Major Mistras Group (MG) holder discloses 19.89% stake via 2025 trust

Rhea-AI Filing Summary

Mistras Group, Inc. shareholders Stephanie Foglia and a related trust report beneficial ownership of 6,329,010 common shares, or about 19.89% of the company. This includes 4,722,686 shares, or 14.84%, held by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos.

The stake is held for investment purposes. The reporting persons state they currently have no specific plans for corporate actions such as mergers, control changes, or major asset sales, but may in the future buy more shares, sell shares, or consider proposals to the board or other shareholders.

Key Figures

Total beneficial ownership: 6,329,010 shares Ownership percentage: 19.89% Trust share holdings: 4,722,686 shares +4 more

7 metrics

Total beneficial ownership 6,329,010 shares Combined holdings of reporting persons

Ownership percentage 19.89% Percent of Mistras Group common stock class

Trust share holdings 4,722,686 shares Held by 2025 Irrevocable Two-Year Grantor Retained Annuity Trust

Trust ownership percentage 14.84% Percent of Mistras Group common stock class

Shares outstanding 31,816,681 shares Outstanding as of May 7, 2026, per issuer

Event date 04/27/2026 Date of event requiring the statement

Trust establishment date December 31, 2025 Formation of the 2025 grantor retained annuity trust

Key Terms

beneficially owned, Grantor Retained Annuity Trust, sole voting power, shared dispositive power, +1 more

5 terms

beneficially owned financial

"The total number of shares which are beneficially owned by the Reporting Persons is 6,329,010 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Grantor Retained Annuity Trust financial

"2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos"

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.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 1,606,324.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 10 | Shared Dispositive Power 4,722,686.00"

joint filing agreement regulatory

"This is being filed pursuant to a joint filing agreement filed as Exhibit 1.1 hereto"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Mistras Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60649T107

(CUSIP Number)

Stephanie Foglia
504 HIRAM ROAD,
PLYMOUTH MEETING, PA, 19462
610-324-6463

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 60649T107

1

Name of reporting person

Stephanie Foglia

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,606,324.00
8	Shared Voting Power 4,722,686.00
9	Sole Dispositive Power 1,606,324.00
10	Shared Dispositive Power 4,722,686.00

11

Aggregate amount beneficially owned by each reporting person

6,329,010.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.89 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 60649T107

1

Name of reporting person

2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,722,686.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,722,686.00

11

Aggregate amount beneficially owned by each reporting person

4,722,686.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.84 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Mistras Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 195 Clarksville Road, Princeton Junction, NEW JERSEY , 08550.
Item 1 Comment: The percentage calculations reflected in Rows (13) above are based on 31,816,681 outstanding shares as of May 7, 2026, as reported by the issuer.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed pursuant to a joint filing agreement filed as Exhibit 1.1 hereto by and between (i) Stephanie Foglia and (ii) the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos (the "Trust"). Ms. Foglia and the Trust are referred to herein collectively as the "Reporting Persons."
(b)	The business address of each of the Reporting Persons is c/o the Issuer, 195 Clarksville Road, Princeton Junction, New Jersey 08550
(c)	Stephanie Foglia is the Director of Total Rewards for the Issuer.
(d)	None of the Reporting Persons has been convicted in a criminal proceeding during the last five years.
(e)	None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.
(f)	Ms. Foglia is a citizen of the United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	The Trust was established by its grantor, Aspasia F. Vahaviolos. The shares held by the Trust were acquired by a gift from Ms. Vahaviolos. Ms. Foglia is the trustee for the trust. Ms. Foglia directly owns 2,000 shares purchased for cash in the issuer's initial public offering and holds 12,663 shares received as compensation for employment with the issuer. All other shares beneficially owned by Ms. Foglia are indirectly held through immediate family members.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired, and presently beneficially own, shares of the issuer's common stock for investment purposes. None of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the board of directors of the issuer, other stockholders of the issuer, or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the issuer in the open markets, in privately negotiated transactions (which may be with the issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the issuer, or to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Rows 11 and 13 in each Reporting Person's cover page, indicating the aggregate number and percentage of shares of the issuer's common stock beneficially owned by each Reporting Person, are incorporated herein by reference. The total number of shares which are beneficially owned by the Reporting Persons is 6,329,010 shares, or approximately 19.89% of the outstanding shares of the issuer's common stock. The ownership percentages were calculated based on 31,816,681 outstanding shares as of May 7, 2026, as reported by the issuer.
(b)	The responses of each Reporting Person to Rows 7 through 10 on the cover page of this Schedule 13D are incorporated herein by reference.
(c)	The Trust was established on December 31, 2025, and 4,722,686 shares of the issuer held by the Trust were acquired by a gift from Ms. Vahaviolos on the same date.
(d)	Other than as described herein, no other person is known to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such common stock beneficially owned by the Reporting Persons
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1.1 - Joint Filing Agreement of the Reporting Persons (previously filed as Exhibit 1.1 to the Schedule 13D filed with the Securities and Exchange Commission on March 31, 2026 (File No. 005-85079)).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stephanie Foglia

Signature:	/s/ Stephanie Foglia
Name/Title:	Stephanie Foglia
Date:	06/04/2026

2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos

Signature:	/s/ Stephanie Foglia
Name/Title:	Stephanie Foglia/Trustee
Date:	06/04/2026

FAQ

How large is the Mistras Group (MG) stake reported by Stephanie Foglia and the trust?

The reporting persons beneficially own 6,329,010 Mistras Group shares, or about 19.89% of the company. This total includes shares held directly by Stephanie Foglia, through immediate family members, and 4,722,686 shares held by a grantor retained annuity trust.

What portion of Mistras Group (MG) does the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust hold?

The trust beneficially owns 4,722,686 Mistras Group common shares, representing about 14.84% of the company. These shares were acquired as a gift from Aspasia F. Vahaviolos on December 31, 2025, with Stephanie Foglia serving as trustee.

On what share count is the 19.89% Mistras Group (MG) ownership based?

The 19.89% ownership figure is based on 31,816,681 Mistras Group shares outstanding as of May 7, 2026. The issuer reported this outstanding share count, which is used to calculate the reporting persons’ percentage ownership.

Why did Stephanie Foglia and the trust file this amended Schedule 13D for Mistras Group (MG)?

The filing discloses and updates their beneficial ownership of Mistras Group common stock for regulatory transparency. It reports combined holdings of 6,329,010 shares, outlines how the shares were acquired, and describes their current investment-focused intent without specific corporate action plans.

Do the Mistras Group (MG) reporting persons plan any corporate actions or control changes?

The reporting persons state they currently have no specific plans for transactions like mergers, restructurings, or control changes. However, they may later consider such matters, acquire additional shares, dispose of holdings, or make proposals to the board or other shareholders.

How did the trust acquire its Mistras Group (MG) shares and when was it formed?

The 2025 Irrevocable Two-Year Grantor Retained Annuity Trust was established on December 31, 2025. On that same date, it received 4,722,686 Mistras Group shares as a gift from its grantor, Aspasia F. Vahaviolos, with Stephanie Foglia acting as trustee.