Mistras Group (MG) CFO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Mistras Group, Inc. senior executive vice president and CFO Edward J. Prajzner reported a routine tax-related share disposition. On the reported date, 2,239 shares of common stock were withheld to cover taxes upon the vesting of restricted stock units, rather than being sold on the open market. After this withholding, he directly holds 149,443 shares of Mistras Group common stock, indicating he retains a substantial equity position in the company.

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).

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^*

Prajzner Edward J

(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)
	Sr. EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		F		2,239(1)	D	$14.61	149,443	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/s Laura Boswell, attorney-in-fact for Edward J. Prajzner	03/17/2026
	** 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).
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FAQ

What insider transaction did Mistras Group (MG) report for Edward J. Prajzner?

Edward J. Prajzner, Sr. EVP and CFO of Mistras Group, reported a tax-related disposition of shares. A total of 2,239 common shares were withheld to pay taxes upon vesting of restricted stock units, rather than sold in the open market.

How many Mistras Group (MG) shares were withheld for taxes in this Form 4?

The filing shows that 2,239 shares of Mistras Group common stock were withheld. These shares covered tax obligations triggered when restricted stock units vested, which is a common, non-market mechanism for satisfying tax liabilities on equity awards.

Did the Mistras Group (MG) CFO sell shares on the open market in this filing?

No open-market sale is reported. The Form 4 describes a tax-withholding disposition, where 2,239 shares were withheld to pay taxes upon RSU vesting, rather than being actively sold by the CFO through market transactions.

How many Mistras Group (MG) shares does the CFO hold after this transaction?

Following the tax-withholding event, Edward J. Prajzner directly holds 149,443 shares of Mistras Group common stock. This total reflects his remaining direct ownership after 2,239 shares were withheld for tax obligations tied to restricted stock unit vesting.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects 2,239 Mistras Group shares withheld to satisfy taxes due when restricted stock units vested, not a discretionary market sale.

Is the Mistras Group (MG) CFO’s Form 4 transaction considered routine?

Yes, the filing describes a routine tax-withholding event linked to vesting restricted stock units. Such transactions are common when equity awards vest, as shares are withheld automatically to cover tax liabilities instead of the executive paying cash.