MISTRAS Group, Inc. filings document financial reporting, governance, compensation, and material events for an industrial asset integrity and testing company. Form 8-K reports include quarterly and annual results releases and reconciliations for non-GAAP measures such as Adjusted EBITDA, free cash flow, net debt, income from operations before special items, and diluted EPS excluding special items.
Proxy materials describe annual shareholder voting matters, including director elections, auditor ratification, amendments to the company's long-term incentive plan, and advisory executive-compensation votes. Other event filings cover executive officer compensation arrangements, restricted stock units, stock options, common-stock issuance mechanics, vesting terms, and board compensation committee approvals.
Mistras Group, Inc. (symbol: MG) is the issuer of record for a Form 4 filing submitted to the SEC. Vahaviolos Aspasia Felice reported acquisition or exercise transactions in this Form 4 filing.
Mistras Group, Inc. (MG) reported that major shareholder Aspasia F. Vahaviolos received an ordinary-course annuity payment of 387,093 shares of common stock on September 10, 2026, as a bona fide gift from her 2025 Irrevocable Two-Year Grantor Retained Annuity Trust. Following this transaction and a retroactive adjustment, she holds 2,154,541 shares directly.
Mistras Group, Inc. (MG) had a Form 4 filing reporting that ten percent owner Stephanie Athena Foglia, as trustee of the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, made a bona fide gift of 387,093 shares of common stock on September 10, 2026 as an ordinary course annuity payment by the trust. Foglia reports 1,393,324 shares of common stock held directly after the reported transactions, plus additional indirect holdings including 1,692 shares held by her spouse. The filing states she holds sole voting and disposition power over the shares held by the trust but disclaims beneficial ownership except to the extent of her pecuniary interest.
Mistras Group, Inc. (MG) has a significant shareholder group reporting a 17.4% stake in its common stock. Stephanie Athena Foglia and the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos, acting as joint reporting persons, together beneficially own 5,532,313 shares of Mistras common stock. These ownership percentages are based on 31,849,893 shares outstanding as of August 10, 2026, as reported by the company.
Foglia has sole voting and dispositive power over 1,608,595 shares and shared voting and dispositive power over 3,923,718 shares held through the trust. The shares are held for investment purposes. The reporting persons state they currently have no specific plans for corporate actions but may buy or sell additional shares or consider proposals regarding Mistras in the future.
Mistras Group, Inc. (MG) reported that President and CEO Natalia Shuman-Fabbri had 2,410 shares of Common Stock withheld on September 8, 2026 to pay tax liability arising from the vesting of restricted stock units. After this tax-withholding disposition, she directly holds 123,780 shares of Mistras Group common stock.
Mistras Group, Inc. has a significant shareholder, Aspasia Vahaviolos, who reports beneficial ownership of 6,105,650 shares of common stock on a Schedule 13G/A. This consists of 1,794,839 shares held directly and 4,310,811 shares held in a grantor retained annuity trust. The trust is overseen by her daughter as trustee, who currently holds the power to vote and dispose of the trust shares. Based on 31,849,893 shares outstanding as of August 5, 2026, Vahaviolos’ holdings represent 19.2% of Mistras Group’s common stock, giving her a sizable position with both sole and shared voting and dispositive powers.
Mistras Group, Inc. reported higher revenue and profitability for the quarter and six months ended June 30, 2026. Revenue rose to $193.1 million in the quarter and $362.2 million year-to-date, with growth led by aerospace & defense, power generation and infrastructure-related services.
Quarterly income from operations increased to $12.9 million and net income attributable to Mistras Group reached $7.6 million, while six‑month net income improved to $10.0 million from a small loss a year earlier. Gross margin held near prior-year levels, and operating cash flow for the first half swung to an inflow of $17.7 million.
At June 30, 2026, cash and cash equivalents were $22.0 million and total debt was $172.1 million, including borrowings under a $190.0 million revolving credit facility and term loan. On August 5, 2026, the company extended the credit facility and term loan maturities by one year to July 28, 2028, with covenants and pricing largely unchanged.
Mistras Group, Inc. reported stronger results for the quarter and six months ended June 30, 2026. Second-quarter revenue was $193.1 million, up 4.2%, with gross margin expanding 10 basis points to 29.2%. Income from operations rose to $12.9 million, and GAAP net income reached $7.6 million, or $0.23 diluted EPS. Non-GAAP net income was $9.1 million, or $0.28 diluted EPS. Adjusted EBITDA was a record second-quarter $25.8 million, up 7.0%, with a 13.3% margin.
For the first half of 2026, revenue was $362.2 million, up 4.4%. Income from operations increased to $17.6 million, and GAAP net income was $10.0 million with $0.30 diluted EPS. Adjusted EBITDA reached $40.1 million, up 10.9%, with margin improving to 11.1%. Operating cash flow improved to $17.7 million versus prior-year use of cash, and free cash flow was $3.7 million versus negative free cash flow a year earlier.
Gross debt was $172.1 million and net debt $150.1 million at June 30, 2026. The total consolidated debt leverage ratio was 2.2x, the lowest since 2018 and below the 3.75x covenant. Reflecting demand in Aerospace & Defense, Infrastructure, and Power Generation, Mistras raised its 2026 outlook to $740.0–$755.0 million in revenue and $92.0–$95.0 million in Adjusted EBITDA.
Mistras Group, Inc. shareholder Stephanie Foglia filed Amendment No. 2 to a Schedule 13D, reporting that she and a related trust beneficially own 5,917,135 shares of Mistras common stock, or about 18.60% of the company’s outstanding shares as of May 7, 2026.
The 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos holds 4,310,811 shares, representing 13.55% of the company, over which the trust has shared voting and dispositive power. Foglia also holds additional shares directly, via compensation, and through immediate family members.
The filing states that the shares are held for investment purposes and that the reporting persons currently have no specific plans for corporate transactions or governance changes, though they reserve the right to buy or sell shares or consider proposals in the future.
Mistras Group, Inc. ten percent owner-related trust reported an internal share transfer, not a market trade. A Grantor Retained Annuity Trust associated with reporting person Stephanie Athena Foglia made a bona fide gift of 411,875 shares of common stock as an ordinary-course annuity payment pursuant to the trust’s terms.
After this transfer, the GRAT continued to hold 4,310,811 common shares indirectly for the reporting person, who as trustee has sole voting and disposition power but disclaims beneficial ownership except for her pecuniary interest. Additional indirect family holdings include shares held by a spouse and children, alongside 1,393,324 shares held directly.
Mistras Group, Inc. major shareholder Aspasia F. Vahaviolos reported a bona fide gift of 411,875 shares of common stock on June 10, 2026. The transfer reflects an ordinary-course annuity payment from the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust to her. Following this non-cash transaction, she directly holds 1,794,839 shares of Mistras Group common stock.