MG / Mistras Group, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 8550 (Address of principal

Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (“Mistras”) for calendar year 2025 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

MISTRAS Announces First Quarter 2026 Results Strong Revenue Growth of 4.6% Expansion in Gross Profit Margin of 120 Basis Points GAAP Net Income of $2.4 million and Earnings Per Diluted Share of $0.07 Adjusted EBITDA of $14.3 million, an increase of 1

Exhibit 99.1 MISTRAS Announces First Quarter 2026 Results Strong Revenue Growth of 4.6% Expansion in Gross Profit Margin of 120 Basis Points GAAP Net Income of $2.4 million and Earnings Per Diluted Share of $0.07 Adjusted EBITDA of $14.3 million, an increase of 18.7% PRINCETON JUNCTION, N.J., May 5, 2026 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (NYSE: MG), a global leader in technology-enabled indus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 Mistras Group, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpor

ARS

Annual Report 2025 MISTRAS Group. Inc.Key Financial Highlights Historical Revenues Net Income and Non-GAAP Net Income* Revenues by End Market ($ In Millions) ($ In Millions) (As of FY2025) Revenues by Region (As of FY2025) 2025 $724 2024 $730 Adjusted EBITDA* ($ In Millions) 2025 $91 2024 $82 2023 $66 2023 $705 55% 6% 11% 2% 13% 5% 6% 2% Oil & Gas Power Generation & Transmission Industrials Petroc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐  Preliminary Proxy Statement  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

MISTRAS GROUP, INC. INSIDER TRADING COMPLIANCE POLICY

MISTRAS GROUP, INC. INSIDER TRADING COMPLIANCE POLICY All directors, officers and employees (“Insiders”) of Mistras Group, Inc. and its subsidiaries (collectively, the “Company”) are subject to the provisions of this Insider Trading Compliance Policy (the “Policy”). Any questions regarding this Policy and related procedures should be directed to Michael Keefe, Executive Vice President, General Cou

The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary.

Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Assistances Controles Technologies France Controles Industriels de L'entang France GMA Aeronautica S.L.U. Germany GMA Holding B.V. The Netherlands GMA Werkstoffprufung GmbH Germany Mistras

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

MISTRAS GROUP, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY

MISTRAS GROUP, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY Incentive Compensation Recoupment Policy (this “Policy”) adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Mistras Group, Inc. (the “Company”) on October 24, 2023 (the “Effective Date”). 1.Purpose. The purpose of this Policy is to provide for the recoupment of certain incentiv

Mistras Group, Inc. Compensation Plan for Non-Employee Directors Effective January 1, 2025

Mistras Group, Inc. Compensation Plan for Non-Employee Directors Effective January 1, 2025 Participants: Members of the Board of Directors who are not employees of the Company. Annual Retainer: $100,000 per year, payable $25,000 per quarter at the beginning of each quarter. This amount will be paid in cash. Committee Chair Fees: Committee Chairs shall receive the following annual fees, payable qua

MISTRAS Announces Fourth Quarter and Full Year 2025 Results Solid Quarterly Revenue Growth of 5.1%, with an Expansion in Gross Profit Margin of 190 Basis Points, Generating Net Income of $3.9 million and Earnings Per Diluted Share of $0.12, Achieving

Exhibit 99.1 MISTRAS Announces Fourth Quarter and Full Year 2025 Results Solid Quarterly Revenue Growth of 5.1%, with an Expansion in Gross Profit Margin of 190 Basis Points, Generating Net Income of $3.9 million and Earnings Per Diluted Share of $0.12, Achieving Record Fourth Quarter Adjusted EBITDA of $24.8 million PRINCETON JUNCTION, N.J., March 4, 2026 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2026 Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2026 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

MISTRAS GROUP, INC. OPTION AWARD AGREEMENT

MISTRAS GROUP, INC. OPTION AWARD AGREEMENT This Option Award Agreement (this "Award Agreement"), effective as of the Date of Grant set forth below, represents the grant of an option (the "Option") to purchase shares of common stock, par value $0.01 per share ("Common Stock"), of Mistras Group, Inc. (the "Company") to Eileen Coggins (the "Participant"), subject to the terms and conditions set forth

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into on [DATE] between Mistras Group, Inc.

MISTRAS GROUP, INC. RESTRICTED STOCK UNIT CERTIFICATE

MISTRAS GROUP, INC. RESTRICTED STOCK UNIT CERTIFICATE Granted To: Eileen Coggins Total Units: 15,000 Grant Date: September 15, 2025 Vesting Dates: 1/3 on September 15 of 2026, 2027 and 2028 1. Award. In accordance with the Mistras Group, Inc. 2016 Long-Term Incentive Plan Amended and Restated as of March 27, 2024 (the “Plan”), Mistras Group, Inc. (the “Company”) has made an award to you of restric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025 Mistras Group, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

MISTRAS Announces Third Quarter 2025 Results Robust Quarterly Organic Revenue Growth of 7.0%, with an Expansion in Quarter-Over-Quarter Gross Profit Margin of 300 Basis Points, Generating Net Income of $13.1 million and Earnings Per Diluted Share of

Exhibit 99.1 MISTRAS Announces Third Quarter 2025 Results Robust Quarterly Organic Revenue Growth of 7.0%, with an Expansion in Quarter-Over-Quarter Gross Profit Margin of 300 Basis Points, Generating Net Income of $13.1 million and Earnings Per Diluted Share of $0.41, Achieving Record Adjusted EBITDA of $30.2 million PRINCETON JUNCTION, N.J., November 4, 2025 (GLOBE NEWSWIRE) - MISTRAS Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2025 Mistras Group,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of in

MISTRAS GROUP, INC. OPTION AWARD AGREEMENT

MISTRAS GROUP, INC. OPTION AWARD AGREEMENT This Option Award Agreement (this "Award Agreement"), effective as of the Date of Grant set forth below, represents the grant of an option (the "Option") to purchase shares of common stock, par value $0.01 per share ("Common Stock"), of Mistras Group, Inc. (the "Company") to Natalia Shuman-Fabbri (the "Participant"), subject to the terms and conditions se

MISTRAS GROUP, INC. RESTRICTED STOCK UNIT CERTIFICATE

MISTRAS GROUP, INC. RESTRICTED STOCK UNIT CERTIFICATE Granted To: Natalia Shuman-Fabbri Total Units: 25,000 Grant Date: September 8, 2025 Vesting Dates: 1/3 on September 8 of 2026, 2027 and 2028 1. Award. In accordance with the Mistras Group, Inc. 2016 Long-Term Incentive Plan Amended and Restated as of March 27, 2024 (the “Plan”), Mistras Group, Inc. (the “Company”) has made an award to you of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

