Mistras Group, Inc. SEC Filings

PIZZI CHARLES P reported acquisition or exercise transactions in this Form 4 filing.

Mistras Group, Inc. director Charles P. Pizzi received an award of 6,862 shares of Common Stock as compensation for director fees. The shares were granted at a price of $0.00 per share, reflecting a non-cash equity award. After this grant, Pizzi directly holds 73,480 shares of Mistras Group common stock.

Mistras Group, Inc. reported the results of its 2026 annual shareholders meeting. Shareholders elected seven directors to one-year terms, with each nominee receiving over 25.6 million votes for and more than 3.5 million broker non-votes recorded.

Shareholders strongly ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 29,907,768 votes for, 164,402 against and 12,706 abstentions. They also approved an amendment to the Amended and Restated 2016 Long-Term Incentive Plan, with 25,998,434 votes for and 504,542 against, and gave advisory approval to the company’s executive compensation programs with 26,123,604 votes for and 212,125 against.

Mistras Group returned to profitability in early 2026. For the three months ended March 31, 2026, revenue rose to $169.0 million from $161.6 million, driven by growth in North America and International, especially in aerospace and defense, power generation, infrastructure, and petrochemical markets.

Gross margin improved to 26.5% from 25.3%, lifting income from operations to $4.7 million versus a $1.0 million loss a year earlier. Net income attributable to Mistras was $2.4 million, or $0.08 per basic share, compared with a $3.2 million loss, or $(0.10) per share, helped by lower restructuring and environmental costs.

The company ended the quarter with $25.0 million of cash and $181.4 million of total debt, and reported compliance with its credit facility covenants. Management highlighted ongoing geopolitical and trade uncertainties but noted no material impacts so far in 2026.

Mistras Group, Inc. reported first quarter 2026 revenue of $169.0 million, up 4.6% year over year, driven by strong growth in strategic markets. Income from operations was $4.7 million, up $5.7 million from a prior-year loss, as gross margin expanded 120 basis points to 26.5%.

GAAP net income was $2.4 million, or $0.07 per diluted share, compared with a net loss of $3.2 million, while net income excluding special items reached $2.6 million, or $0.08 per diluted share. Adjusted EBITDA was $14.3 million, an 18.7% increase, with margin improving to 8.5%.

Strategic markets combined grew revenue by $15.3 million, or 30.1%, offsetting an $11.1 million decline in Oil & Gas from inspection deferrals and project delays. Operating cash flow was $2.8 million and free cash flow was negative $4.5 million, reflecting working capital changes and higher capital spending. Gross debt was $181.4 million, net debt $156.4 million, and the company reaffirmed its 2026 guidance for revenue of $730–$750 million and adjusted EBITDA of $91–$93 million.

Mill Road Capital III, L.P. has amended its Schedule 13D on Mistras Group, Inc., reporting beneficial ownership of 1,870,580 shares of common stock. This represents 5.9% of Mistras’s outstanding shares, based on 31,816,681 shares outstanding as of March 31, 2026.

The fund acquired these shares for an aggregate $12,723,026, using working capital and margin loan facilities. Recent activity includes multiple open‑market purchases between February 24 and March 20, 2026, some resulting from assignments of exchange‑traded put options previously sold by the fund.

Mill Road Capital III, L.P. holds sole voting and dispositive power over the 1,870,580 shares, with Mill Road Capital III GP LLC exercising authority as general partner and Thomas E. Lynch sharing voting and dispositive authority through his role at the GP. The fund also has outstanding standard American‑style, exchange‑traded put options on Mistras stock with strike prices of $12.50, $15.00, $17.50, and $20.00, expiring on May 15, 2026 and November 20, 2026.

MISTRAS Group is holding its 2026 annual shareholders meeting virtually on May 19, 2026 at 11:00 a.m. Eastern Time. Shareholders of record as of March 31, 2026 can vote on seven director nominees, ratifying PricewaterhouseCoopers as auditor, an amendment to the 2016 Long-Term Incentive Plan, and an advisory say‑on‑pay resolution.

The incentive plan amendment would add 1,700,000 shares, bringing the total authorized under the plan to 7,900,000 shares and leaving about 1,960,957 shares available for future equity awards. The proxy also details board independence, committee structure, director compensation, related‑party transactions, major shareholders and stock ownership.

Mistras Group, Inc. amendment to a Schedule 13G/A corrects the previously reported beneficial ownership for Kristy Kyriakopoulos to 1,617,006 shares, representing 5.12% of the company's common stock. The filing states the 31,595,562 shares outstanding as of March 9, 2026 used for the percentage calculation.

The amendment is described as administrative and does not change other information in the original filing.

Mistras Group reports a 6,105,650-share beneficial holding by Aspasia Vahaviolos. The filing states this equals 19.32% of the class based on 31,595,562 outstanding shares as of March 9, 2026. The position includes 854,292 shares held directly and 5,251,358 shares held in a grantor retained annuity trust where the trustee (the Reporting Person's daughter) currently holds voting and dispositive power; the Reporting Person may be deemed the beneficial owner because of a potential right to re-acquire the Trust shares within sixty days.