Mistras Group (NYSE: MG) COO gets 29,762-share stock award

Rhea-AI Filing Summary

Mistras Group, Inc. executive Hammad Hanei Wail, EVP & Chief Operating Officer, reported updated insider activity. On February 25, 2026, he acquired 29,762 shares of common stock at $0.00 per share as a restricted stock unit (RSU) award for a performance grant. According to the footnote, these RSUs vest on December 31 in 2026, 2027, 2028 and 2029. After this award, his directly owned stake was 88,357 common shares.

The amended filing also restates a prior transaction from March 25, 2025, when 6,384 shares were disposed of at $10.79 per share to satisfy tax obligations through a tax-withholding disposition, not an open-market sale. Following that earlier transaction, he directly held 58,595 shares.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hammad Hanei Wail

(Last) (First) (Middle)

195 CLARKSVILLE RD

PRINCETON JUNCTION

(Street)

PRINCETON JUNCTION NJ 08550

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/04/2026

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2025		F		6,384	D	$10.79	58,595	D
Common Stock	02/25/2026		A		29,762(1)	A	$0	88,357	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock units for payment of a performance award earned, which vest on December 31 in 2026, 2027, 2028 and 2029.

Remarks:

This Form 4A is submitted to correct the transaction code on the above 3/25/2025 transaction from Code D to Code F, and the signature line of the attorney-in-fact.

	/s/Laura Boswell, attorney-in-fact for Hammad Hanei Wail	03/09/2026
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Mistras Group (MG) report for Hammad Hanei Wail?

Mistras Group reported that EVP & COO Hammad Hanei Wail received a grant of 29,762 restricted stock units on February 25, 2026, and recorded a prior March 25, 2025 tax-withholding disposition of 6,384 shares tied to equity compensation.

How many Mistras Group (MG) shares did the COO acquire in the latest Form 4/A?

The COO acquired 29,762 shares of Mistras Group common stock through a restricted stock unit award granted at zero cost. This award represents equity-based compensation, not an open-market purchase of shares for cash.

When do the new restricted stock units for Mistras Group (MG) COO vest?

The restricted stock units vest in four equal installments on December 31 of 2026, 2027, 2028 and 2029. This schedule spreads the compensation over several years, aligning ongoing service with equity delivery.

Did the Mistras Group (MG) COO sell any shares in this Form 4/A filing?

The filing reports a March 25, 2025 tax-withholding disposition of 6,384 shares at $10.79 per share. These shares were delivered to cover tax liabilities, rather than being sold in an open-market transaction.

What is Hammad Hanei Wail’s Mistras Group (MG) share ownership after the latest award?

After the February 25, 2026 restricted stock unit award, Hammad Hanei Wail directly owns 88,357 shares of Mistras Group common stock. This reflects his updated beneficial ownership position as reported in the amended Form 4.

What do transaction codes A and F mean in the Mistras Group (MG) Form 4/A?

Code A indicates an acquisition through a grant or award, here 29,762 restricted stock units. Code F indicates a disposition to pay tax or exercise costs, in this case 6,384 shares used for tax withholding on prior equity compensation.