MISTRAS Announces Second Quarter and First Half 2025 Results Robust Quarterly Organic Revenue Growth in Aerospace & Defense and Industrial Markets, with a Significant Expansion in quarter-over-quarter Gross Profit Margin of 200 basis points, Generati

Exhibit 99.1 MISTRAS Announces Second Quarter and First Half 2025 Results Robust Quarterly Organic Revenue Growth in Aerospace & Defense and Industrial Markets, with a Significant Expansion in quarter-over-quarter Gross Profit Margin of 200 basis points, Generating Net Income of $3.0 million, and Achieving Adjusted EBITDA of $24.1 million for the Second Quarter of 2025 PRINCETON JUNCTION, N.J., Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Mistras Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

LETTER

June 12, 2025 Edward J. Prajzner Senior Executive Vice President and Chief Financial Officer Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 Re: Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-34481 Dear Edward J. Prajzner: We have completed our review of your filings. We remind you that the company and its management are responsible for the

June 12, 2025

June 12, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission ATTN: Valeria Franks and Keira Nakada Washington, D.C. 20459 Re: Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 Correspondence letter dated June 11, 2025 File No. 001-34481 Ladies and Gentlemen: Mistras Group, Inc. (t

LETTER

June 11, 2025 Edward J. Prajzner Senior Executive Vice President and Chief Financial Officer Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 Re: Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 Response dated June 2, 2025 File No. 001-34481 Dear Edward J. Prajzner: We have reviewed

June 2, 2025

June 2, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission ATTN: Valeria Franks and Keira Nakada Washington, D.C. 20459 Re: Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 File No. 001-34481 Ladies and Gentlemen: Mistras Group, Inc. (the “Company”) is in receipt of your letter

ARS/A

MISTRAS GROUP, INC. Annual Report 2024Remembering Dr. Sotirios J. Vahaviolos: A Legacy of Innovation and Leadership Enduring Impact on MISTRAS Group A true visionary, Dr. Vahaviolos envisioned the MISTRAS of today decades ago:  Founded and guided MISTRAS, growing the company from a single office in 1978 to a global, NYSE publicly-listed industry leader.  Created a culture of excellence, making c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 8550 (Address of principal

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (“Mistras”) for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

LETTER

May 19, 2025 Edward J. Prajzner Senior Executive Vice President and Chief Financial Officer Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 Re: Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 File No. 001-34481 Dear Edward J. Prajzner: We have reviewed your filings and have the fol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Independent Registered Public Accounting Firm

May 9, 2025 Board of Directors Mistras Group, Inc. 195 Clarksville Road Princeton Junction, New Jersey 08550 Dear Directors: We are providing this letter to you for inclusion as an exhibit to Mistras Group Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”) pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company’s F

Stock Option Award Agreement between the registrant and Manuel Stamatakis dated January 6, 2025

MISTRAS GROUP, INC. OPTION AWARD AGREEMENT This Option Award Agreement (this “Award Agreement”), effective as of the Date of Grant set forth below, represents the grant of an option (the “Option”) to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Mistras Group, Inc. (the “Company”) to Manuel N. Stamatakis (the “Participant”), subject to the terms and conditions set

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Mistras Group, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpor

MISTRAS Announces First Quarter 2025 Results Reinvigorated senior leadership with recently on-boarded, high-caliber positions with proven industry experience, to focus on delivering value to customers Integrated Data Solutions capabilities for custom

Exhibit 99.1 MISTRAS Announces First Quarter 2025 Results Reinvigorated senior leadership with recently on-boarded, high-caliber positions with proven industry experience, to focus on delivering value to customers Integrated Data Solutions capabilities for customers worldwide combining data-centric services, software solutions, and technology, to evolve a scalable, full life cycle asset protection

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐  Preliminary Proxy Statement  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

Incentive Compensation Recoupment Policy

MISTRAS GROUP, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY Incentive Compensation Recoupment Policy (this “Policy”) adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Mistras Group, Inc. (the “Company”) on October 24, 2023 (the “Effective Date”). 1.Purpose. The purpose of this Policy is to provide for the recoupment of certain incentiv

Mistras Group, Inc. Executive Severance Plan adopted on December 4, 2024

MISTRAS GROUP, INC. EXECUTIVE SEVERANCE PLAN Introduction Due to the competitive nature of the asset integrity business and the need for executive talent in the industry, executives of Mistras Group, Inc. (“Mistras”) and its subsidiaries (Mistras and its subsidiaries are collectively referred to as the “Company”) have been and will continue to be recruited by other companies. In order to attract a

Insider Trading Compliance Policy

MISTRAS GROUP, INC. INSIDER TRADING COMPLIANCE POLICY All directors, officers and employees (“Insiders”) of Mistras Group, Inc. and its subsidiaries (collectively, the “Company”) are subject to the provisions of this Insider Trading Compliance Policy (the “Policy”). Any questions regarding this Policy and related procedures should be directed to Michael Keefe, Executive Vice President, General Cou

Subsidiaries of the Registrant

Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Assistances Controles Technologies France Controles Industriels de L'entang France GMA Aeronautica S.L.U. Germany GMA Holding B.V. The Netherlands GMA Werkstoffprufung GmbH Germany Mistras

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

MISTRAS Announces Fourth Quarter and Full Year 2024 Results Full year 2024 Revenue Growth of 3.4%, Net Income increased 208.6% to $19.0 million Full year 2024 Adjusted EBITDA (non-GAAP) of $82.5 million, an increase of 25.3% Full year 2024 Net Cash f

Exhibit 99.1 MISTRAS Announces Fourth Quarter and Full Year 2024 Results Full year 2024 Revenue Growth of 3.4%, Net Income increased 208.6% to $19.0 million Full year 2024 Adjusted EBITDA (non-GAAP) of $82.5 million, an increase of 25.3% Full year 2024 Net Cash from Operations of $50.1 million, an increase of 87.4%; Free Cash Flow (non-GAAP) of $27.1 million, an increase of 775.9% Full year 2024 S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

MISTRAS Group Mourns the Passing of Founder & Chairman Emeritus Dr. Sotirios J. Vahaviolos

MISTRAS Group Mourns the Passing of Founder & Chairman Emeritus Dr. Sotirios J. Vahaviolos PRINCETON JUNCTION, N.J., February 6, 2025 (GLOBENEWSWIRE) – The Board of Directors of MISTRAS Group, Inc. (NYSE: MG) is deeply saddened to announce the passing of Dr. Sotirios J. Vahaviolos, the company’s Founder, Chairman Emeritus, and Board Director, on Thursday, February 6, 2025. A visionary leader and p

Employment Agreement between the registrant and Edward Prajzner dated December 31, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K filed on January 2, 2025, and incorporated herein by reference)

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of January 1, 2025 (the “Effective Date”) by and between Mistras Group, Inc.

