Mistras Group (MG) EVP awarded 19,905 shares, disposes some for taxes

Rhea-AI Filing Summary

Mistras Group EVP and Chief Commercial Officer Gennaro A. D'Alterio reported equity compensation and related tax transactions. On February 25, 2026, he received a grant of 19,905 shares of common stock. On February 28, 2026, 655 and 862 shares were disposed of to cover tax withholding, leaving direct holdings just under 48,000 shares after these movements.

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^*

D'Alterio Gennaro A.

(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)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		19,905	A	$0	48,940	D
Common Stock	02/28/2026		F		655	D	$15.28	48,285	D
Common Stock	02/28/2026		F		862	D	$15.28	47,423	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:

(1) Represents an award of restricted stock units for payment of a performance award earned, which vest 25% on December 31 in 2026, 2027, 2028 and 2029.

	/s/ Laura Boswell, attorney-in-fact for Gennaro A. D'Alterio	03/03/2026
	** 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).
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FAQ

What insider transactions did Mistras Group (MG) report for Gennaro A. D'Alterio?

Mistras Group reported a stock grant and related tax dispositions for EVP and Chief Commercial Officer Gennaro A. D'Alterio. He received 19,905 common shares as an award, and separate share disposals were made later solely to satisfy tax withholding obligations.

How many Mistras Group (MG) shares were granted to Gennaro A. D'Alterio?

D'Alterio was granted 19,905 shares of Mistras Group common stock in a transaction coded as a grant or award acquisition. The award increased his direct equity stake before subsequent share disposals related to tax withholding were reported for the same general period.

Were the Mistras Group (MG) insider share disposals open-market sales?

The reported share disposals were for tax withholding, not open-market sales. Both transactions used code “F,” indicating payment of exercise price or tax liability by delivering securities, consistent with shares withheld to cover tax obligations on equity compensation.

What were the sizes of the Mistras Group (MG) tax-withholding dispositions?

D'Alterio reported two tax-withholding share dispositions of 655 shares and 862 shares of Mistras Group common stock. Both occurred on February 28, 2026, at a reported price per share of 15.28, reducing his directly held shares after the equity award.

How many Mistras Group (MG) shares did Gennaro A. D'Alterio hold after the transactions?

After the reported transactions, D'Alterio’s direct holdings were under 50,000 shares. The Form 4 indicates post-transaction totals of 48,940 shares after the grant, then 48,285 and 47,423 shares after the respective tax-withholding dispositions.

What do the Form 4 transaction codes A and F mean for Mistras Group (MG)?

Code A indicates a grant or award acquisition of shares, reflecting equity compensation. Code F indicates a tax-withholding disposition, where shares are delivered to cover exercise price or tax liabilities rather than being sold in the open market.