Director Nicholas DeBenedictis (MG) receives 6,862-share Mistras stock award as fees

Rhea-AI Filing Summary

DEBENEDICTIS NICHOLAS reported acquisition or exercise transactions in this Form 4 filing.

Mistras Group, Inc. director Nicholas DeBenedictis received a stock award as part of his director fees. He was granted 6,862 shares of common stock at no cash cost, increasing his direct holdings to 248,820 shares. The filing also reports 25,000 shares held indirectly through his spouse.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DEBENEDICTIS NICHOLAS

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,862	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 248,820 shares (Direct, null); Common Stock — 25,000 shares (Indirect, By Spouse)

Footnotes (1)

1. [object Object]

Key Figures

Stock award: 6,862 shares Direct holdings after award: 248,820 shares Indirect holdings by spouse: 25,000 shares +1 more

4 metrics

Stock award 6,862 shares Common Stock grant for director fees

Direct holdings after award 248,820 shares Common Stock directly held after grant

Indirect holdings by spouse 25,000 shares Common Stock held indirectly through spouse

Grant price $0.00 per share Reported price for 6,862-share stock award

Key Terms

Grant, award, or other acquisition, By Spouse, Common Stock, director fees

4 terms

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

By Spouse financial

"nature_of_ownership: By Spouse"

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

director fees financial

"Transaction represents an award of stock for director fees."

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

DEBENEDICTIS NICHOLAS

(Last) (First) (Middle)

C/O MISTRAS GROUP

195 CLARKSVILLE

(Street)

PRINCETON JUNCTION NEW JERSEY 08550

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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

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

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

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	05/19/2026		A		6,862(1)	A	$0	248,820	D
Common Stock								25,000	I	By Spouse

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 an award of stock for director fees.

	/s/ Laura A. Boswell, attorney-in-fact for Nicholas DeBenedictis	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Mistras Group (MG) director Nicholas DeBenedictis report on this Form 4?

Nicholas DeBenedictis reported receiving a stock award of 6,862 Mistras Group common shares. The award represents director fees paid in stock, not an open-market purchase, and increased his directly held position disclosed in the filing.

How many Mistras Group (MG) shares did the director receive as a stock award?

He received 6,862 shares of Mistras Group common stock. The shares were granted at a reported price of $0.00 per share, reflecting compensation for director fees rather than a cash purchase on the open market.

What are Nicholas DeBenedictis’s Mistras Group (MG) direct holdings after the transaction?

After the stock award, his direct holdings total 248,820 Mistras Group common shares. This figure reflects his position following the 6,862-share grant recorded as compensation for serving on the company’s board of directors.

Does the Mistras Group (MG) Form 4 show any indirect ownership for the director?

Yes. The filing reports 25,000 Mistras Group common shares held indirectly through his spouse. This entry is listed as indirect ownership, separate from his 248,820 directly held shares disclosed in the same Form 4.

Was the Mistras Group (MG) director’s stock award an open-market transaction?

No. The Form 4 states the transaction was a grant of stock for director fees, coded as an award. The shares were issued at a price of $0.00 per share, indicating compensation rather than a market buy or sell.