Employment Agreement dated December 31, 2024 between the Company and Manuel Stamatakis

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into on December 31, 2024 between Mistras Group, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of i

Form of Stock Option Award Agreement between the Company and Manuel Stamatakis

MISTRAS GROUP, INC. OPTION AWARD AGREEMENT This Option Award Agreement (this “Award Agreement”), effective as of the Date of Grant set forth below, represents the grant of an option (the “Option”) to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Mistras Group, Inc. (the “Company”) to Manuel N. Stamatakis (the “Participant”), subject to the terms and conditions set

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of in

MISTRAS Group Appoints Hani Hammad as Chief Operating Officer (COO)

Exhibit 99.1 MISTRAS Group Appoints Hani Hammad as Chief Operating Officer (COO) PRINCETON JUNCTION, N.J. – DECEMBER 12th, 2024 (GLOBE NEWSWIRE) – MISTRAS Group, Inc. (NYSE: MG)—a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, is pleased to announce the appointment of Hani Hammad as the Company’s Chief Operating Officer (COO), effective Jan

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of in

Employment Agreement between the registrant and Natalia Shuman-Fabbri dated December 5, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K filed on December 5, 2024, and incorporated herein by reference)

[Execution] EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into on December 5, 2024 between Mistras Group, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ceoappointment-form8xkdisc.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other juri

MISTRAS GROUP APPOINTS NATALIA SHUMAN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER Manuel (Manny) N. Stamatakis Continues as Executive Chairman of the Board

Exhibit 99.1 MISTRAS GROUP APPOINTS NATALIA SHUMAN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER Manuel (Manny) N. Stamatakis Continues as Executive Chairman of the Board PRINCETON JUNCTION, N.J. – December 5th, 2024 (GLOBE NEWSWIRE) – MISTRAS Group, Inc. (NYSE: MG)—a leading "one source" multinational provider of integrated technology-enabled asset protection solutions—today announced that the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

MISTRAS Announces Third Quarter 2024 Results Quarterly Revenue Growth of 1.9%, driven by continued strong growth in the International segment Quarterly Net Income of $6.4 million, or $0.20 per diluted share Quarterly Adjusted EBITDA (non-GAAP) of $23

Exhibit 99.1 MISTRAS Announces Third Quarter 2024 Results Quarterly Revenue Growth of 1.9%, driven by continued strong growth in the International segment Quarterly Net Income of $6.4 million, or $0.20 per diluted share Quarterly Adjusted EBITDA (non-GAAP) of $23.3 million, an increase of 11.5% PRINCETON JUNCTION, N.J., October 30, 2024 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a leading

MISTRAS Announces Third Quarter 2024 Results Quarterly Revenue Growth of 1.9%, driven by continued strong growth in the International segment Quarterly Net Income of $6.4 million, or $0.20 per diluted share Quarterly Adjusted EBITDA (non-GAAP) of $23

Exhibit 99.1 MISTRAS Announces Third Quarter 2024 Results Quarterly Revenue Growth of 1.9%, driven by continued strong growth in the International segment Quarterly Net Income of $6.4 million, or $0.20 per diluted share Quarterly Adjusted EBITDA (non-GAAP) of $23.3 million, an increase of 11.5% PRINCETON JUNCTION, N.J., October 30, 2024 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a leading

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of i

Mistras Group, Inc. Executive Severance Plan

MISTRAS GROUP, INC. EXECUTIVE SEVERANCE PLAN Introduction Due to the competitive nature of the asset integrity business and the need for executive talent in the industry, executives of Mistras Group, Inc. (“Mistras”) and its subsidiaries (Mistras and its subsidiaries are collectively referred to as the “Company”) have been and will continue to be recruited by other companies. In order to attract a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

MISTRAS Announces Second Quarter 2024 and First Half 2024 Results Quarterly Revenue Growth of 7.8% driven by increases in all industries Significant Quarterly Gross Profit and Gross Profit Margin Growth across all segments Further Reductions in Quart

Exhibit 99.1 MISTRAS Announces Second Quarter 2024 and First Half 2024 Results Quarterly Revenue Growth of 7.8% driven by increases in all industries Significant Quarterly Gross Profit and Gross Profit Margin Growth across all segments Further Reductions in Quarterly Selling, General and Administrative expenses Quarterly Net Income of $6.4 million, with Quarterly Adjusted EBITDA (non-GAAP) of $22.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

CONFIRMING STATEMENT

EX-99.2 Exhibit 2 CUSIP No. 60649T107 Page 1 of 1 Pages CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Deven Petito and Eric Yanagi, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securitie

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 CUSIP No. 60649T107 Page 1 of 1 Pages JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of July 9, 2024, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership of each of the undersigned of shares o

MG / Mistras Group, Inc. / Mill Road Capital III, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Mistras Group, Inc. (Name of Issuer) Common stock, $0.01 par value (Title of Class of Securities) 60649T107 (CUSIP Number) Mill Road Capital III, L.P. Attn: Thomas E. Lynch 328 Pemberwick Road Greenwich, CT 06831 203-987-3500 With a copy to: Peter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 08550 (Address of principa

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (“Mistras”) for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement The Securities Act of 1933

As filed with the Securities and Exchange Commission on May 22, 2024 Registration No.

Calculation of Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Mistras Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Calculation of Registration Fee Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share (3) Proposed Maximum Aggregate Offering Price (3) Fee Rate Amount of Regi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

Employment Agreement between the registrant and Hani Hammad dated March 26, 2024

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of March 26, 2024 (the “Effective Date”) between Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

MISTRAS Announces First Quarter 2024 Results Q1 2024 Revenue of $184.4 million, up 9.8% from the prior year period; highest Q1 Revenue since 2018 Q1 2024 Net Income of $1.0 million, reflecting an improvement from a net loss of $5.0 million in the pri

Exhibit 99.1 MISTRAS Announces First Quarter 2024 Results Q1 2024 Revenue of $184.4 million, up 9.8% from the prior year period; highest Q1 Revenue since 2018 Q1 2024 Net Income of $1.0 million, reflecting an improvement from a net loss of $5.0 million in the prior year period Q1 2024 Adjusted EBITDA (non-GAAP) of $16.2 million compared to $10.4 million in the prior year period, up 55.1%; highest

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐  Preliminary Proxy Statement  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

ARS

MISTRAS GROUP, INC. Annual Report Data Solutions Robotics Aerospace & Defense Oil & Gas | ChemicalRevenues by End Market Revenues by Region (CY23) (CY23) Upstream Downstream Midstream Aerospace & Defense Industrials Power Generation & Transmission Other Process Industries Infrastructure, Research & Engineering All Other Petrochemical Oil & Gas 59% 23% 22% 14% 11% 10% 7% 5% 4% 2% 2% Canada 11% Unit

