Mistras Group, Inc.

For the period ended May 19, 2026. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 7, 2026

MG$20.16+0.1%Stored close · as of Nov 6, 2026

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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 the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Mistras Group, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

195 Clarksville Road, Princeton Junction, New Jersey 08550

Dear MISTRAS Group Shareholder:

April 7, 2026

We are pleased to invite you to attend the 2026 Annual Shareholders Meeting of MISTRAS Group, Inc. The 2026 Annual Meeting will be held on Tuesday, May 19, 2026, at 11:00 a.m., Eastern Time. The 2026 Annual Meeting will be conducted completely virtually, via a live webcast. You will be able to attend and participate in our 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/MG2026, where you will be able to listen to the 2026 Annual Meeting live, vote your shares and submit questions. There will be no physical meeting location.

At the 2026 Annual Meeting, you and our other shareholders will be asked to vote on the following:

•	Elect seven directors to our Board of Directors;

•	Ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of MISTRAS Group, Inc. for the year ending December 31, 2026;

•	The approval of an amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance;

•	Approve, on an advisory basis, the compensation of MISTRAS Group, Inc.’s named executive officers; and

•	Conduct any other business which properly comes before the meeting.

You are entitled to participate in the virtual 2026 Annual Meeting if you were a shareholder as of the close of business on March 31, 2026, the record date, or hold a legal proxy for the 2026 Annual Meeting provided by your bank, broker, or nominee. To participate in the 2026 Annual Meeting webcast at www.virtualshareholdermeeting.com/MG2026, you must enter the control number found on your proxy card, voting instruction form or notice you receive. You may vote online during the 2026 Annual Meeting by following the instructions available on the 2026 Annual Meeting website during the 2026 Annual Meeting. Whether or not you plan to attend the 2026 Annual Meeting online, we urge you to vote and submit your proxy in advance of the 2026 Annual Meeting by one of the methods described in the proxy materials for the 2026 Annual Meeting.

Sincerely,

Manuel N. StamatakisExecutive Chairman of the Board	Natalia ShumanPresident and Chief Executive Officer

195 Clarksville Road, Princeton Junction, New Jersey 08550

Notice of Annual Meeting

April 7, 2026

The 2026 Annual Shareholders Meeting of MISTRAS Group, Inc. will be held on Tuesday, May 19, 2026, at 11:00 a.m., Eastern Time. The 2026 Annual Meeting will be held exclusively via webcast at www.virtualshareholdermeeting.com/MG2026. There will be no physical location of the 2026 Annual Meeting and you will only be able to attend the 2026 Annual Meeting via the webcast. The details of the 2026 Annual Meeting are as follows:

MEETING DETAILS
	Time and DateMay 19, 2026Tuesday at 11:00 a.m. Eastern Time	LocationWebcast at www.virtualshareholdermeeting.com/MG2026	Record Date March 31, 2026

ITEMS OF BUSINESS:

1	Election of seven directors, constituting the entire Board of Directors.
2	Ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of MISTRAS Group, Inc. for the year ending December 31, 2026.
3	The approval of an amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance.
4	Approve, on an advisory basis, the compensation of MISTRAS Group, Inc.’s named executive officers

Who can vote: Holders of MISTRAS Group, Inc. common stock as of the close of business on March 31, 2026, are entitled to vote at the 2026 Annual Meeting and any adjournment or postponement of the meeting.

Attending the Meeting: Shareholders as of the close of business on March 31, 2026, or their duly appointed proxies, may attend the 2026 Annual Meeting online. To attend the 2026 annual meeting, go to www.virtualshareholdermeeting.com/MG2026, then enter the control number found on your proxy card, voting instruction form or notice you receive. You may vote during the 2026 Annual Meeting by following the instructions available on the meeting website during the 2026 Annual Meeting.

Voting by proxy: Please submit your proxy and/or voting instructions as described in the accompanying proxy statement or other proxy materials you receive promptly so that a quorum may be represented at the 2026 Annual Meeting.

By order of the Board of Directors

EILEEN COGGINS

Executive Vice President,

General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS.

This Proxy Statement and the MISTRAS Group, Inc. 2025 Annual Report are first being made available to shareholders on or about

April 7, 2026 and are available electronically on the Internet at

www.proxyvote.com and on the Company’s website at http://investors.mistrasgroup.com/financial-information.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.