STOCK TITAN

Mistras Group trustee gifts 387K shares of stock

Ten percent owner Stephanie Athena Foglia reported a large GRAT annuity-payment gift and updated direct and indirect holdings in Mistras Group, Inc. common stock.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Mistras Group, Inc. (MG) had a Form 4 filing reporting that ten percent owner Stephanie Athena Foglia, as trustee of the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, made a bona fide gift of 387,093 shares of common stock on September 10, 2026 as an ordinary course annuity payment by the trust. Foglia reports 1,393,324 shares of common stock held directly after the reported transactions, plus additional indirect holdings including 1,692 shares held by her spouse. The filing states she holds sole voting and disposition power over the shares held by the trust but disclaims beneficial ownership except to the extent of her pecuniary interest.

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Insider Foglia Stephanie Athena, 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Gift Common Stock F1, F2 387,093 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 4,081,359 shares (Indirect, By GRAT); Common Stock — 1,393,324 shares (Direct); Common Stock — 55,938 shares (Indirect, By Child); Common Stock — 1,692 shares (Indirect, By Spouse)
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") pursuant to its terms.
  2. F2. The reporting person is the trustee for the GRAT and holds sole power over the voting and disposition of the issuer's common stock held by the GRAT. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.
Shares transferred as bona fide gift 387,093 shares Ordinary course annuity payment by 2025 Irrevocable Two-Year GRAT on September 10, 2026
Gift transaction price per share $0.00 per share Price for the 387,093-share bona fide gift reported for September 10, 2026
Direct holdings after transaction 1,393,324 shares Common stock held directly by Stephanie Athena Foglia after reported transactions
Indirect holdings by spouse 1,692 shares Common stock indirectly held by spouse as of September 10, 2026
Gift transactions in this filing 1 transaction Count of bona fide gift transactions of Mistras Group, Inc. common stock reported
Grantor Retained Annuity Trust financial
"2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos"
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.
ordinary course annuity payment financial
"Represents an ordinary course annuity payment made by the 2025 Irrevocable"
bona fide gift financial
"transaction is coded as a bona fide gift of common stock"
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.
pecuniary interest financial
"disclaims beneficial ownership of these shares except to the extent of her pecuniary interest"

FAQ

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

What insider transaction did MG report for Stephanie Athena Foglia on September 10, 2026?

The filing reports that 387,093 shares of Mistras Group, Inc. common stock were transferred as a bona fide gift on September 10, 2026, described as an ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos.

How many MG shares did the GRAT distribute in this Form 4 filing?

The 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos distributed 387,093 shares of Mistras Group, Inc. common stock as an ordinary course annuity payment, reported as a bona fide gift with a price per share of $0.00.

What are Stephanie Athena Foglia’s direct MG holdings after the reported transactions?

After the reported transactions, Stephanie Athena Foglia reports 1,393,324 shares of Mistras Group, Inc. common stock held directly. This direct holding is listed separately from indirect holdings through trusts, children and spouse.

Was the MG insider transaction reported under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and no footnote describes the transaction as made under a Rule 10b5-1 or similar pre-arranged trading plan.

How does the Form 4 describe Stephanie Athena Foglia’s interest in MG shares held by the GRAT?

The filing states that Stephanie Athena Foglia is the trustee of the GRAT and holds sole power over voting and disposition of the issuer’s common stock held by the trust, but she disclaims beneficial ownership of those shares except to the extent of her pecuniary interest.

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

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SEC Form 4
FORM 4UNITED 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*
Foglia Stephanie Athena

(Last)(First)(Middle)
195 CLARKKSVILLE ROAD

(Street)
PRINCETON JUNCTION NEW JERSEY 08550

(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)
DirectorX10% 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)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/10/2026G(1)387,093D$03,923,718IBy GRAT(2)
Common Stock1,393,324D
Common Stock15,366IBy Child
Common Stock52,547IBy GRAT
Common Stock20,106IBy Child
Common Stock52,547IBy GRAT
Common Stock20,466IBy Child
Common Stock52,547IBy GRAT
Common Stock1,692IBy Spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Foglia Stephanie Athena

(Last)(First)(Middle)
195 CLARKKSVILLE ROAD

(Street)
PRINCETON JUNCTION NEW JERSEY 08550

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos

(Last)(First)(Middle)
C/O STEPHANIE FOGLIA
504 HIRAM ROAD

(Street)
PLYMOUTH MEETING PENNSYLVANIA 19462

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
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") pursuant to its terms.
2. The reporting person is the trustee for the GRAT and holds sole power over the voting and disposition of the issuer's common stock held by the GRAT. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.
/s/ Stephanie Athena Foglia09/14/2026
** Signature of Reporting PersonDate
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)

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