Insider Trading Compliance Policy

MISTRAS GROUP, INC. INSIDER TRADING COMPLIANCE POLICY All directors, officers and employees (“Insiders”) of Mistras Group, Inc. and its subsidiaries (collectively, the “Company”) are subject to the provisions of this Insider Trading Compliance Policy (the “Policy”). Any questions regarding this Policy and related procedures should be directed to Michael Keefe, Executive Vice President, General Cou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

Inducement Award between the Company and Manuel N. Stamatakis dated October 11, 2023

EXECUTION VERSION MISTRAS GROUP, INC. INDUCEMENT AWARD AGREEMENT This Inducement Award Agreement (this “Award Agreement”), effective as of the Date of Grant set forth below, represents the grant of an option (the “Option”) to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Mistras Group, Inc. (the “Company”) to Manuel N. Stamatakis (the “Participant”), subject to the

Subsidiaries of the Registrant

Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Assistances Controles Technologies France Controles Industriels de L'entang France GMA Aeronautica S.L.U. Germany GMA Holding B.V. The Netherlands GMA Werkstoffprufung GmbH Germany Mistras

Employment Agreement between the Company and John A. Smith dated October 1, 2023

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of October 1, 2023 (the “Effective Date”) by and between Mistras Group, Inc.

Incentive Compensation Recoupment Policy

MISTRAS GROUP, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY Incentive Compensation Recoupment Policy (this “Policy”) adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Mistras Group, Inc. (the “Company”) on October 24, 2023 (the “Effective Date”). 1.Purpose. The purpose of this Policy is to provide for the recoupment of certain incentiv

MISTRAS Announces Fourth Quarter and Full Year 2023 Results Q4 2023 Revenue of $182.1 million, up 8.2% Q4 2023 Net Loss of $2.5 million reflecting $6.3 million of reorganization and other costs and $1.2 million of foreign currency exchange losses Q4

Exhibit 99.1 MISTRAS Announces Fourth Quarter and Full Year 2023 Results Q4 2023 Revenue of $182.1 million, up 8.2% Q4 2023 Net Loss of $2.5 million reflecting $6.3 million of reorganization and other costs and $1.2 million of foreign currency exchange losses Q4 2023 Adjusted EBITDA (non-GAAP) of $19.2 million compared to $15.7 million in the prior year, up 22.0%; highest Q4 result historically Fu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of in

First Amendment, dated February 27, 2024, to the Credit Agreement, dated August 1, 2022

EXECUTION VERSION AMENDMENT NO. 1 Dated as of February 27, 2024 to CREDIT AGREEMENT Dated as of August 1, 2022 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of February 27, 2024 by and among MISTRAS GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent’) under that cer

MG / Mistras Group, Inc. / Vahaviolos Sotirios J. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

MG / Mistras Group, Inc. / Vahaviolos Sotirios J. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

MG / Mistras Group, Inc. / Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust - SC 13D/A Activist Investment

SC 13D/A 1 sjvgrat13d.htm SC 13D/A UNITED STATES 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, par value $0.00 per share (Title of Class of Securities) 60649T 107 (CUSIP Number) Stephanie Foglia, Trustee c/o Mistras Group, Inc. 195 Clarksville Road Princeton Junc

MG / Mistras Group, Inc. / Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust - SC 13D Activist Investment

SC 13D 1 sjvgrat13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Mistras Group, Inc. (Name of Issuer) Common Stock, par value $0.00 per share (Title of Class of Securities) 60649T 107 (CUSIP Number) Stephanie Foglia, Trustee c/o Mistras Group, Inc. 195 Clarksville Road Princeton Junction,

LETTER

United States securities and exchange commission logo December 15, 2023 Dennis Bertolotti Chief Executive Officer Mistras Group, Inc.

December 12, 2023

December 12, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20459 Re: Mistras Group, Inc. Definitive Proxy Statement on Schedule 14A Filed April 12, 2023 File No. 001-34481 Ladies and Gentlemen: Mistras Group, Inc. (the “Company”) is in receipt of your letter dated November 9, 2023, regarding your limited review of the filing referenced above. Please

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Separation Agreement (and a General Release of Claims attached thereto) between the Company and Dennis Bertolotti effective December 6, 2023 (filed as exhibited 10.1 to Current Report on Form 8-K filed December 8, 2023, and incorporated herein by reference).

EXECUTION VERSION SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the “Agreement”) is made as of this [6th] day of December, 2023 (the “Effective Date”) by and between Mistras Group Inc.

LETTER

United States securities and exchange commission logo November 9, 2023 Dennis Bertolotti Chief Executive Officer Mistras Group, Inc.

Employment Agreement between the Company and Gennaro A. D'Alterio dated September 11, 2023 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 6, 2023 and incorporated by reference herein).

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of September 11, 2023 (the “Effective Date”) by and between Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

MISTRAS Provides Update on Project Phoenix

MISTRAS Provides Update on Project Phoenix PRINCETON JUNCTION, N.J., November 2, 2023 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, today provided an update on the status of Project Phoenix, the Company’s strategic program to increase Income from Operations through reductions in corporat

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

MISTRAS Announces Third Quarter 2023 Results Continued Revenue Growth in Commercial Aerospace and Data Analytical Solutions Markets Further Reductions in Quarterly Selling, General and Administrative expenses Provides Update on Project Phoenix and Pr

Exhibit 99.1 MISTRAS Announces Third Quarter 2023 Results Continued Revenue Growth in Commercial Aerospace and Data Analytical Solutions Markets Further Reductions in Quarterly Selling, General and Administrative expenses Provides Update on Project Phoenix and Preliminary Anticipated Impact on 2024 Outlook PRINCETON JUNCTION, N.J., November 2, 2023 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE)

MISTRAS GROUP ANNOUNCES GRANT OF STOCK OPTIONS FOLLOWING APPOINTMENT OF NEW INTERIM PRESIDENT AND CEO

MISTRAS GROUP ANNOUNCES GRANT OF STOCK OPTIONS FOLLOWING APPOINTMENT OF NEW INTERIM PRESIDENT AND CEO PRINCETON JUNCTION, N.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Letter Agreement dated October 9, 2023, between the Company and Manuel N. Stamatakis (filed as exhibit 10.1 to Current Report on Form 8-K filed on October 10, 2023 and incorporated herein by reference).

