Welcome to our dedicated page for Mistras SEC filings (Ticker: MG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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.
Mistras Group, Inc. insider Stephanie Foglia and a related trust report beneficial ownership of 6,862,978 shares of common stock, representing 21.72% of the company’s outstanding shares, based on 31,595,562 shares outstanding as of March 9, 2026.
The 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos holds 5,251,358 shares, transferred as a gift on December 31, 2025, with Foglia serving as trustee. Foglia also holds a smaller personal stake through IPO purchases, equity compensation, and immediate family members. The filing states the position is for investment purposes and notes no current plans for corporate changes, while reserving the right to buy or sell additional shares.
Mistras Group, Inc. executive vice president and chief operating officer Hammad Hanei Wail reported a tax-related share disposition. On the transaction date, 2,865 shares of common stock were withheld to pay taxes upon vesting of restricted stock units, rather than sold in the open market. Following this withholding, he directly holds 61,777 shares of Mistras Group common stock.
Mistras Group, Inc. senior executive Edward J. Prajzner reported a routine tax-related share disposition. On the reported date, 1,367 shares of common stock were withheld at a price of $14.05 per share to cover taxes due upon the vesting of restricted stock units. Following this tax-withholding transaction, he directly holds 148,076 shares of Mistras Group common stock.