Mistras Group (MG) EVP D'Alterio reports RSU tax withholding, holds 29,035 shares

Rhea-AI Filing Summary

Mistras Group, Inc. executive Gennaro A. D'Alterio, EVP and Chief Commercial Officer, reported a routine equity transaction involving company stock. On 09/24/2025, 475 shares of common stock were withheld and disposed of at a price of $9.53 per share to cover tax liabilities triggered by the vesting of restricted stock units. This is described as shares withheld for payment of a tax liability, rather than an open-market sale.

After this tax-withholding transaction, D'Alterio beneficially owns 29,035 shares of Mistras Group common stock in direct form. The filing is made on Form 4 by a single reporting person and reflects ongoing equity-based compensation activity for a senior officer.

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^*

D'Alterio Gennaro A.

(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)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025		F		475(1)	D	$9.53	29,035	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 shares withheld for payment of tax liability as a result of the vesting of restricted stock units.

	/s/ Michael C. Keefe, attorney-in-fact for Gennaro A. D'Alterio	12/04/2025
	** 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 insider transaction did Mistras Group (MG) report in this Form 4?

The Form 4 reports that EVP and Chief Commercial Officer Gennaro A. D'Alterio had 475 shares of Mistras Group common stock withheld on 09/24/2025 to pay taxes due on vesting restricted stock units, at a price of $9.53 per share.

How many Mistras Group (MG) shares does the reporting person own after the transaction?

Following the reported transaction, Gennaro A. D'Alterio beneficially owns 29,035 shares of Mistras Group common stock, held directly.

Who is the insider involved in this Mistras Group (MG) Form 4 filing?

The insider is Gennaro A. D'Alterio, who serves as Executive Vice President and Chief Commercial Officer of Mistras Group, Inc.

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

No. The filing explains that the 475 shares represent stock withheld for payment of tax liability resulting from the vesting of restricted stock units, not an open-market sale.

What was the transaction date reported for the Mistras Group (MG) insider activity?

The earliest transaction date disclosed in the Form 4 is 09/24/2025.

Is this Mistras Group (MG) Form 4 filed by one or multiple reporting persons?

The form is indicated as filed by one reporting person, covering the holdings and transaction of Gennaro A. D'Alterio only.