EXECUTION VERSION October 9, 2023 Dear Mr. Stamatakis: This letter agreement (this “Agreement”) sets forth the terms of your employment, on an interim basis, as President and Chief Executive Officer of Mistras Group, Inc. (the “Company”), commencing on October 9, 2023 (the “Effective Date”). i.Position; Responsibilities. 1.On the Effective Date, you will begin to serve, on an interim basis, as Pre

MISTRAS GROUP ANNOUNCES MAJOR LEADERSHIP TRANSITION Dr. Sotirios J. Vahaviolos Appointed Chairman Emeritus Mr. Manuel N. Stamatakis Named Chairman of the Board and Interim CEO Mr. Dennis M. Bertolotti, President and CEO, departs the Company Mr. James

MISTRAS GROUP ANNOUNCES MAJOR LEADERSHIP TRANSITION Dr. Sotirios J. Vahaviolos Appointed Chairman Emeritus Mr. Manuel N. Stamatakis Named Chairman of the Board and Interim CEO Mr. Dennis M. Bertolotti, President and CEO, departs the Company Mr. James J. Forese Appointed Lead Director and Chair of Corporate Governance Committee PRINCETON JUNCTION, N.J. – October 9, 2023 (GLOBE NEWSWIRE) – MISTRAS G

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inco

Form of Inducement Award Agreement between the Company and Manuel N. Stamatakis.

EXECUTION VERSION MISTRAS GROUP, INC. INDUCEMENT AWARD AGREEMENT This Inducement Award Agreement (this “Award Agreement”), effective as of the Date of Grant set forth below, represents the grant of an option (the “Option”) to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Mistras Group, Inc. (the “Company”) to Manuel N. Stamatakis (the “Participant”), subject to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 Mistras Group, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

MISTRAS Announces Second Quarter and First Half 2023 Results Strong revenue growth in key markets - Commercial Aerospace and Data Solutions including OnStream Pipeline Selling, General and Administrative expenses reduced by $1.3 million or 3.1% on a

Exhibit 99.1 MISTRAS Announces Second Quarter and First Half 2023 Results Strong revenue growth in key markets - Commercial Aerospace and Data Solutions including OnStream Pipeline Selling, General and Administrative expenses reduced by $1.3 million or 3.1% on a quarterly sequential basis Significant Operating Cashflow increase of 134.6% for the first half of 2023 to $18.3 million PRINCETON JUNCTI

MISTRAS Announces Second Quarter and First Half 2023 Results Strong revenue growth in key markets - Commercial Aerospace and Data Solutions including OnStream Pipeline Selling, General and Administrative expenses reduced by $1.3 million or 3.1% on a

Exhibit 99.1 MISTRAS Announces Second Quarter and First Half 2023 Results Strong revenue growth in key markets - Commercial Aerospace and Data Solutions including OnStream Pipeline Selling, General and Administrative expenses reduced by $1.3 million or 3.1% on a quarterly sequential basis Significant Operating Cashflow increase of 134.6% for the first half of 2023 to $18.3 million PRINCETON JUNCTI

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (“Mistras”) for calendar year 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 08550 (Address of principa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Description of Compensation for Non-Employee Directors effective January 1, 2023 (filed as exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 5, 2023, and incorporated herein by reference).

Mistras Group, Inc. Compensation Plan for Non-Employee Directors Effective January 1, 2023 Participants: Members of the Board of Directors who are not employees of the Company. Annual Retainer: $90,000 per year, payable $22,500 per quarter at the beginning of each quarter. This amount will be paid in cash. Committee Chair Fees: Committee Chairs shall receive the following annual fees, payable quar

Year ended December 31, 2021 Services International Products Corp/Elim Total Oil & Gas $ 330,880 $ 35,232 $ 808 $ — $ 366,920 Aerospace & Defense 51,593 16,513 286 — $ 68,392 Industrials 41,873 24,000 1,842 — $ 67,715 Power Generation and Transmissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpor

MISTRAS Announces First Quarter 2023 Results Revenue increase of 3.9% as reported; up 5.5% in constant currency Continued Gross Margin improvement - Gross Profit Margin increase of 270 basis points Significantly improved Cash provided by Operating Ac

Exhibit 99.1 MISTRAS Announces First Quarter 2023 Results Revenue increase of 3.9% as reported; up 5.5% in constant currency Continued Gross Margin improvement - Gross Profit Margin increase of 270 basis points Significantly improved Cash provided by Operating Activities and Free Cash Flow PRINCETON JUNCTION, N.J., May 3, 2023 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a leading "one sourc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

ARS

MISTRAS GROUP, INC. 2022 ANNUAL REPORTCY19 CY19 CY20 CY21 CY22 CY20 CY21 CY22 Revenues by End Market Historical Revenues *URVV3URdžW0DUJLQ 5HYHQXHVE\5HJLRQ (CY22) ($ IN MILLIONS) (CY22) $749 $677 $687 $593 Upstream Downstream Midstream Aerospace & Defense Industrials Power Generation & Transmission Other Process Industries Infrastructure, Research & Engineering All Other Petrochemical Oil & Gas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confid

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 auditorchange8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Co

Letter from KPMG, LLP, dated April 3, 2023

April 3, 2023 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Mistras Group, Inc. and, under the date of March 15, 2023, we reported on the consolidated financial statements of Mistras Group, Inc. as of and for the years ended December 31, 2022 and 2021 and the effectiveness of internal control over financial reporting as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

Credit Agreement, dated August 1, 2022 (filed as Exhibit 10.1 to the Annual Report on Form 10-K filed March 15, 2023 and incorporated herein by reference).

EXECUTION VERSION CREDIT AGREEMENT dated as of August 1, 2022 among MISTRAS GROUP, INC.

Subsidiaries of the Registrant

Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Aetos Group, Inc. Delaware Assistances Controles Technologies France CISMIS Springfield Corp. Delaware Conam Inspection and Engineering Services, Inc. Delaware Controles Industriels de L'en

MISTRAS Announces Fourth Quarter and Full Year 2022 Results Significantly Improved Quarterly Operating Profit and Net Income Growth Fourth quarter Gross Profit expands 130 basis points, Operating Income increases 152% 2022 Full Year Net Income of $6.

Exhibit 99.1 MISTRAS Announces Fourth Quarter and Full Year 2022 Results Significantly Improved Quarterly Operating Profit and Net Income Growth Fourth quarter Gross Profit expands 130 basis points, Operating Income increases 152% 2022 Full Year Net Income of $6.5 million, a 68% increase from the prior year Continued deleveraging, with $11 million of full year debt repayments PRINCETON JUNCTION, N

Separation Agreement and Release between Jonathan Wolk and Registrant (filed as exhibit 10.1 to Current Report on Form 8-K filed on March 8, 2023 and incorporated herein by reference).

