Mistras Group (MG) COO granted 29,762 RSUs and reports prior share disposal

Rhea-AI Filing Summary

Mistras Group EVP & Chief Operating Officer Hammad Hanei Wail reported mixed equity transactions in company stock. On February 25, 2026, he acquired 29,762 shares of common stock at a price of $0.0000 per share as a grant or award. A footnote explains this represents restricted stock units earned from a performance award that will vest on December 31 in 2026, 2027, 2028 and 2029. Following this grant, his directly owned stake increased to 88,357 shares. The filing also reports a prior disposition to the issuer on March 25, 2025, where 6,384 shares of common stock were surrendered at $10.7900 per share, leaving 58,595 shares directly owned after that transaction.

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^*

Hammad Hanei Wail

(Last) (First) (Middle)

195 CLARKSVILLE RD

PRINCETON JUNCTION

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2025

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	03/25/2025		D		6,384	D	$10.79	58,595	D
Common Stock	02/25/2026		A		29,762(1)	A	$0	88,357	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 an award of restricted stock units for payment of a performance award earned, which vest on December 31 in 2026, 2027, 2028 and 2029.

	/s/ Laura Boswell, attorney in fact for Eileen Mary Coggins	03/04/2026
	/s/ Laura Boswell, attorney in fact for Hanei W. Hammad	03/04/2026
	** 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 stock transactions did MG executive Hammad Hanei Wail report?

Hammad Hanei Wail reported one equity grant and one disposition. He received 29,762 common shares as a performance-based restricted stock unit award and previously disposed of 6,384 shares to the issuer at $10.79 per share.

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

He acquired 29,762 shares of Mistras Group common stock. These represent restricted stock units earned from a performance award that will vest in stages on December 31 of 2026, 2027, 2028 and 2029.

What was the nature of the stock award reported by MG’s EVP & COO?

The award is a grant of restricted stock units for a performance award earned. According to the filing, these units will vest on December 31 in 2026, 2027, 2028 and 2029, spreading the benefit over four future dates.

What prior share disposition did MG executive Hammad Hanei Wail disclose?

He disclosed a disposition of 6,384 common shares to the issuer. This transaction occurred on March 25, 2025 at a reported price of $10.79 per share and left him holding 58,595 shares directly afterward.

How many Mistras Group shares does the COO hold after the latest equity grant?

After the February 25, 2026 grant, he directly holds 88,357 common shares. This total reflects the addition of 29,762 shares from the awarded restricted stock units as reported in the Form 4 filing.

Does the MG Form 4 show a buy or sell of shares on the open market?

The filing does not report open-market buys or sells. It shows an acquisition through a grant of restricted stock units and a prior disposition of shares back to the issuer, rather than regular market trading.