Mistras Group (MG) COO has shares withheld to cover RSU tax

Rhea-AI Filing Summary

Mistras Group, Inc. executive Hammad Hanei Wail, EVP & Chief Operating Officer, reported a small tax-related share disposition. On the vesting of restricted stock units, 337 shares of common stock were withheld at $15.68 per share to cover taxes. Following this routine withholding, he holds 64,642 common shares directly.

Insights

Insider transactions analyst

Routine tax withholding with minimal impact on insider ownership.

The filing shows 337 shares of Mistras Group, Inc. common stock withheld to pay taxes upon vesting of restricted stock units. The transaction is coded F, indicating a tax-withholding disposition rather than an open-market sale or purchase.

After this event, EVP & Chief Operating Officer Hammad Hanei Wail directly holds 64,642 common shares. The small size of the withholding relative to his remaining stake and its tax-related nature suggest this is a standard administrative transaction rather than a signal about his outlook on the company.

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

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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)

C/O MISTRAS GROUP

195 CLARKSVILLE ROAD

(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)
03/04/2026

4. 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 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	03/04/2026		F		337(1)	D	$15.68	64,642	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. Transaction represents shares withheld to pay taxes upon vesting of restricted stock units,

	/s/ Laura Boswell, attorney-in-fact for Hanei W. Hammad	03/10/2026
	** 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 transaction did Mistras Group (MG) report for Hammad Hanei Wail?

Mistras Group reported that EVP & Chief Operating Officer Hammad Hanei Wail had 337 common shares withheld to cover taxes upon vesting of restricted stock units. This is coded as a tax-withholding disposition, not an open-market trade, making it a routine administrative event.

Was the Mistras Group (MG) Form 4 transaction a sale or purchase of shares?

The Form 4 does not show a market sale or purchase. Instead, 337 common shares were withheld to pay tax liabilities on restricted stock unit vesting, coded as transaction type F. Such tax-withholding dispositions are standard and do not reflect an active buy or sell decision.

How many Mistras Group (MG) shares does Hammad Hanei Wail hold after this Form 4?

After the tax-withholding transaction, Hammad Hanei Wail directly holds 64,642 shares of Mistras Group common stock. This post-transaction holding figure is provided in the Form 4 and shows he retains a substantial equity position following the routine tax-related share disposition.

What does transaction code F mean in the Mistras Group (MG) Form 4 filing?

Transaction code F indicates a tax-withholding disposition, where shares are delivered or withheld to satisfy tax obligations or exercise price. In this case, 337 Mistras Group common shares were withheld upon restricted stock unit vesting to pay taxes, rather than being sold on the open market.

Does the Mistras Group (MG) Form 4 suggest a change in insider sentiment?

The Form 4 reflects a routine tax-withholding event, not a discretionary sale. Only 337 shares were withheld to cover taxes on restricted stock unit vesting, while 64,642 shares remain directly held. Such administrative transactions typically carry limited informational value regarding insider sentiment.