SEPARATION AGREEMENT AND GENERAL RELEASE Separation Agreement and General Release (“Agreement”) between Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

MISTRAS Group Announces Change In Leadership and Engagement of AlixPartners to Define Operational Enhancements Designed to Drive Performance And Shareholder Value

Exhibit 99.1 MISTRAS Group Announces Change In Leadership and Engagement of AlixPartners to Define Operational Enhancements Designed to Drive Performance And Shareholder Value PRINCETON JUNCTION, N.J., Feb. 08, 2023 (GLOBE NEWSWIRE) – MISTRAS Group, Inc. (MG: NYSE) – a leading "one source" multinational provider of technology-enabled asset protection solutions used to maximize the uptime and safet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 Mistras Group, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

MG / Mistras Group Inc / Vahaviolos Sotirios J. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

MG / Mistras Group Inc / Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Mistras Group, Inc. (Name of Issuer) Common Stock, par value $0.00 per share (Title of Class of Securities) 60649T 107 (CUSIP Number) Stephanie Foglia, Trustee c/o Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 670-324-6463 (Name, A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

MISTRAS Announces Third Quarter 2022 Results Quarterly Consolidated Top-line Growth of 2.2% Quarterly Consolidated Gross Profit Margin increase of 20 bps Successfully completed bank refinancing, which upsized available liquidity, lowered effective cr

Exhibit 99.1 MISTRAS Announces Third Quarter 2022 Results Quarterly Consolidated Top-line Growth of 2.2% Quarterly Consolidated Gross Profit Margin increase of 20 bps Successfully completed bank refinancing, which upsized available liquidity, lowered effective credit spread and provided covenant flexibility PRINCETON JUNCTION, N.J., November 2, 2022 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Mistras Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Calculation of Registration Fee Title of each class of securities to be registered (1)(2) Amount to be registered Proposed maximum offering price per share(3) Proposed maximum aggregate offering price(3) Amount of registr

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

Settlement Agreement, amended May 3, 2022, regarding the settlement of the two legal proceedings captioned Price v. Mistras Group, Inc

FIRST AMENDED CLASS ACTION SETTLEMENT AGREEMENT This First Amended Class Action Settlement Agreement (?Agreement?) is made by and between plaintiffs Brenda Price and Justin Price (?Plaintiffs?) and defendant Mistras Group, Inc.

Amendment No. 3 dated May 23, 2022 to the 2016 Long-Term Incentive Plan (filed as

EX-10 3 a10qexhibit102-q22022.htm EX-10.2 Third Amendment To Mistras Group, Inc. 2016 Long-Term Incentive Plan Background A.Mistras Group, Inc. (the “Company”) maintains the Mistras Group, Inc. 2016 Long-Term Incentive Plan (the “Plan”). B.The Plan was originally effective as of October 18, 2016, the date on which it was approve by a majority of the shareholders voting at the Company’s 2016 annual

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

MISTRAS Announces Second Quarter and First Half 2022 Results Top-line Growth of 2.8% for the first six months of 2022, with Aerospace & Defense revenue up 28.4% Quarterly interest expense reduction of $1.0 million or 32.9% Ongoing deleveraging, with

Exhibit 99.1 MISTRAS Announces Second Quarter and First Half 2022 Results Top-line Growth of 2.8% for the first six months of 2022, with Aerospace & Defense revenue up 28.4% Quarterly interest expense reduction of $1.0 million or 32.9% Ongoing deleveraging, with $8.1 million of quarterly debt repayments, and total debt reduced to $200.4 million New Growth Initiatives - OneSuite? (Data Solutions),

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

MISTRAS GROUP ANNOUNCES NEW EXPANDED CREDIT AGREEMENT AND IMPROVED DEBT REFINANCING

EX-99 3 aex991-pressreleasexbankam.htm EX-99 Exhibit 99.1 MISTRAS GROUP ANNOUNCES NEW EXPANDED CREDIT AGREEMENT AND IMPROVED DEBT REFINANCING •Upsizes available liquidity, with an increase in borrowing capacity of approximately $100 million, to $315 million total •Immediately lowers the effective credit spread by 25 basis points •Significantly reduces required quarterly term loan amortization •Add

Credit Agreement, dated August 1, 2022.

EXECUTION VERSION CREDIT AGREEMENT dated as of August 1, 2022 among MISTRAS GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

SD 1 sdconflictminerals-0528202.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (?Mistras?) for calendar year 2021 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

MISTRAS Announces First Quarter 2022 Results Continuing Top-Line Growth, Lowered Cost of Capital and Expanded Data Solutions offerings Organic revenue growth of 5.2% Interest expense reduction of $1.3 million or 39.7% Continued expansion of OneSuite™

Exhibit 99.1 MISTRAS Announces First Quarter 2022 Results Continuing Top-Line Growth, Lowered Cost of Capital and Expanded Data Solutions offerings Organic revenue growth of 5.2% Interest expense reduction of $1.3 million or 39.7% Continued expansion of OneSuite™ (Data Solutions), Sensoria™ (Wind) and Private Space capabilities PRINCETON JUNCTION, N.J., May 3, 2022 (GLOBE NEWSWIRE) - MISTRAS Group

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for the Us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ??

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

Select information from the Mistras Group, Inc. 2021 Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

Subsidiaries of the Registrant

Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Aetos Group, Inc. Delaware Assistances Controles Technologies France CISMIS Springfield Corp. Delaware Conam Inspection and Engineering Services, Inc. Delaware Controles Industriels de L'en

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2022 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

MISTRAS Announces Fourth Quarter and Full Year 2021 Results Continued Top-Line Growth and Significantly Improved Bottom-Line Annual Operating Performance 2021 Revenue Increase of 14.3% organically 2021 Operating Income of $18.2 million, a substantial

Exhibit 99.1 MISTRAS Announces Fourth Quarter and Full Year 2021 Results Continued Top-Line Growth and Significantly Improved Bottom-Line Annual Operating Performance 2021 Revenue Increase of 14.3% organically 2021 Operating Income of $18.2 million, a substantial increase from the prior year Ongoing deleveraging, with $16.3 million of full year debt repayments, and total debt decrease to $202.6 mi

MG / Mistras Group Inc / Vahaviolos Sotirios J. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Settlement Agreement, dated October 5, 2021, regarding the settlement of the two legal proceedings captioned Price v. Mistras Group, Inc

CLASS ACTION SETTLEMENT AGREEMENT This Class Action Settlement Agreement (?Agreement?) is made by and between plaintiffs Brenda Price and Justin Price (?Plaintiffs?) and defendant Mistras Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

MISTRAS Announces Third Quarter 2021 Results Continued Recovery of Top-Line Growth and Significantly Improved Bottom-Line Performance

Exhibit 99.1 MISTRAS Announces Third Quarter 2021 Results Continued Recovery of Top-Line Growth and Significantly Improved Bottom-Line Performance Revenue Increase of 18%, Operating income expands by 61% and Net Income Up 122% Proprietary Technologies OneSuite? Gaining Traction and Launch of Sensoria? PRINCETON JUNCTION, N.J., November 2, 2021 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG: NYSE), a l

