Other Events. Voting Agreements Concurrently with the execution of the Merger Agreement, each director and named executive officer of the Company and certain other stockholders of the Company entered into voting and support agreements (the “Voting Agreements”) with Parent, pursuant to which such stockholders have agreed, among other things, to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and against any competing acquisition proposal, and not to e…

CEO — Natalia Shuman: The filing discloses the approval of cash retention bonuses for key executives in connection with a merger, which is a compensatory arrangement rather than a change in management personnel.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 17, 2026, Mistras Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Athena Purchaser, LLC, a Delaware limited liability company (“Parent”), and Athena Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). Parent and Acquisition Sub are controlled by funds affiliated with H.I.G. Capita…

Results of Operations and Financial Condition On August 10, 2026, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our second quarter, which ended on June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "income from operations before special…

Results of Operations and Financial Condition On May 5, 2026, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our first quarter, which ended on March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "income from operations before special item…

Results of Operations and Financial Condition On March 4, 2026, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our fourth quarter and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special items," whi…

Results of Operations and Financial Condition On November 4, 2025, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our third quarter, which ended on September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "income from operations before spe…

Natalia Shuman: Compensatory equity awards granted to the CEO.

Results of Operations and Financial Condition On August 6, 2025, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our second quarter and six months ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special items,"…

Results of Operations and Financial Condition On May 7, 2025, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our first quarter of 2025, which ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special items," whi…

Results of Operations and Financial Condition On March 5, 2025, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our fourth quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special items," whi…

Executive Vice President, and President of Services — John Smith: Mr. Smith's employment was terminated without cause.

Executive Chairman — Manuel N. Stamatakis: The compensation arrangements for Manuel N. Stamatakis as Executive Chairman were finalized and an employment agreement was signed.

Sr. Executive Vice President and Chief Financial Officer — Edward Prajzner: Mr. Prajzner entered into a new employment agreement with the company.

Chief Operating Officer — Hani Hammad: Hani Hammad was promoted from Executive Vice President and Chief Transformation Officer to Executive Vice President and Chief Operating Officer.

by reference. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. Investors are cautioned that any such stat…

President and Chief Executive Officer — Natalia Shuman-Fabbri: Ms. Shuman-Fabbri was appointed as the President and Chief Executive Officer, succeeding Mr. Stamatakis.

. The Company is amending the Original Form 8-K for the sole purpose of correcting the item tag. No disclosure has changed from the Original Form 8-K.

Results of Operations and Financial Condition On October 30, 2024, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our third quarter of 2024, which ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special it…

Results of Operations and Financial Condition On October 30, 2024, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our third quarter of 2024, which ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special it…

Results of Operations and Financial Condition On July 31, 2024, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our second quarter of 2024, which ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA,” “free cash flow,” "net debt" and "net income before special items," w…

Manuel Stamatakis: The filing describes a compensatory arrangement for Manuel Stamatakis, not a management change.

Results of Operations and Financial Condition On May 1, 2024, Mistras Group, Inc. (the "Company," "we," "us" and "our") issued a press release announcing the financial results for our first quarter of 2024, which ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA”, “free cash flow” and "net income before special items", which are not m…

Results of Operations and Financial Condition On March 6, 2024, the Company issued a press release announcing the financial results for our fourth quarter and year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this report. Disclosure of Non-GAAP Financial Measures In the press release attached, the Company uses the terms “Adjusted EBITDA”, “free cash flow” and "net debt", which are not measures of financial performance under U.S. generally accepted accoun…

Entry into a Material Definitive Agreement On February 27, 2024, Mistras Group, Inc. entered into the First Amendment (the “Amendment”) to its existing Credit Agreement (the “Credit Agreement”), dated August 1, 2022, with JPMorgan Chase Bank N.A., as administrative agent for the lenders and a lender and the other lenders under the Credit Agreement. The Amendment increases the amount of non-recurring cash charges (as defined in the Credit Agreement) allowed to be added back for any period of f…