Large Mistras (MG) holder logs trust annuity gift and minor stock sales
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mistras Group, Inc. ten percent owner Stephanie Athena Foglia reported a bona fide gift and small open-market sales involving indirect holdings of the company’s common stock.
A Grantor Retained Annuity Trust linked to her made a 528,672-share annuity-related gift, while a spouse account sold a total of 4,000 shares at prices between $13.60 and $18.00 per share, leaving indirect and direct holdings still in the seven-figure share range.
Positive
- None.
Negative
- None.
Insights
Large trust gift and small spouse sales look routine versus overall stake.
The filing shows a 528,672-share bona fide gift from the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, where Stephanie Athena Foglia serves as trustee with voting and disposition power. This is described as an ordinary course annuity payment under the trust’s terms.
Separately, a spouse account reported four open-market sales totaling 4,000 shares between $13.60 and $18.00 per share, leaving 1,692 shares in that account and 1,393,324 shares held directly. Given millions of shares still reported across direct and indirect holdings, these dispositions appear small relative to the overall position.
Insider Trade Summary
Net Seller: 4,000 shares ($61,700)
Net Sell
12 txns
Insider
Foglia Stephanie Athena, 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos
Role
null | null
Sold
4,000 shs ($62K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock | 528,672 | $0.00 | -- |
| Sale | Common Stock | 1,000 | $18.00 | $18K |
| Sale | Common Stock | 1,000 | $15.50 | $16K |
| Sale | Common Stock | 1,000 | $14.60 | $15K |
| Sale | Common Stock | 1,000 | $13.60 | $14K |
| 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 — 4,722,686 shares (Indirect, By GRAT);
Common Stock — 1,393,324 shares (Direct, null)
Footnotes (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. 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.
Key Figures
Gifted shares: 528,672 shares
Shares sold: 4,000 shares
Sale prices: $13.60–$18.00 per share
+3 more
6 metrics
Gifted shares
528,672 shares
Bona fide gift from GRAT as ordinary course annuity payment
Shares sold
4,000 shares
Four spouse-account open-market sales of 1,000 shares each
Sale prices
$13.60–$18.00 per share
Prices for spouse’s 1,000-share sales on multiple dates
Trust holding after gift
4,722,686 shares
Common stock held by 2025 Irrevocable Two-Year Grantor Retained Annuity Trust
Direct holding
1,393,324 shares
Common stock held directly as of 2026-01-05 entry
Spouse holding after sales
1,692 shares
Common stock held indirectly by spouse after 2026-04-17 sale
Key Terms
Grantor Retained Annuity Trust, bona fide gift, ten percent owner, pecuniary interest, +1 more
5 terms
Grantor Retained Annuity Trust financial
"Represents an ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos ("GRAT")"
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.
bona fide gift financial
"transaction_code_description: "Bona fide gift""
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.
ten percent owner regulatory
"reportingPersons ... "is_ten_percent_owner": 1"
pecuniary interest financial
"disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein"
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
FAQ
What did the large Mistras Group (MG) holder report in this Form 4?
The Form 4 shows a ten percent owner related to Mistras Group reported a large bona fide gift from a Grantor Retained Annuity Trust and several small open-market sales through a spouse account, all involving the company’s common stock and indirect family holdings.
What open-market sales of Mistras Group (MG) stock did the spouse account make?
The spouse account reported four open-market sales of 1,000 Mistras shares each, totaling 4,000 shares. Sale prices were $13.60, $14.60, $15.50, and $18.00 per share, and the account held 1,692 shares of common stock after the most recent reported sale.
Are these Mistras Group (MG) transactions open-market trades or internal transfers?
The filing combines both. The 528,672-share transfer is a bona fide gift characterized as an annuity payment from a Grantor Retained Annuity Trust, while the four 1,000-share transactions in the spouse account are explicitly described as sales in the open market or private transactions.
Does the Mistras Group (MG) Form 4 show any new option exercises or derivatives activity?
No derivative transactions or option exercises are reported in this Form 4. The derivative summary section is empty, and all listed transactions involve non-derivative Mistras common stock held directly or indirectly through a trust, spouse, or children’s accounts.