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Memorandum of Understanding, dated May 4, 2021, regarding the settlement of the two legal proceedings captioned

Exhibit 10.2 Price v. Mistras Group, Case Nos. 20STCV22485 and 20LBCV00408 MEMORANDUM OF UNDERSTANDING Subject to final approval by the Court, and with the understanding that the settlement agreement (?Agreement?) documented in this Memorandum of Understanding (?MOU?) shall be further memorialized in a more comprehensive written settlement agreement, Plaintiff Justin Price (?Price? or ?Plaintiff?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Mistras Group, Inc. and Subsidiaries Unaudited Reconciliation of Net Income (Loss) (GAAP) and Diluted EPS (GAAP) to Net Income (Loss) Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP) (tabular dollars in thousands,

Exhibit 99.2 Mistras Group, Inc. and Subsidiaries Unaudited Reconciliation of Net Income (Loss) (GAAP) and Diluted EPS (GAAP) to Net Income (Loss) Excluding Special Items (non-GAAP) and Diluted EPS Excluding Special Items (non-GAAP) (tabular dollars in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) attributable to Mistr

MISTRAS Announces Second Quarter and First Half 2021 Results Strong Top and Bottom-line Growth resulting in Solid Cash Flow Revenue up 42.8% to $177.7 million with Net Income of $5.9 million and diluted EPS of $0.20 Adjusted EBITDA increased 96.5% to

Exhibit 99.1 MISTRAS Announces Second Quarter and First Half 2021 Results Strong Top and Bottom-line Growth resulting in Solid Cash Flow Revenue up 42.8% to $177.7 million with Net Income of $5.9 million and diluted EPS of $0.20 Adjusted EBITDA increased 96.5% to $22.6 million and Operating Cash Flow of $15.0 million PRINCETON JUNCTION, N.J., August 2, 2021 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 08550 (Address of principa

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (?Mistras?) for calendar year 2020 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (?Mistras?) for calendar year 2020 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 08550 (Address of principa

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

Fifth Amendment, dated May 19, 2021, to Fifth Amended and Restated Credit Agreement, dated December 13, 2018

Exhibit 10.1 FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this ?Amendment?), dated as of May 19, 2021, is executed by and among, MISTRAS GROUP, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having its principal office

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpo

MISTRAS GROUP ANNOUNCES AMENDMENT TO EXISTING CREDIT AGREEMENT SIGNIFICANTLY LOWERS THE COST OF BORROWING, ADDS EXPANDED COVENANT FLEXIBILITY, AND ENABLES CONTINUED INVESTMENT IN ORGANIC GROWTH DRIVERS, INCLUDING DIGITAL DATA INITIATIVES

Exhibit 99.1 MISTRAS GROUP ANNOUNCES AMENDMENT TO EXISTING CREDIT AGREEMENT SIGNIFICANTLY LOWERS THE COST OF BORROWING, ADDS EXPANDED COVENANT FLEXIBILITY, AND ENABLES CONTINUED INVESTMENT IN ORGANIC GROWTH DRIVERS, INCLUDING DIGITAL DATA INITIATIVES ?Immediately lowers the effective cost of borrowing by 90 basis points ?Adds additional covenant flexibility by extending leverage allowance to 4.0X

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Fourth Amendment, dated February 11, 2021, to the Fifth Amended and Restated Credit Agreement,

10.1 FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this ?Amendment?), dated as of February 11, 2021, is executed by and among, MISTRAS GROUP, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having its principal office

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorpor

MISTRAS Group Announces First Quarter 2021 Results Revenue in Line with Outlook and on Track for Significant Improvement over remainder of Fiscal 2021 Continued Gross Margin Expansion - Gross Profit Margin up 50 basis points Strong Expense Discipline

Exhibit 99.1 MISTRAS Group Announces First Quarter 2021 Results Revenue in Line with Outlook and on Track for Significant Improvement over remainder of Fiscal 2021 Continued Gross Margin Expansion - Gross Profit Margin up 50 basis points Strong Expense Discipline - Selling, General and Administrative expenses decrease by 4.6% Profitability Improves - Net loss decreased to $5.4 million, with Adjust

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for the Us

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ??

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

- S-8

As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

Subsidiaries of the Registrant

EX-21.1 3 a20201231subsidiarylisting.htm EX-21.1 Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Aetos Group, Inc. Delaware Assistances Controles Technologies France CISMIS Springfield Corp. Delaware Conam Inspection and Engineering Serv

MISTRAS Group Announces Fourth Quarter and Full Year 2020 Results Third Consecutive Year of over 100 Basis Point Expansion of Annual Gross Profit Margin to 30.1% Operating Cash Flow Increases 39.6% in Fourth Quarter, Up 14.7% for Full Year to $67.8 M

Exhibit 99.1 MISTRAS Group Announces Fourth Quarter and Full Year 2020 Results Third Consecutive Year of over 100 Basis Point Expansion of Annual Gross Profit Margin to 30.1% Operating Cash Flow Increases 39.6% in Fourth Quarter, Up 14.7% for Full Year to $67.8 Million Debt paydown of $36.0 Million in 2020, resulting in a 13.5% reduction in Total Debt Company Well Positioned for Strong Fiscal 2021

Amendment No. 2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan.

Exhibit 10.10 Second Amendment To Mistras Group, Inc. 2016 Long-Term Incentive Plan Background A.Mistras Group, Inc. (the ?Company?), maintains the Mistras Group, Inc. 2016 Long-Term Incentive Plan (the ?Plan?). B.The Plan was originally effective as of October 18, 2016, the date on which it was approve by a majority of the shareholders voting at the Company?s 2016 annual shareholders meeting, and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Mistras Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 60649T107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Mistras Group Inc Title of Class of Securities: Common Stock CUSIP Number: 60649T107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

MISTRAS GROUP, INC. ELECTS CHARLES P. PIZZI TO BOARD OF DIRECTORS

MISTRAS GROUP, INC. ELECTS CHARLES P. PIZZI TO BOARD OF DIRECTORS PRINCETON JUNCTION, N.J. – DECEMBER 2, 2020 – MISTRAS Group, Inc. (NYSE: MG) announced today that Mr. Charles P. Pizzi, Independence Health Group Chairman and former executive of Tasty Baking Company, has been elected to the company’s Board of Directors, effective January 1, 2021. As part of his Board appointment, Mr. Pizzi will ser

