Insider gifts 5.25M Mistras Group (MG) shares in Form 4 filing

Rhea-AI Filing Summary

Mistras Group, Inc. major shareholder Aspasia Felice Vahaviolos reported a bona fide gift of 5,251,358 shares of common stock at no stated price per share. After this gift transfer, she directly owns 854,292 Mistras Group common shares.

Insights

Equity ownership analyst

Large shareholder made a non-cash share gift, not an open-market sale.

The reporting person, identified as a ten percent owner of Mistras Group, Inc., reported a bona fide gift of 5,251,358 shares of common stock. The transaction price per share is listed as $0.0000, consistent with a non-cash transfer rather than a market trade.

Following the gift transfer, the insider’s reported direct holdings stand at 854,292 common shares. The filing characterizes the transaction as a gift disposition, so it does not itself indicate selling pressure in the open market. The overall effect on public float depends on who received the gifted shares.

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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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 NJ 08540

(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)
12/31/2025

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	12/31/2025		G		5,251,358	D	$0	854,292	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:

Remarks:

Transaction represents a gift by the reporting person to the 2025 2-Year Irrevocable Grantor Retained Annuity Trust of Aspasia F. Vahaviolos (GRAT). Mrs. Vahaviolos has retained an interest in the value of the original principal contribution to the GRAT and will receive annuity payments which may be in shares if the GRAT retains the shares. Any shares retained by the GRAT after annuity payments will be distributed to the beneficiaries of the GRAT upon its termination in two years. Mrs. Vahaviolos' daughter. who does not reside with her is the trustee for the GRAT and will hold sole power over the voting and disposition of the shares held by the GRAT. Mrs. Vahaviolos and the GRAT trustee have agreed that the GRAT will be subject to the issuer's insider trading compliance policy regarding the shares held by the GRAT because of the managerial position with the issuer held by the trustee of the GRAT.

	/s/ Aspasia Vahaviolos	02/16/2026
	** 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.

FAQ

What did the Mistras Group (MG) insider report in this Form 4?

A major Mistras Group shareholder reported a bona fide gift of 5,251,358 common shares. This is a non-cash disposition and reflects a transfer of ownership rather than an open-market purchase or sale of the company’s stock.

How many Mistras Group (MG) shares were gifted by the insider?

The filing shows a bona fide gift transfer of 5,251,358 Mistras Group common shares. This large block movement changes how the insider’s ownership is allocated, even though it does not involve a cash transaction or a market-priced share sale.

What is the insider’s Mistras Group (MG) stake after the reported gift?

After the reported gift, the insider’s direct ownership is 854,292 Mistras Group common shares. This figure reflects holdings following the non-cash transfer and helps investors understand the shareholder’s remaining direct stake in the company.

Was the Mistras Group (MG) insider transaction a sale or a gift?

The transaction is reported as a bona fide gift transfer, not a sale. The Form 4 uses transaction code G, indicating a gift disposition of shares rather than an open-market purchase or sale for cash consideration.

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

Transaction code G in this Form 4 means the movement was a bona fide gift. For Mistras Group, it signifies that 5,251,358 common shares were transferred as a gift rather than being sold or bought on the open market.