Major Mistras Group (MG) holder reports 528,672-share trust-related gift

Rhea-AI Filing Summary

Mistras Group, Inc. major shareholder Aspasia Felice Vahaviolos reported a bona fide gift of 528,672 shares of Common Stock at a stated price of $0.00 per share. After this transaction, she directly holds 1,382,964 Mistras Group shares. The footnote describes the transfer as an ordinary-course annuity payment from a 2025 Irrevocable Two-Year Grantor Retained Annuity Trust established by her.

Insider Trade Summary

528,672 shares gifted

Mixed 1 txn

Insider Vahaviolos Aspasia Felice

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	528,672	$0.00	--

Holdings After Transaction: Common Stock — 1,382,964 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares transferred: 528,672 shares Price per share: $0.00 per share Shares held after transaction: 1,382,964 shares +1 more

4 metrics

Shares transferred 528,672 shares Common Stock bona fide gift on 2025-12-31

Price per share $0.00 per share Recorded transaction value for gifted shares

Shares held after transaction 1,382,964 shares Direct ownership following reported gift

Gift transactions 1 transaction, 528,672 shares Form 4 transaction summary giftCount and giftShares

Key Terms

bona fide gift, Grantor Retained Annuity Trust, ten percent owner, Common Stock

4 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Grantor Retained Annuity Trust financial

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

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

ten percent owner financial

"is_ten_percent_owner: 1"

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.

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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^*

Vahaviolos Aspasia Felice

(Last) (First) (Middle)

7 RIDGEVIEW ROAD

(Street)

PRINCETON NEW JERSEY 08540

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		G(1)		528,672	A	$0	1,382,964	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 ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos ("GRAT") to the reporting person pursuant to the terms of the GRAT.

	/s/ Aspasia Vahaviolos	06/04/2026
	** 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 insider transaction did Aspasia Felice Vahaviolos report for Mistras Group (MG)?

Aspasia Felice Vahaviolos reported a bona fide gift of 528,672 Mistras Group common shares. The shares transferred at a stated price of $0.00 per share and are linked to an annuity payment from a 2025 Grantor Retained Annuity Trust established in her name.

How many Mistras Group (MG) shares does Aspasia Felice Vahaviolos hold after this Form 4 transaction?

Following the reported transaction, Aspasia Felice Vahaviolos holds 1,382,964 Mistras Group common shares directly. This post-transaction figure shows that, despite the large transfer, she retains a substantial ownership position as a ten percent owner of the company’s stock.

What was the price per share for the Mistras Group (MG) shares transferred in this filing?

The 528,672 Mistras Group common shares in this Form 4 were recorded at a transaction price of $0.00 per share. This reflects that the transaction is characterized as a bona fide gift rather than an open-market sale or purchase for cash consideration.

How is the Mistras Group (MG) insider transaction related to a Grantor Retained Annuity Trust?

The filing footnote states the transfer represents an ordinary-course annuity payment from the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos. This indicates the share movement is tied to pre-established trust terms rather than discretionary market trading activity.

Is the Mistras Group (MG) Form 4 transaction a market sale by the insider?

The transaction is coded as a bona fide gift with a $0.00 per-share price, not an open-market sale. The footnote describes it as an annuity payment from a Grantor Retained Annuity Trust, suggesting it is part of an estate or trust arrangement rather than a cash sale.