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of in

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inc

Mistras Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 MISTRAS Group Announces Third Quarter 2020 Results November 4, 2020 Sequential Quarterly Revenue Growth of 18.9%; Year over Year Quarterly Gross Profit Margin Increased by 190 bps and SG&A expense decreased by 12.3%; Continued Positive Quarterly Operating Cash Flow, Free Cash Flow and Debt Reduction PRINCETON JUNCTION, N.J., November 4, 2020 (GLOBE NEWSWIRE) - MISTRAS Group, Inc. (MG:

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Amendment No. 1, dated May 19, 2020, to the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report Form 10-Q filed on August 7, 2020 and incorporated herein by reference)

First Amendment To Mistras Group, Inc. 2016 Long-Term Incentive Plan Background A.Mistras Group, Inc. (the “Company”), maintains the Mistras Group, Inc. 2016 Long-Term Incentive Plan (the “Plan”). B.The Plan was originally effective as of October 18, 2016, the date on which it was approve by a majority of the shareholders voting at the Company’s 2016 annual shareholders meeting. C.The Plan current

Mistras Group Announces Second Quarter 2020 Results Cash from operations of $28.8 million up 122% and Free cash flow of $25.5 million, up 284%, from the year ago quarter Debt repayment of $18.8 million, a quarterly record, with Total debt of $239.4 m

Exhibit 99.1 Mistras Group Announces Second Quarter 2020 Results Cash from operations of $28.8 million up 122% and Free cash flow of $25.5 million, up 284%, from the year ago quarter Debt repayment of $18.8 million, a quarterly record, with Total debt of $239.4 million Gross Profit Margin expands to 33.1%, highest quarterly level in over five years Selling, General & Administrative Expense down 10

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of Mistras Group, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Mistras Group, Inc. (“Mistras”) for calendar year 2019 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 195 Clarksville Road Princeton Junction, New Jersey 08550 (Address of principa

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

Mistras Group Announces First Quarter 2020 Results Revenue for the Quarter Exceeds Forecast Cash on hand Increased from Year End Selling, General & Administrative Expense Run Rate Reduced Strategic Actions Implemented to Lower Costs Further in 2020

Exhibit 99.1 Mistras Group Announces First Quarter 2020 Results Revenue for the Quarter Exceeds Forecast Cash on hand Increased from Year End Selling, General & Administrative Expense Run Rate Reduced Strategic Actions Implemented to Lower Costs Further in 2020 Highlights of the First Quarter 2020* •Revenue of $159.5 million, exceeding forecast •Cash from operations of $6.1 million •Credit facilit

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Form of Restricted Stock Unit Certificate for awards to senior officers under the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report Form 10-Q filed on May 19, 2020 and incorporated herein by reference)

MISTRAS GROUP, INC. RESTRICTED STOCK UNIT CERTIFICATE Granted To: Total Units: Grant Date: Vesting Dates: 1.Award. In accordance with the Mistras Group, Inc. 2016 Long-Term Incentive Plan (the “Plan”), Mistras Group, Inc. (the “Company”) has made an award to you of restricted stock units (the “RSUs”). Each RSU, upon vesting, will become one share of the Company’s common stock. The award and the RS

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

Third Amendment, dated May 15, 2020, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed May 15, 2020 and incorporated herein by reference

THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of May 15, 2020, is executed by and among, MISTRAS GROUP, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incorp

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the Us

MG / Mistras Group Inc. / BERNZOTT CAPITAL ADVISORS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.3)* MISTRAS GROUP, INC. - (Name of Issuer) Common - (Title of Class of Securities) 60649t107 - (CUSIP Number) April 3, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

MG / Mistras Group Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

MG / Mistras Group Inc. DEFA14A - - DEFA 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the Us

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State of incorporation) (Commission File Number) (IRS Employer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State of incorporation) (Commission File Number) (IRS Employer

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 Mistras Group, Inc. (“Mistras,” the “Company,” “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934 – common stock, par value $0.01 per share. The following is a summary of the material terms of the common stock of Mistra

Subsidiaries of the Registrant

EX-21.1 4 a20191231subsidiarylis.htm EX-21.1 Exhibit 21.1 The following is a list of subsidiaries of the registrant. The list omits some subsidiaries which, in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Organization Aetos Group, Inc. Delaware Assistances Controles Technologies France CISMIS Springfield Corp. Delaware Conam Inspection and Engineering Services

First Amendment, dated October 11, 2019, to Fifth Amended and Restated Credit Agreement dated December 13, 2018

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of October 11, 2019, is executed by and among, MISTRAS GROUP, INC.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34481 Mistras Group, Inc. (Exact

Mistras Group Announces Fourth Quarter and Full Year 2019 Results Record Annual Revenue of $749 million Full 2019 Gross Margin Expands by 100 basis points to 29% Full 2019 Operating Cash Flow Up 42% to $59 million

Exhibit 99.1 Mistras Group Announces Fourth Quarter and Full Year 2019 Results Record Annual Revenue of $749 million Full 2019 Gross Margin Expands by 100 basis points to 29% Full 2019 Operating Cash Flow Up 42% to $59 million Highlights of the Fourth Quarter 2019* •Cash flows from operations of $18.6 million, up 6.6% •Free cash flow of $13.7 million, up 12.9% •Debt repayment of $13.1 million •SG&

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of inco

MG / Mistras Group Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: December 31, 2019  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of incor

Second Amendment, dated March 9, 2020, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed March 13, 2020 and incorporated herein by reference

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of March 9, 2020, is executed by and among, MISTRAS GROUP, INC.

MG / Mistras Group Inc. / Vahaviolos Sotirios J. - SC 13G/A Passive Investment

CUSIP No. 60649T 107 SCHEDULE 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropria

MG / Mistras Group Inc. / Mistras Group, Inc. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Mistras Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 60649T 107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

MG / Mistras Group Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MISTRAS GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 60649T107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

MG / Mistras Group Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Mistras Group Inc Title of Class of Securities: Common Stock CUSIP Number: 60649T107 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

MG / Mistras Group Inc. / BERNZOTT CAPITAL ADVISORS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.2)* MISTRAS GROUP, INC. - (Name of Issuer) Common - (Title of Class of Securities) 60649t107 - (CUSIP Number) December 31, 2019 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

MISTRAS Group Announces Third Quarter 2019 Results Strong Q3 Cash Flow from Operations of $19 million, with Gross Margin Expansion to 30%

Exhibit 99.1 MISTRAS Group Announces Third Quarter 2019 Results Strong Q3 Cash Flow from Operations of $19 million, with Gross Margin Expansion to 30% Highlights of the Third Quarter and Year-to-Date 2019* • Q3 revenue up 6% to $192.2 million • Q3 gross profit up 10% to $57.8 million and gross margin expanded 140 basis points to 30.1% • Q3 operating income up 257% to $10.8 million • Q3 net income

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2019 Mistras Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 34481 22-3341267 (State or other jurisdiction (Commission (IRS Employer of in