahaviolos-related trust reports holding 5,251,358 shares, establishing it as a significant beneficial owner exceeding 10% of the company’s outstanding common stock.

Who is the reporting owner in the Mistras Group (MG) Form 3?

The reporting owner is the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos. This trust is categorized as a more than 10% beneficial owner of Mistras Group, reflecting a substantial position in the company’s common stock.

How many Mistras Group (MG) shares does the Vahaviolos trust report owning?

The trust reports direct beneficial ownership of 5,251,358 shares of Mistras Group common stock. This figure represents the total shares held following the reported position, indicating a large, concentrated stake in the company by the reporting trust.

Does the MG Form 3 show the trust buying or selling shares?

The Form 3 does not show a specific buy or sell transaction. Instead, it records the trust’s existing holdings in Mistras Group common stock, serving as an initial disclosure of its substantial ownership position to the market.

Why is the Vahaviolos trust listed as a more than 10% owner of MG?

The trust is marked as a more than 10% owner because its reported 5,251,358 common shares represent a significant portion of Mistras Group’s equity. Crossing the 10% threshold triggers enhanced reporting obligations under U.S. securities regulations.