Mistras Group (MG) CFO has shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Mistras Group, Inc. Sr. EVP and CFO Edward Prajzner reported two tax-withholding dispositions of common stock tied to vesting equity awards. On March 7, 2026, 2,540 shares were withheld at $14.82 per share. On March 4, 2026, 698 shares were withheld at $15.68 per share. Footnotes state these transactions represent shares withheld to pay taxes upon vesting of restricted stock units and performance-based restricted stock units, rather than open-market sales. Following these transactions, Prajzner directly owned 151,682 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)
03/04/2026

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	03/04/2026		F		698(1)	D	$15.68	154,222	D
Common Stock	03/07/2026		F		2,540(2)	D	$14.82	151,682	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.

2. Transaction represents shares withheld to pay taxes upon vesting of performance-based restricted stock units.

	s/s Laura Boswell, attorney-in-fact for Edward J. Prajzner	03/10/2026
	** 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.

FAQ

What did Mistras Group (MG) CFO Edward Prajzner report in this Form 4?

Edward Prajzner reported two tax-withholding dispositions of Mistras Group common stock. These involved shares withheld upon vesting of restricted and performance-based stock units, used to cover tax obligations rather than representing open-market stock sales.

How many Mistras Group (MG) shares were withheld for Edward Prajzner’s taxes?

A total of 3,238 shares were withheld for taxes. This includes 2,540 shares on March 7, 2026 and 698 shares on March 4, 2026, all related to vesting of restricted and performance-based stock units.

At what prices were Mistras Group (MG) shares withheld in the Form 4 filing?

Shares were withheld at $14.82 per share on March 7, 2026 and $15.68 per share on March 4, 2026. These prices apply to common stock used to satisfy tax obligations from vesting equity awards.

Were Mistras Group (MG) shares in this Form 4 sold on the open market?

No, the Form 4 describes tax-withholding dispositions, not open-market sales. Footnotes explain the shares were withheld to pay taxes when restricted stock units and performance-based restricted stock units vested for the company’s Sr. EVP and CFO.

How many Mistras Group (MG) shares does Edward Prajzner own after these transactions?

After the reported tax-withholding dispositions, Edward Prajzner directly owns 151,682 shares of Mistras Group common stock. This figure reflects his direct holdings following the March 7, 2026 withholding transaction disclosed in the Form 4.

What do the footnotes in the Mistras Group (MG) Form 4 disclose?

The footnotes state that one transaction represents shares withheld to pay taxes upon vesting of restricted stock units, and the other represents shares withheld to pay taxes upon vesting of performance-based restricted stock units, both for the Sr. EVP and CFO.