Mistras holder reports trust gift and small sales

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.

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.

Insights

Equity ownership specialist

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

Net Sell 12 txns

Insider Foglia Stephanie Athena, 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos

Role 10% Owner | 10% Owner

Sold 4,000 shs ($62K)

Type	Security	Shares	Price	Value
Gift	Common Stock	528,672	$0.00	$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 — 1,692 shares (Indirect, By Spouse); Common Stock — 4,722,686 shares (Indirect, By GRAT); Common Stock — 1,393,324 shares (Direct); Common Stock — 213,579 shares (Indirect, By Child)

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.

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

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

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.

How many Mistras Group (MG) shares were transferred as a gift?

The Grantor Retained Annuity Trust reported a bona fide gift of 528,672 Mistras Group common shares. Footnotes describe this as an ordinary course annuity payment under the trust’s terms, with the reporting person serving as trustee and holding voting and disposition power for those trust-held shares.

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.

How many Mistras Group (MG) shares does the trust-linked holder still report owning?

After the reported annuity-related gift, the Grantor Retained Annuity Trust still reported holding 4,722,686 Mistras Group common shares. Separately, the reporting person showed 1,393,324 shares held directly, alongside various indirect holdings through family-related accounts disclosed in the filing.

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.

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

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Accepted by SEC EDGAR 06/04/2026 - 04:07 PM Learn about SEC filing dates

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
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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/05/2026		S		1,000	D	$13.6	4,692	I	By Spouse
Common Stock	02/03/2026		S		1,000	D	$14.6	3,692	I	By Spouse
Common Stock	03/03/2026		S		1,000	D	$15.5	2,692	I	By Spouse
Common Stock	04/17/2026		S		1,000	D	$18	1,692	I	By Spouse
Common Stock	04/27/2026		G(1)		528,672	D	$0	4,722,686	I	By GRAT(2)
Common Stock								1,393,324	D
Common Stock								15,366	I	By Child
Common Stock								52,547	I	By Child
Common Stock								20,106	I	By Child
Common Stock								52,547	I	By Child
Common Stock								19,005	I	By Child
Common Stock								54,008	I	By Child

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

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

	Director	X	10% 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

	Director	X	10% 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 Foglia	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)