[Form 4] Mistras Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mistras Group insider disclosure: This Form 4 shows that a trust associated with Sotirios Vahaviolos completed a distribution of 4,685,578 shares of Mistras Group, Inc. (ticker MG) on 07/02/2025. The transaction is coded as a distribution (code G) at a price of $0, and the report shows 0 shares beneficially owned by the reporting trust after the distribution. The filing notes this distribution represented the final distribution and the trust was terminated. The Form 4 was signed by an attorney-in-fact for the trustee on 09/10/2025.

Insights

Securities Analyst

TL;DR: A large insider distribution of 4.69 million MG shares reduced the trust's holding to zero — a materially dilutive insider disposition.

The reported disposition of 4,685,578 shares is large in absolute terms and could be material to shareholders depending on the company's outstanding float. The transaction is reported as a trust distribution (code G) at no cash price to the trust, indicating settlement within estate/trust management rather than an open-market sale by the reporting person. The filing explicitly states the trust was terminated after the final distribution, removing that block from the reporting trust's ownership registry. For investors, this is a clear change in insider ownership concentration; the filing does not disclose whether shares were transferred to related parties or sold into the market.

Corporate Governance Expert

TL;DR: Disclosure appears complete and signed by attorney-in-fact; the trust termination and final distribution are documented on Form 4.

The Form 4 identifies the reporting entity as "Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust" and marks the reporting person relationship as a Director. The filing includes an explanatory note that the distribution was final and that the trust was terminated, and it carries a dated signature from an attorney-in-fact for the trustee. From a governance perspective, the document meets Section 16 disclosure mechanics by reporting the transaction date, amount, post-transaction ownership (zero) and a signatory; no amendments or additional explanatory schedules are present in the text provided.

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
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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^*

Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		G		4,685,578(1)	D	$0	0	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. This represents the final distribution of the shares in the trust and after which the trust was terminated.

	/s/ Michael C. Keefe, attorney-in-fact for Stephanie Foglia, Trustee	09/10/2025
	** 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 transaction did the Form 4 for Mistras Group (MG) report?

The Form 4 reports a trust distribution of 4,685,578 shares on 07/02/2025, coded as a distribution (code G).

Who is the reporting person on the Form 4 for MG?

The reporting entity is the Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust; the relationship field marks the reporting person as a Director.

What was the reporting trust's ownership after the transaction?

The filing shows 0 shares beneficially owned by the trust following the reported distribution.

Does the filing state the trust was terminated?

Yes. The filing's explanation states this distribution represented the final distribution of the shares in the trust and that the trust was terminated.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/10/2025 by Michael C. Keefe, attorney-in-fact for Stephanie Foglia, Trustee.