[Form 4] Mistras Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Natalia Shuman-Fabbri, President and CEO and Director of Mistras Group, Inc. (MG), reported awards on 09/08/2025. The filing shows receipt of 25,000 restricted stock units that vest 100% on the first anniversary of the grant and 35,000 stock options granted with a $9.71 exercise price, exercisable beginning 09/08/2026 and expiring 09/07/2035. Following the transactions she beneficially owns 25,000 shares from the RSUs and 35,000 underlying shares from the options, all held in a direct ownership form. The form was signed by an attorney-in-fact on 09/09/2025.

Positive

• 25,000 restricted stock units awarded, vesting 100% on the first anniversary of the grant
• 35,000 stock options granted with a $9.71 exercise price, exercisable beginning 09/08/2026 and expiring 09/07/2035
• All reported holdings are direct, with 25,000 shares and 35,000 option-underlying shares reported following the transactions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Executive received equity awards comprised of RSUs and options, a routine compensation event aligning pay with long-term performance.

The filing documents a grant of 25,000 restricted stock units vesting in full after one year and 35,000 stock options with a $9.71 strike and a ten-year contractual life, exercisable starting one year after grant. From a governance perspective, time-based vesting and multi-year option terms are standard mechanisms to retain senior management and link compensation to future stock performance. The filing is administrative and contains no additional changes to ownership form or transfers.

Compensation Analyst

TL;DR: The award package is a mix of RSUs and options, indicating standard long-term incentive structure.

The package totals potential economic exposure to 60,000 common shares (25,000 RSUs plus 35,000 option-underlying shares). The RSUs vest 100% on the first anniversary, delivering value if the executive remains with the company. The options have a $9.71 exercise price and a long expiration to allow for multi-year upside capture. No cash transactions or dispositions are reported; ownership is direct.

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^*

SHUMAN-FABBRI NATALIA

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		A		25,000(1)	A	$0	25,000	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
Stock Options (Right to Buy)	$9.71	09/08/2025		A		35,000		09/08/2026	09/07/2035	Common Stock	35,000	$0	35,000	D

Explanation of Responses:

1. Represents an award of restricted stock units that will vest 100% on the first anniversary date of the grant.

	/s/ Michael C. Keefe, attorney-in-fact for Natalia Shuman-Fabbri	09/09/2025
	** 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 equity awards did Natalia Shuman-Fabbri report on Form 4 for MG?

The Form 4 reports 25,000 restricted stock units and 35,000 stock options granted on 09/08/2025.

When do the reported RSUs vest and when are the options exercisable for MG insider filings?

The RSUs vest 100% on the first anniversary of the grant. The options are exercisable beginning 09/08/2026 and expire 09/07/2035.

What is the exercise price of the options granted to the MG reporting person?

The reported stock options have an exercise price of $9.71 per share.

How many shares does the reporting person beneficially own following the transactions?

Following the reported transactions the filing shows 25,000 shares from the RSUs and 35,000 option-underlying shares beneficially owned, all direct.

Who signed the Form 4 for Natalia Shuman-Fabbri and when?

The form was signed by Michael C. Keefe, attorney-in-fact for Natalia Shuman-Fabbri on 09/09/2025.