Mistras major holder gets 387K gifted shares

A 10% owner of Mistras Group received 387,093 common shares as an annuity payment from a GRAT, bringing direct holdings to about 2.15 million shares.

Rhea-AI Filing Summary

Mistras Group, Inc. (symbol: MG) is the issuer of record for a Form 4 filing submitted to the SEC. Vahaviolos Aspasia Felice reported acquisition or exercise transactions in this Form 4 filing.

Mistras Group, Inc. (MG) reported that major shareholder Aspasia F. Vahaviolos received an ordinary-course annuity payment of 387,093 shares of common stock on September 10, 2026, as a bona fide gift from her 2025 Irrevocable Two-Year Grantor Retained Annuity Trust. Following this transaction and a retroactive adjustment, she holds 2,154,541 shares directly.

Insider Trade Summary

387,093 shares gifted

Gift 1 txn

Insider Vahaviolos Aspasia Felice

Role 10% Owner

Type	Security	Shares	Price	Value
Gift	Common Stock F1, F2	387,093	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,154,541 shares (Direct)

Footnotes (2)

1. F1. Represents an ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos ("GRAT") to the reporting person pursuant to the terms of the GRAT.
2. F2. The amount was adjusted retroactively to reflect a reduction of 27,391 shares due to a rationalization of the amounts previously reported against the reporting person's internal records.

Key Figures

Shares received as annuity payment: 387,093 shares Shares held after transaction: 2,154,541 shares Retroactive share reduction: 27,391 shares +1 more

4 metrics

Shares received as annuity payment 387,093 shares Bona fide gift of common stock on September 10, 2026 from a GRAT

Shares held after transaction 2,154,541 shares Direct common stock holdings of the reporting person following the transaction

Retroactive share reduction 27,391 shares Reduction due to rationalization of previously reported amounts vs. internal records

Reported gift shares 387,093 shares Total shares classified as a bona fide gift in the Form 4 transaction summary

Key Terms

Grantor Retained Annuity Trust, bona fide gift, ten percent owner

3 terms

Grantor Retained Annuity Trust financial

"2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos ("GRAT")"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

bona fide gift regulatory

"transaction code description is reported as a bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

ten percent owner regulatory

"the reporting person is identified as a ten percent owner of the issuer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Mistras Group (MG) disclose in this Form 4?

The filing reports that Aspasia F. Vahaviolos received a bona fide gift of 387,093 shares of Mistras Group common stock on September 10, 2026 as an annuity payment from her 2025 Irrevocable Two-Year Grantor Retained Annuity Trust.

How many MG shares does the reporting person hold after this transaction?

After the reported gift and a retroactive share adjustment, Aspasia F. Vahaviolos directly holds 2,154,541 shares of Mistras Group common stock, as stated in the Form 4’s post-transaction holdings field and related footnote.

What is the nature of the 387,093-share transfer in the MG Form 4?

The 387,093-share transfer is described as an ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos to her, pursuant to the terms of that Grantor Retained Annuity Trust (GRAT).

Was the Mistras Group (MG) Form 4 transaction executed under a Rule 10b5-1 plan?

No. The Form 4’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the transfer as an ordinary-course annuity payment from a GRAT, with no reference to a trading plan under Rule 10b5-1.

What adjustment was made to the MG insider’s reported share amount?

A footnote explains that the amount was adjusted retroactively to reflect a reduction of 27,391 shares due to a rationalization of amounts previously reported against the reporting person’s internal records.

What role does the reporting person have at Mistras Group (MG)?

The Form 4 identifies Aspasia F. Vahaviolos as a ten percent owner of Mistras Group, Inc. She is not listed on the form as a director or officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 09:30 PM Accepted by SEC EDGAR 09/14/2026 - 09:29 PM Learn about SEC filing dates

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^*

Vahaviolos Aspasia Felice

(Last) (First) (Middle)

7 RIDGEVIEW ROAD

(Street)

PRINCETON NEW JERSEY 08540

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Mistras Group, Inc. [ MG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/10/2026		G(1)		387,093	A	$0	2,154,541(2)	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 ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos ("GRAT") to the reporting person pursuant to the terms of the GRAT.

2. The amount was adjusted retroactively to reflect a reduction of 27,391 shares due to a rationalization of the amounts previously reported against the reporting person's internal records.

	/s/ Aspasia Vahaviolos	09/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)