Mistras Group, Inc.

Current report

Risks Related to the Pending Merger

Current report

On September 17, 2026, the Company entered into the Merger Agreement with Parent and Acquisition Sub, pursuant to which, subject to the terms and conditions of the Merger Agreement, Acquisition Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Acquisition Sub are controlled by funds affiliated with H.I.G. At the Effective Time, each outstanding share of our common stock (other than certain excluded and dissenting shares) will be converted into the right to receive $20.35 in cash, without interest and less applicable withholding taxes. See Note 1 –Description of Business and Basis of Presentation to the Unaudited Condensed Consolidated Financial Statements for additional information.

Current report

The Merger may not be completed on the anticipated timeline or at all, and failure to complete the Merger could adversely affect our business, financial condition, results of operations and stock price.

Current report

Completion of the Merger is subject to the satisfaction or, where permitted, waiver of a number of conditions, including (i) the adoption of the Merger Agreement by the Company’s stockholders; (ii) the expiration or termination of the applicable waiting period under the HSR Act (which was terminated effective October 22, 2026) and the expiration or termination of applicable waiting periods, or receipt of applicable approvals, under specified non-U.S. competition laws; (iii) the completion of required regulatory actions relating to our U.S. Nuclear Regulatory Commission and Agreement State licenses; (iv) the absence of any law or order prohibiting the consummation of the Merger; and (v) other customary conditions, including the accuracy of our representations and warranties (subject to specified materiality standards), our compliance in all material respects with our covenants and the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). Any such required consents and approvals may not be received at all, may not be received in a timely fashion, or may impose conditions on the completion of the Merger. We cannot assure you that all of the conditions in the Merger Agreement will be satisfied or waived on a timely basis or at all. If the conditions in the Merger Agreement are not satisfied or waived on a timely basis or at all, we may be unable to complete the Merger in the timeframe or manner currently anticipated or at all.

Current report

If the Merger is not completed for any reason, our stockholders will not receive any payment for their shares in connection with the Merger, and we will remain a public company subject to the same risks to which we are currently subject. In addition, we may be subject to a number of risks, including the following:

Current report

•the market price of our securities could decline to the extent that the current market price reflects an assumption that the Merger will be completed;

Current report

•commitments by management of time and resources to the Merger could prevent management from pursuing other opportunities that could otherwise have been beneficial for the Company;

Current report

•we may experience negative reactions from the financial markets or from our clients, business partners or employees;

Current report

•our business may be disrupted by the announcement and pendency of the Merger, including adverse changes in our relationships with clients, suppliers, partners and employees that may continue or intensify in the event the Merger is not consummated or is significantly delayed;

Current report

•we may be unable to attract and retain key personnel and recruit prospective employees, and our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Merger;

Current report

•we may be unable to pursue alternative business opportunities, make changes to our business pending the completion of the Merger or conduct our business on the same terms as we have in the past; and

Current report

•we have incurred, and expect to continue incurring, significant costs, expenses, and fees for professional services and other Merger-related costs, for which we may receive little or no benefit if the Merger is not completed, and many of these fees and costs will be payable by us even if the Merger is not completed.

Current report

The Merger Agreement contains restrictions on the conduct of our business prior to the completion of the Merger, which could adversely affect our business and operations.

Current report

The Merger Agreement generally requires us to conduct our business in the ordinary course consistent with past practice and, subject to specified exceptions or Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed), restricts us from taking certain actions until the earlier of the completion of the Merger and the termination of the Merger Agreement. Among other things, these restrictions limit our ability to make capital expenditures in excess of an agreed budget and specified thresholds, acquire or dispose of businesses or assets above specified thresholds, incur indebtedness, pay dividends or repurchase stock, enter into or amend material contracts, enter into a new line of business, and increase compensation or benefits or hire or terminate certain employees. These restrictions may prevent us from pursuing business opportunities that arise prior to the completion of the Merger, from responding effectively to competitive pressures or industry developments, or from taking other actions that we might otherwise consider to be in our best interests, and could adversely affect our business, financial condition and results of operations, particularly if the Merger is delayed or not completed.

