Mistras Group (MG) CFO logs 37,202-share award and 1,303-share tax disposition

Rhea-AI Filing Summary

Mistras Group Sr. EVP and CFO Edward J. Prajzner reported offsetting equity transactions in company stock. On February 25, 2026, he acquired 37,202 shares of common stock as a grant or award at $0.00 per share, increasing his direct holdings.

On February 28, 2026, he disposed of 1,303 shares of common stock at a price of $15.28 per share in a tax-withholding disposition, used to satisfy tax obligations on equity compensation. After these transactions, he directly held 154,920 common 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

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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^*

Prajzner Edward J

(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)
	Sr. EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		37,202	A	$0	156,223	D
Common Stock	02/28/2026		F		1,303	D	$15.28	154,920	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:

Remarks:

(1) Represents an award of restricted stock units for payment of a performance award earned, which vest 25% on December 31 in 2026, 2027, 2028 and 2029.

	s/s Laura Boswell, attorney-in-fact for Edward J. Prajzner	03/03/2026
	** 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).
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FAQ

What insider transactions did Mistras Group (MG) CFO Edward Prajzner report?

Edward Prajzner reported a grant of 37,202 common shares on February 25, 2026, followed by a tax-withholding disposition of 1,303 shares on February 28, 2026, both involving Mistras Group common stock.

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

The CFO acquired 37,202 shares of Mistras Group common stock on February 25, 2026, as a grant or award at $0.00 per share, increasing his direct ownership position in the company.

Why did the Mistras Group (MG) CFO dispose of 1,303 shares?

He disposed of 1,303 common shares on February 28, 2026, as a tax-withholding disposition. This means the shares were delivered to cover tax liabilities related to equity compensation, not an open-market sale.

What is Edward Prajzner’s Mistras Group (MG) share ownership after these transactions?

After the reported transactions, Edward Prajzner directly held 154,920 shares of Mistras Group common stock. This figure reflects the new grant of 37,202 shares and the 1,303-share tax-withholding disposition reported in the Form 4.

Were the Mistras Group (MG) insider transactions classified as buys or sells?

The Form 4 shows a grant/award acquisition of 37,202 shares and a tax-withholding disposition of 1,303 shares. These are equity compensation-related transactions rather than traditional open-market buying or selling.