Welcome to our dedicated page for Mistras SEC filings (Ticker: MG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
MISTRAS Group, Inc. filings document financial reporting, governance, compensation, and material events for an industrial asset integrity and testing company. Form 8-K reports include quarterly and annual results releases and reconciliations for non-GAAP measures such as Adjusted EBITDA, free cash flow, net debt, income from operations before special items, and diluted EPS excluding special items.
Proxy materials describe annual shareholder voting matters, including director elections, auditor ratification, amendments to the company's long-term incentive plan, and advisory executive-compensation votes. Other event filings cover executive officer compensation arrangements, restricted stock units, stock options, common-stock issuance mechanics, vesting terms, and board compensation committee approvals.
DEBENEDICTIS NICHOLAS reported acquisition or exercise transactions in this Form 4 filing.
Mistras Group, Inc. director Nicholas DeBenedictis received a stock award as part of his director fees. He was granted 6,862 shares of common stock at no cash cost, increasing his direct holdings to 248,820 shares. The filing also reports 25,000 shares held indirectly through his spouse.
Mistras Group, Inc. director Richard H. Glanton received an award of 6,862 shares of Common Stock on May 19, 2026 as payment for director fees. The shares were granted at $0.00 per share as equity compensation rather than an open-market purchase, bringing his direct holdings to 68,431 shares. This is a single, routine stock grant classified as a grant, award, or other acquisition.
Mistras Group, Inc. director James J. Forese reported a stock award under a Form 4. On the transaction date, he received 6,862 shares of Common Stock as an award of stock for director fees at a reported price of $0.00 per share.
Following this grant, Forese directly owns 177,043 shares of Mistras Group common stock, according to the filing. The transaction is classified as a grant, award, or other acquisition rather than an open-market purchase or sale.
Lohmeier Michelle reported acquisition or exercise transactions in this Form 4 filing.
Mistras Group, Inc. director Michelle Lohmeier received an award of 6,862 shares of common stock as compensation for director fees on May 19, 2026. The shares were granted at no cash cost to her, reflecting a stock-based fee arrangement rather than an open-market purchase. After this grant, she directly holds 99,223 shares of Mistras Group common stock.
PIZZI CHARLES P reported acquisition or exercise transactions in this Form 4 filing.
Mistras Group, Inc. director Charles P. Pizzi received an award of 6,862 shares of Common Stock as compensation for director fees. The shares were granted at a price of $0.00 per share, reflecting a non-cash equity award. After this grant, Pizzi directly holds 73,480 shares of Mistras Group common stock.
Mistras Group, Inc. reported the results of its 2026 annual shareholders meeting. Shareholders elected seven directors to one-year terms, with each nominee receiving over 25.6 million votes for and more than 3.5 million broker non-votes recorded.
Shareholders strongly ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 29,907,768 votes for, 164,402 against and 12,706 abstentions. They also approved an amendment to the Amended and Restated 2016 Long-Term Incentive Plan, with 25,998,434 votes for and 504,542 against, and gave advisory approval to the company’s executive compensation programs with 26,123,604 votes for and 212,125 against.
Mistras Group returned to profitability in early 2026. For the three months ended March 31, 2026, revenue rose to $169.0 million from $161.6 million, driven by growth in North America and International, especially in aerospace and defense, power generation, infrastructure, and petrochemical markets.
Gross margin improved to 26.5% from 25.3%, lifting income from operations to $4.7 million versus a $1.0 million loss a year earlier. Net income attributable to Mistras was $2.4 million, or $0.08 per basic share, compared with a $3.2 million loss, or $(0.10) per share, helped by lower restructuring and environmental costs.
The company ended the quarter with $25.0 million of cash and $181.4 million of total debt, and reported compliance with its credit facility covenants. Management highlighted ongoing geopolitical and trade uncertainties but noted no material impacts so far in 2026.
Mistras Group, Inc. reported first quarter 2026 revenue of $169.0 million, up 4.6% year over year, driven by strong growth in strategic markets. Income from operations was $4.7 million, up $5.7 million from a prior-year loss, as gross margin expanded 120 basis points to 26.5%.
GAAP net income was $2.4 million, or $0.07 per diluted share, compared with a net loss of $3.2 million, while net income excluding special items reached $2.6 million, or $0.08 per diluted share. Adjusted EBITDA was $14.3 million, an 18.7% increase, with margin improving to 8.5%.
Strategic markets combined grew revenue by $15.3 million, or 30.1%, offsetting an $11.1 million decline in Oil & Gas from inspection deferrals and project delays. Operating cash flow was $2.8 million and free cash flow was negative $4.5 million, reflecting working capital changes and higher capital spending. Gross debt was $181.4 million, net debt $156.4 million, and the company reaffirmed its 2026 guidance for revenue of $730–$750 million and adjusted EBITDA of $91–$93 million.
Mill Road Capital III, L.P. has amended its Schedule 13D on Mistras Group, Inc., reporting beneficial ownership of 1,870,580 shares of common stock. This represents 5.9% of Mistras’s outstanding shares, based on 31,816,681 shares outstanding as of March 31, 2026.
The fund acquired these shares for an aggregate $12,723,026, using working capital and margin loan facilities. Recent activity includes multiple open‑market purchases between February 24 and March 20, 2026, some resulting from assignments of exchange‑traded put options previously sold by the fund.
Mill Road Capital III, L.P. holds sole voting and dispositive power over the 1,870,580 shares, with Mill Road Capital III GP LLC exercising authority as general partner and Thomas E. Lynch sharing voting and dispositive authority through his role at the GP. The fund also has outstanding standard American‑style, exchange‑traded put options on Mistras stock with strike prices of $12.50, $15.00, $17.50, and $20.00, expiring on May 15, 2026 and November 20, 2026.