Current report

We will incur substantial transaction costs in connection with the Merger, and we may be required to pay Parent a termination fee or reimburse Parent’s expenses if the Merger Agreement is terminated under specified circumstances.

Current report

We have incurred and expect to continue to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, including the costs of the go-shop process and of obtaining required regulatory approvals, substantially all of which are payable whether or not the Merger is completed. In addition, if the Merger Agreement is terminated under specified circumstances, we could be required to pay Parent a termination fee of approximately $27.5 million (the “Company Termination Fee”). Had we terminated the Merger Agreement during the go-shop period, which expired on October 27, 2026, to enter into a definitive agreement providing for a superior proposal, the fee would have been reduced to approximately $13.8 million. In addition, if Parent terminates the Merger Agreement as a result of our willful and material breach, we could be required to reimburse Parent’s reasonable and documented out-of-pocket expenses up to $7.0 million, which amount would be credited against any Company Termination Fee subsequently payable. Payment of these amounts could require us to use available cash that would otherwise have been available for operations or other purposes and could adversely affect our financial condition, results of operations and cash flows.

Current report

The Merger Agreement limits our ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable alternative transaction proposal.

Current report

The Merger Agreement permitted us to solicit alternative acquisition proposals during a go-shop period that expired at 11:59 p.m. Eastern Time on October 27, 2026. During the go-shop period, our financial advisor contacted, or was contacted by, 122 third parties, and no alternative acquisition proposals were received.

Current report

The Merger Agreement contains provisions that, subject to certain exceptions, limit our ability to solicit, initiate, knowingly encourage or facilitate, or engage in discussions or negotiations with respect to, alternative third-party acquisition proposals. These provisions or other provisions in the Merger Agreement could discourage a potential competing acquiror that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative transaction from considering or proposing such a transaction.

Current report

Legal proceedings against the Company relating to the Merger could result in substantial costs or otherwise negatively impact our business, operating results and financial condition.

Current report

On October 15, 2026 and October 23, 2026, the Company received two letters from counsel for purported stockholders of the Company demanding, pursuant to Section 220 of the Delaware General Corporation Law, inspection of certain of our books and records relating to the Merger. The letters state that the stockholders may file suit or pursue other legal relief relating to the Merger. The Company has also received demand letters from certain purported stockholders of the Company seeking additional disclosure in advance of the stockholder vote. Additional demands may be made, and litigation relating to the Merger may be filed, against the Company, Parent, their respective affiliates and/or their respective boards of directors and management. The outcome of any litigation is uncertain and any such lawsuits could prevent or delay the completion of the Merger and result in significant costs. The litigation costs, including costs associated with our indemnification obligations to our directors and officers, and diversion of management’s attention and resources to address the claims in any litigation related to the Merger, may adversely affect our business, results of operations, prospects, and financial condition. In addition, any litigation related to the Merger may result in negative publicity or an unfavorable impression of the Company, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our clients and business partners, or otherwise harm our operations and financial performance.

Current report

Uncertainties associated with the Merger may cause a loss of our employees during the pendency of the Merger.

Current report

No assurance can be given that we will be able to retain key employees to the same extent that we have been able to in the past. The Company may lose significant expertise and talent, and the loss of any member of the senior management team could impair the Company’s ability to execute its business plan and growth strategy. Our current and prospective employees may experience uncertainty about their future roles following the Merger, which may materially adversely affect our ability to attract, retain, and motivate key personnel during the pendency of the Merger. Our employees could lose productivity as a result of uncertainty regarding their employment following the Merger. The loss of key personnel during the pendency of the Merger could adversely affect our business and operations.

Current report

If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in value of the Company.

Current report

The Merger Agreement provides for the stockholders of record of our common stock to receive cash consideration of $20.35 per share of our common stock, without interest, upon the closing of the transactions contemplated by the Merger Agreement. If the Merger is completed, our stockholders will no longer hold interests in the Company and will not participate in any future earnings or growth of the Company or benefit from any appreciation in its value.