Mistras Group (MG) EVP covers RSU taxes with share disposal

Rhea-AI Filing Summary

Mistras Group EVP and Chief Commercial Officer Gennaro A. D'Alterio reported a small tax-related share disposition. He disposed of 184 shares of Mistras Group common stock at $15.68 per share to cover taxes upon vesting of restricted stock units, and now directly holds 47,239 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

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^*

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)
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		184(1)	D	$15.68	47,239	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 Gennaro A. D'Alterio	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 insider transaction did Mistras Group (MG) report for Gennaro A. D'Alterio?

Mistras Group EVP Gennaro A. D'Alterio reported a disposition of 184 common shares. The shares were withheld to cover taxes upon vesting of restricted stock units, a non‑open‑market, tax-related transaction coded as “F” on the Form 4.

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

No, the Form 4 for Mistras Group shows a tax-withholding disposition, not an open-market sale. Shares were withheld to pay taxes due when restricted stock units vested, as indicated by transaction code “F” and the accompanying footnote.

How many Mistras Group (MG) shares does Gennaro A. D'Alterio hold after the Form 4?

After the reported tax-withholding disposition, Gennaro A. D'Alterio directly holds 47,239 shares of Mistras Group common stock. This figure reflects his direct ownership position following the 184-share withholding for restricted stock unit vesting taxes.

At what price were the withheld Mistras Group (MG) shares valued on the Form 4?

The 184 Mistras Group common shares withheld for tax purposes were valued at $15.68 per share on the Form 4. This price is used to calculate the tax-withholding value associated with the vesting of the restricted stock units.

What does transaction code “F” mean in the Mistras Group (MG) Form 4?

Transaction code “F” on the Mistras Group Form 4 indicates a payment of tax liability by delivering securities. Here, it reflects shares withheld from Gennaro A. D'Alterio upon restricted stock unit vesting to satisfy tax obligations rather than an ordinary market sale.