| 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:
This Amendment No. 3 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 (the "Common Stock"), of Mistras Group, Inc., a Delaware corporation (the "Issuer"), filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the "Reporting Persons") on July 9, 2024, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 10, 2025, and as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on April 23, 2026 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows:
The Reporting Persons have acquired beneficial ownership of an aggregate of 1,938,316 shares of Common Stock for $13,897,120 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale of the Put Options. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Paragraph (a) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 31,849,893 shares of Common Stock issued and outstanding as of August 5, 2026, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026. All of the share numbers reported herein are as of September 18, 2026, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b).
Each of the Reporting Persons beneficially owns 1,938,316 shares of Common Stock, or approximately 6.1% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,938,316 shares of Common Stock, or approximately 6.1% of the outstanding shares of Common Stock. |
| (b) | Paragraph (b) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
The Fund directly holds, and thus has sole voting and dispositive power over, 1,938,316 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares in his capacity as Chairman and Management Committee Director of the GP. |
| (c) | Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock from July 20, 2026 (the date 60 days prior to the filing of this Schedule 13D) to September 18, 2026 (the "Reporting Period"):
Date of Purchase Shares Purchased (#) Purchase Price per Share ($)
8/12/2026 1,002 $17.0580
The above-listed transaction was conducted in the ordinary course of business on the open market for cash, and the purchase price does not reflect brokerage commissions paid.
In addition, during the Reporting Period, the Fund sold the Put Options and Call Options (as defined in Item 6) described in Item 6, which is incorporated by reference into this Item 5(c). |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows:
The table below lists the standard American-style, exchange-traded call options ("Call Options") sold by the Fund during the Reporting Period that are outstanding as of September 18, 2026. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.
Date of Sale Value per Underlying Shares Underlying Call Options' Strike Call Options'
Share at which Call Call Options (100s) Price per Share ($) Expiration Date
Options were Sold ($)
9/16/2026 $1.0997 1,680 $25.00 2/19/2027
9/17/2026 $1.2105 4,120 $25.00 2/19/2027
Each of these Call Options gives the option's counterparty the right (but not the obligation) to purchase from the Fund, on or before the option's expiration date, the number of shares of Common Stock underlying the option, at a purchase price per share equal to the option's strike price per share. If a Call Option is exercised on or before its expiration date, the Fund must deliver the shares of Common Stock underlying the option in exchange for the option's aggregate exercise price.
The table below lists the standard American-style, exchange-traded put options ("Put Options") sold by the Fund during the Reporting Period that are outstanding as of September 18, 2026. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.
Date of Sale Value per Underlying Shares Underlying Put Options' Strike Put Options'
Share at which Put Put Options (100s) Price per Share ($) Expiration Date
Options were Sold ($)
7/20/2026 $2.5019 130 $17.50 9/18/2026
7/20/2026 $1.6000 20 $15.00 11/20/2026
7/23/2026 $2.4000 20 $17.50 9/18/2026
7/29/2026 $1.1069 65 $15.00 9/18/2026
7/29/2026 $2.6774 23 $17.50 9/18/2026
Each Put Option gives the holder the right (but not the obligation) to sell to the Fund and require the Fund to purchase, on or before the expiration date, the number of underlying shares of Common Stock, at a purchase price per share equal to the strike price. If a Put Option is assigned (exercised) on or before its expiration date, the Fund must purchase the shares of Common Stock underlying such Put Option in exchange for the aggregate exercise price.
Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, or between the Reporting Persons and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
|
