Mistras Group (NYSE: MG) COO shares withheld to cover taxes

Rhea-AI Filing Summary

Mistras Group, Inc. executive vice president and chief operating officer Hammad Hanei Wail reported a tax-related share disposition. On the transaction date, 2,865 shares of common stock were withheld to pay taxes upon vesting of restricted stock units, rather than sold in the open market. Following this withholding, he directly holds 61,777 shares of Mistras Group common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hammad Hanei Wail

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,865	$15.10	$43K

Holdings After Transaction: Common Stock — 61,777 shares (Direct)

Footnotes (1)

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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^*

Hammad Hanei Wail

(Last) (First) (Middle)

C/O MISTRAS GROUP

195 CLARKSVILLE ROAD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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	03/26/2026		F		2,865(1)	D	$15.1	61,777	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	03/26/2026
	** 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 Mistras Group (MG) report for Hammad Hanei Wail?

Mistras Group’s EVP and COO, Hammad Hanei Wail, reported a tax-withholding transaction. The company withheld 2,865 common shares to cover taxes due upon vesting of restricted stock units, rather than executing an open-market sale of shares.

Was the Mistras Group (MG) COO’s Form 4 transaction an open-market sale?

No, the Form 4 shows no open-market sale. The 2,865 Mistras Group common shares were withheld by the company to satisfy tax obligations triggered by vesting restricted stock units, as noted in the accompanying footnote.

How many Mistras Group (MG) shares does the COO hold after this transaction?

After the tax-withholding transaction, Hammad Hanei Wail directly holds 61,777 Mistras Group common shares. This figure reflects his position following the 2,865 shares withheld to satisfy tax obligations tied to restricted stock unit vesting.

What does the tax-withholding code F indicate in the Mistras Group (MG) Form 4?

Code F in the Form 4 indicates shares withheld to pay taxes or exercise costs. For Mistras Group, it shows 2,865 shares withheld from the COO’s equity vesting, covering tax liabilities instead of being sold on the open market.

Does the Mistras Group (MG) COO’s transaction signal a change in ownership strategy?

The reported transaction reflects routine tax withholding on vesting restricted stock units, not a discretionary trade. Shares were withheld to cover tax obligations, and the COO continues to directly hold 61,777 Mistras Group common shares after the event.