Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Foglia Stephanie Athena 2. Issuer Name and Ticker or Trading Symbol Mistras Group, Inc. [MG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 195 CLARKKSVILLE ROAD, 3. Date of Earliest Transaction (Month/Day/Year) 01/05/2026 (Street) PRINCETON JUNCTION, NJ 08550 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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 01/05/2026 S 1,000 D $13.6 4,692 I By Spouse Common Stock 02/03/2026 S 1,000 D $14.6 3,692 I By Spouse Common Stock 03/03/2026 S 1,000 D $15.5 2,692 I By Spouse Common Stock 04/17/2026 S 1,000 D $18 1,692 I By Spouse Common Stock 04/27/2026 G(1) 528,672 D $ 0 4,722,686 I By GRAT(2) Common Stock 1,393,324 D Common Stock 15,366 I By Child Common Stock 52,547 I By Child Common Stock 20,106 I By Child Common Stock 52,547 I By Child Common Stock 19,005 I By Child Common Stock 54,008 I By Child

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Foglia Stephanie Athena 195 CLARKKSVILLE ROAD PRINCETON JUNCTION, NJ 08550		X
2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos C/O STEPHANIE FOGLIA 504 HIRAM ROAD PLYMOUTH MEETING, PA 19462		X

Signatures

/s/ Stephanie Athena Foglia		06/04/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents an ordinary course annuity payment made by the 2025 Irrevocable Two-Year Grantor Retained Annuity Trust of Aspasia F. Vahaviolos ("GRAT") pursuant to its terms.
(2)	The reporting person is the trustee for the GRAT and holds sole power over the voting and disposition of the issuer's common stock held by the GRAT. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

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