[Form 4] Mistras Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Eileen Mary Coggins, EVP & Chief Legal Officer of Mistras Group, acquired 15,000 restricted stock units that vest 100% on the first anniversary of the grant and holds 25,000 stock options exercisable one year after grant with an exercise price of $9.55 and an expiration date in 2035. After the reported transactions she beneficially owns 15,000 shares directly and 25,000 option shares listed as direct holdings. The Form 4 discloses the grant terms and the ownership changes without additional financial performance details.

Positive

• Senior executive received equity compensation (15,000 RSUs and 25,000 options), which aligns management incentives with shareholder value
• Options exercisable after one year with a $9.55 exercise price, creating a clear performance threshold for value realization

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Executive received equity compensation aligning pay with shareholder value; vesting and option terms encourage retention.

The award of 15,000 restricted stock units that vest fully after one year and 25,000 options exercisable after one year with a 2035 expiration indicate a compensation structure designed for medium-term retention and alignment with stock performance. The exercise price of $9.55 sets a clear performance hurdle for option value creation. No forfeiture clauses or acceleration provisions are described in the filing.

Securities Analyst

TL;DR: Insider equity grants increase executive ownership but the disclosed amounts appear immaterial relative to company-wide capitalization.

The transaction shows direct acquisition of equity instruments by a senior officer, which can be interpreted as alignment with shareholder interests. The filing does not provide company market capitalization or percent ownership, so materiality cannot be assessed from this Form 4 alone. No sales or dispositions were reported that would suggest liquidity events by the insider.

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).

1. Name and Address of Reporting Person^*

Coggins Eileen Mary

(Last) (First) (Middle)

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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025	09/15/2026	P		15,000(1)	A	$9.55	15,000	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
Stock Options (Right to Buy)	$9.55	09/15/2025	09/15/2026	P		25,000		09/15/2026	09/15/2035	Stock Options (Right to Buy)	25,000	$9.55	25,000	D

Explanation of Responses:

1. Represents an award of restricted stock units that will vest 100% on the first anniversary date of the grant.

	/s/Michael C. Keefe, attorney-in-fact for Eileen Mary Coggins	09/25/2025
	** 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 transactions did Mistras Group (MG) report by Eileen Mary Coggins?

The Form 4 reports an award of 15,000 restricted stock units (vesting 100% on the first anniversary) and ownership of 25,000 stock options with a $9.55 exercise price.

When do the reported stock options for MG become exercisable and when do they expire?

The stock options are exercisable on 09/15/2026 and expire in 2035, per the filing.

How many shares does the reporting person beneficially own after the transactions?

Following the reported transactions the filing shows 15,000 shares beneficially owned directly and 25,000 option shares listed as direct holdings.

What is the exercise price for the stock options disclosed on the Form 4?

The disclosed exercise price for the stock options is $9.55.

Do the disclosed awards include any contingent vesting conditions?

The filing states the 15,000 restricted stock units vest 100% on the first anniversary of the grant; no other contingent vesting conditions are specified in the Form 4.