Mistras Group (MG) investor discloses 18.6% stake in Schedule 13D/A

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Large 18.6% stake disclosed, currently passive but with flexibility.

The filing shows Stephanie Foglia and a related grantor retained annuity trust collectively controlling 5,917,135 Mistras shares, or 18.60% of shares outstanding as of May 7, 2026. This represents a sizable block with both direct and indirect holdings.

The trust alone holds 4,310,811 shares, or 13.55%, with shared voting and dispositive power. The disclosure states the position is for investment and lists no concrete plans for mergers, board changes, or other corporate actions, which keeps the stance formally passive.

The language reserving the right to acquire or dispose of shares and to consider future proposals means intentions could change. Any future 13D amendment detailing new plans, or significant changes relative to the 31,816,681 shares outstanding as of May 7, 2026, would help clarify how actively this stake might influence company decisions.

Key Figures

Total beneficial ownership: 5,917,135 shares Ownership percentage: 18.60% Trust holdings: 4,310,811 shares +5 more

8 metrics

Total beneficial ownership 5,917,135 shares Shares of Mistras common stock beneficially owned by reporting persons

Ownership percentage 18.60% Percent of Mistras common stock beneficially owned by reporting persons

Trust holdings 4,310,811 shares Shares held by 2025 Irrevocable Two-Year Grantor Retained Annuity Trust

Trust ownership percentage 13.55% Percent of Mistras common stock beneficially owned by the trust

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

Trust gift shares 4,722,686 shares Shares acquired by the trust via gift on December 31, 2025

Foglia IPO purchase 2,000 shares Shares purchased for cash in the issuer’s initial public offering

Foglia compensation shares 12,663 shares Shares received as employment compensation from the issuer

Key Terms

beneficially owned, Grantor Retained Annuity Trust, Schedule 13D, sole voting power, +2 more

6 terms

beneficially owned financial

"The total number of shares which are beneficially owned by the Reporting Persons is 5,917,135 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.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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 4,310,811.00"

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. 2)

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)

06/10/2026

(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 4,310,811.00
9	Sole Dispositive Power 1,606,324.00
10	Shared Dispositive Power 4,310,811.00

11

Aggregate amount beneficially owned by each reporting person

5,917,135.00

12

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

13

Percent of class represented by amount in Row (11)

18.60 %

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 4,310,811.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,310,811.00

11

Aggregate amount beneficially owned by each reporting person

4,310,811.00

12

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

13

Percent of class represented by amount in Row (11)

13.55 %

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 5,917,135 shares, or approximately 18.60% 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:	06/12/2026

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

Signature:	/s/ Stephanie Foglia
Name/Title:	Stephanie Foglia/Trustee
Date:	06/12/2026

FAQ

What ownership stake in Mistras Group (MG) does Stephanie Foglia report?

Stephanie Foglia and a related trust report beneficial ownership of 5,917,135 Mistras shares, representing about 18.60% of outstanding common stock based on 31,816,681 shares outstanding as of May 7, 2026, as reported by the issuer.

How many Mistras Group (MG) shares are held by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust?

The 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos beneficially owns 4,310,811 Mistras shares, representing approximately 13.55% of the company’s common stock, with shared voting and dispositive power over those shares.

How were the Mistras Group (MG) shares in the trust acquired?

The trust was established on December 31, 2025, and 4,722,686 Mistras shares held by the trust were acquired that same day as a gift from grantor Aspasia F. Vahaviolos, according to the Schedule 13D/A disclosure.

Does the Mistras Group (MG) Schedule 13D/A indicate activist intentions?

The filing states the reporting persons hold Mistras shares for investment purposes and currently have no specific plans for mergers, board changes, or similar actions, although they reserve the right to consider such matters or adjust their holdings in the future.

What is the total number of Mistras Group (MG) shares outstanding used in the ownership calculations?

Ownership percentages are based on 31,816,681 Mistras common shares outstanding as of May 7, 2026, as reported by the issuer. This baseline is used to calculate the 18.60% and 13.55% stakes disclosed in the Schedule 13D/A.

What Mistras Group (MG) shares does Stephanie Foglia directly own?

The filing notes that Stephanie Foglia directly owns 2,000 shares purchased for cash in the issuer’s initial public offering and 12,663 shares received as employment compensation. All other shares she beneficially owns are held indirectly through immediate family members and the disclosed trust.