SEC FORM
4SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Estimated average burden | | hours per response: | 0.5 |
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|
 | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O MISTRAS GROUP | | 195 CLARKSVILLE ROAD |
(Street)| PRINCETON JUNCTION | NJ | 08550 |
| 2. Issuer Name and Ticker or Trading Symbol
Mistras Group, Inc.
[ MG ]
Foreign Trading Symbol
| 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner |  | Officer (give title below) | | Other (specify below) | | EVP, Chief Commercial Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
09/20/2026 |
4. If Amendment, Date of Original Filed
(Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
| 2. Transaction Date
(Month/Day/Year) | 2A. Deemed Execution Date, if any
(Month/Day/Year) | 3. Transaction Code (Instr.
8)
| 4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
| 5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
| 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
|---|
| Code | V | Amount | (A) or (D) | Price |
|---|
| Common Stock | 09/20/2026 | | F | | 662 | D | $20.75 | 46,577 | D | |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr.
3)
| 2. Conversion or Exercise Price of Derivative Security
| 3. Transaction Date
(Month/Day/Year) | 3A. Deemed Execution Date, if any
(Month/Day/Year) | 4. Transaction Code (Instr.
8)
| 5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
| 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
| 8. Price of Derivative Security (Instr.
5)
| 9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
| 10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
|---|
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
| Explanation of Responses: |
|
| /s/ Laura Boswell, attorney-in-fact for Gennaro A. D'Alterio | 09/22/2026 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
I, the undersigned, being a person required to file reports pursuant to Section
16 of the Securities Exchange Act of 1934 ("Section 16") regarding the
undersigned's beneficial ownership of equity securities in Mistras Group, Inc.
(the "Company"), hereby constitute and appoint each of Michael Keefe, Eileen
Coggins, Laura Boswell and Michael Kozole, signing singly, as my true and
lawful attorney-in-fact to: 1. Take such actions as may be necessary or
appropriate to enable the undersigned to submit and file forms, schedules and
other documents with the U.S. Securities and Exchange Commission ("SEC")
utilizing the SEC's Electronic Data Gathering and Retrieval ("EDGAR") system,
which actions may include (a) enrolling the undersigned in EDGAR Next and (b)
preparing, executing and submitting to the SEC a Form ID, amendments thereto,
and such other documents and information as may be necessary or appropriate to
obtain codes and passwords enabling the undersigned to make filings and
submissions utilizing the EDGAR system; 2. Prepare and execute any and all
forms, schedules and other documents (including any amendments thereto) the
undersigned is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable for the undersigned to file with the SEC, under Section
13 or Section 16 of the Securities Exchange Act of 1934 or any rule or
regulation thereunder, or under Rule 144 under the Securities Act of 1933
("Rule 144"), including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144
(all such forms, schedules and other documents being referred to herein as "SEC
Filings"); 3. Submit and file SEC Filings with the SEC utilizing the EDGAR
system or cause them to be submitted and filed by a person appointed under
Section 5 below; 4. File, submit or otherwise deliver SEC Filings to any
securities exchange on which the Company's securities may be listed or traded;
5. Act as an account administrator for the undersigned's EDGAR account,
including: (i) appoint, remove and replace account administrators, account
users, technical administrators and delegated entities; (ii) maintain the
security of the undersigned's EDGAR account, including modification of access
codes; (iii) maintain, modify and certify the accuracy of information on the
undersigned's EDGAR account dashboard; (iv) act as the EDGAR point of contact
with respect to the undersigned's EDGAR account; and (v) any other actions
contemplated by Rule 10 of Regulation S-T with respect to account
administrators; 6. Cause the Company to accept a delegation of authority from
any of the undersigned's EDGAR account administrators and, pursuant to that
delegation, authorize the Company's EDGAR account administrators to appoint,
remove or replace users for the undersigned's EDGAR account; and 7. Obtain, as
the undersigned's representative and on the undersigned's behalf, information
regarding transactions in the Company's equity securities from any third party,
including the Company and any brokers, dealers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
third party to release any such information to the Attorney-in-Fact. 8. The
undersigned acknowledges that: a. This Power of Attorney authorizes, but does
not require, the Attorney-in-Fact to act in his or her discretion on
information provided to such Attorney-in-Fact without independent verification
of such information; b. Any documents prepared or executed by the
Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary or desirable; c.
Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 13 or
Section 16 of the Exchange Act or Rule 144, any liability of the undersigned
for any failure to comply with such requirements, or any liability of the
undersigned for disgorgement of profits under Section 16(b) of the Exchange
Act; and d. This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under Section
13 or Section 16 of the Exchange Act, including, without limitation, the
reporting requirements under Section 13 or Section 16 of the Exchange Act. 9.
The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney. 10. This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 or 5 or Schedules
13D or 13G or Forms 144 with respect to the undersigned's holdings of and
transactions in securities of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Attorney-in-Fact. This Power
of Attorney revokes all previous powers of attorney with respect to the subject
matter of this Power of Attorney. This Power of Attorney shall remain in full
force and effect until I am no longer required to file Forms 3, 4, and 5
