SCHEDULE 13G: Foglia Reports 1.6M Shares, 5.1% of Mistras Group

Rhea-AI Filing Summary

Stephanie Foglia reported beneficial ownership of 1,600,046 shares of Mistras Group, Inc. common stock, representing 5.1% of the outstanding shares based on 31,538,050 total shares as of August 6, 2025. The filing shows Ms. Foglia holds sole voting and sole dispositive power over all 1,600,046 shares. The Schedule 13G states the securities were not acquired to change or influence control of the issuer. The filing identifies Mistras Group's principal executive office at 195 Clarksville Road, Princeton Junction, New Jersey.

Positive

• Material disclosure of ownership: The filing reports a clearly quantified 5.1% stake (1,600,046 shares) which is material for investor awareness
• Sole voting and dispositive power: The reporting person holds sole authority over voting and disposition for all reported shares, clarifying control attributes
• Certification of non-control intent: The Schedule 13G includes a certification that the shares were not acquired to change or influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: A disclosed 5.1% stake signals a material passive ownership position requiring public reporting.

The Schedule 13G shows a clearly quantified position: 1,600,046 shares equal to 5.1% of Mistras Group's common stock using the 31,538,050 share base. The reporter asserts sole voting and dispositive authority, which clarifies control aspects for market participants. The filing is a routine, required disclosure under the Exchange Act for investors crossing the 5% threshold and contains a certification that the shares were not acquired to influence control.

Corporate Governance Expert

TL;DR: Ownership disclosure enhances transparency about significant holders and voting control.

The document establishes Ms. Foglia as a >5% beneficial owner with sole voting power, which is relevant for governance because it identifies a stakeholder with concentrated influence potential, even though the filer certifies a non-control intent. The filing includes required identification details and a power of attorney exhibit, which supports the legal formality of the disclosure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Mistras Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60649T107

(CUSIP Number)

07/08/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 60649T107

1

Names of Reporting Persons

Stephanie Foglia

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,600,046.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,600,046.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,600,046.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Mistras Group, Inc.
(b)	Address of issuer's principal executive offices: 195 Clarksville Road, Princeton Junction, NJ, 08550
Item 2.
(a)	Name of person filing: Stephanie Foglia
(b)	Address or principal business office or, if none, residence: Mistras Group, 195 Clarksville Road, Princeton Junction, New Jersey 08550
(c)	Citizenship: United States of America
(d)	Title of class of securities: Common Stock, $0.01 par value
(e)	CUSIP No.: 60649T107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,600,046.00
(b)	Percent of class: 5.1%* *This percentage calculation is based on 31,538,050 outstanding shares as of August 6, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,600,046.00
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,600,046.00
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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:	Michael C. Keefe
Name/Title:	Michael C. Keefe as attorney-in-fact for Stephanie Foglia
Date:	09/11/2025

Exhibit Information

EX-24.1 Power of Attorney

FAQ

Who filed the Schedule 13G for Mistras Group (MG)?

The Schedule 13G was filed by Stephanie Foglia.

How many Mistras Group shares does Stephanie Foglia beneficially own?

1,600,046 shares, representing 5.1% of the class based on 31,538,050 outstanding shares as of August 6, 2025.

Does the filing state whether Ms. Foglia has voting power over the shares?

Yes. The filing shows sole voting power and sole dispositive power for all 1,600,046 shares and zero shared power.

Does the Schedule 13G indicate intent to influence control of Mistras Group?

The filing includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

What address is listed for Mistras Group in the filing?

The issuer's principal executive offices are listed as 195 Clarksville Road, Princeton Junction, New Jersey 08550.