Mistras Group insider group reports 21.7% stake

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.

Rhea-AI Filing Summary

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.

Insights

Equity ownership analyst

Insider group discloses a sizable 21.72% stake but signals passive intent for now.

The filing shows Stephanie Foglia and a related grantor retained annuity trust together beneficially own 6,862,978 Mistras Group shares, or 21.72% of outstanding stock based on 31,595,562 shares as of March 9, 2026. The trust itself holds 5,251,358 shares received as a gift on December 31, 2025, with Foglia as trustee.

The group states it currently holds the shares for investment and has no specific plans for mergers, board changes, or other corporate actions listed in the standard 13D items. However, it explicitly reserves flexibility to buy more stock, sell shares, or consider proposals in the future, so any shift in intentions would likely appear in later ownership updates rather than being implied here.

Key Figures

Beneficial ownership: 6,862,978 shares Ownership percentage: 21.72% Trust holdings: 5,251,358 shares +5 more

8 metrics

Beneficial ownership 6,862,978 shares Total shares beneficially owned by reporting persons

Ownership percentage 21.72% Percent of Mistras Group common stock beneficially owned

Trust holdings 5,251,358 shares Shares held by 2025 Irrevocable Two-Year Grantor Retained Annuity Trust

Trust ownership percentage 16.62% Percent of common stock beneficially owned by the trust

Shares outstanding 31,595,562 shares Mistras Group shares outstanding as of March 9, 2026

Event date December 31, 2025 Date trust established and shares gifted to the trust

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

Foglia compensation shares 12,663 shares Received as employment compensation from the issuer

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 6,862,978 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 1,611,620.00"

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

"10 | Shared Dispositive Power 5,251,358.00"

joint filing agreement regulatory

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in Mistras Group (MG) does Stephanie Foglia report on this Schedule 13D?

The Schedule 13D reports that Stephanie Foglia, together with a related trust, beneficially owns 6,862,978 shares of Mistras Group common stock, representing 21.72% of outstanding shares, based on 31,595,562 shares reported outstanding as of March 9, 2026.

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 holds 5,251,358 Mistras Group shares. These shares were acquired by gift from Aspasia F. Vahaviolos on December 31, 2025, and Stephanie Foglia serves as trustee for the trust.

What percentage of Mistras Group (MG) does the trust alone beneficially own?

The trust alone beneficially owns 5,251,358 Mistras Group shares, representing 16.62% of the company’s outstanding common stock. This percentage is calculated using 31,595,562 outstanding shares as of March 9, 2026, as reported by Mistras Group in its own disclosure.

Does the reporting group on this Mistras Group (MG) Schedule 13D plan any corporate changes?

The reporting persons state they currently hold Mistras Group shares for investment purposes and have no present plans for actions like mergers, board changes, or recapitalizations. They do, however, reserve the right to later consider such matters or change their intentions as they evaluate their investment.

How did Stephanie Foglia personally acquire her Mistras Group (MG) shares?

Stephanie Foglia personally owns 2,000 Mistras Group shares purchased for cash in the company’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 related trust structure.

On what share count are the ownership percentages in this Mistras Group (MG) filing based?

All ownership percentages in the Schedule 13D, including the 21.72% held by the reporting group and 16.62% held by the trust, are calculated using 31,595,562 Mistras Group shares outstanding as of March 9, 2026, as reported by the issuer itself.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 04:12 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Mistras Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

(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)

12/31/2025

(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 No.

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 1,611,620.00
8	Shared Voting Power 5,251,358.00
9	Sole Dispositive Power 1,611,620.00
10	Shared Dispositive Power 5,251,358.00

11

Aggregate amount beneficially owned by each reporting person

6,862,978.00

12

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

13

Percent of class represented by amount in Row (11)

21.72 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

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 5,251,358.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,251,358.00

11

Aggregate amount beneficially owned by each reporting person

5,251,358.00

12

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

13

Percent of class represented by amount in Row (11)

16.62 %

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 31,595,562 outstanding shares as of March 9, 2026 as reported by the issuer.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed pursuant to 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 6,862,978 shares, or approximately 21.72% of the outstanding shares of the issuer's common stock. The ownership percentages were calculated based on 31,595,562 outstanding shares as of March 9, 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 5,251,358 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

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:	03/31/2026

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

Signature:	/s/ Stephanie Foglia
Name/Title:	Stephanie Foglia/Trustee
Date:	03/31/2026