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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:

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,

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:

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.

 

We are providing these proxy materials in connection with the solicitation by our Board of Directors of proxies to be voted at our 2026 annual meeting of shareholders (“2026 Annual Meeting”) and at any adjournment or postponement of the 2026 Annual Meeting. You are invited to attend the 2026 Annual Meeting, which will take place on May 19, 2026, beginning at 11:00 a.m., Eastern Time, via a webcast over the Internet at www.virtualshareholdermeeting.com/MG2026.

The terms “Mistras,” “MISTRAS,” the “Company,” “we,” “our” and “us” mean MISTRAS Group, Inc. and the term “Board” means our Board of Directors, unless the context indicates otherwise. We are incorporated in the state of Delaware, and our common stock, par value $.01 per share (the “common stock”), trades on the New York Stock Exchange (“NYSE”) under the symbol “MG.” Our fiscal year ends December 31.

The accompanying proxy is being solicited by our Board. The notice of 2026 Annual Meeting and this proxy statement (“Proxy Statement”) and proxy card or voting instructions are first being distributed to shareholders on or about April 7, 2026. In addition to this solicitation, employees of the Company may solicit proxies by telephone. All costs of the solicitation of proxies will be borne by the Company. On the proxy card or voting instruction included in the materials, a shareholder of record (that is, a shareholder who holds the shares in his, her or its own name with our transfer agent, Equiniti Trust Company, LLC) may substitute the name of another person in place of those persons presently named as proxies. To vote, a substitute proxy must present adequate identification to the Corporate Secretary or Inspector of Election for the 2026 Annual Meeting before the voting occurs.

At the 2026 Annual Meeting, the proxies appointed by the Board (the persons named in the proxy card or voting instructions) will vote your shares as you instruct. If you complete and submit your proxy without indicating how you would like to vote your shares, your proxy will be voted as the Board recommends.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are using the Internet as our primary means of furnishing proxy materials to shareholders as permitted by the rules of the Securities and Exchange Commission (“SEC”). Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and 2025 Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose and how to attend the 2026 Annual Meeting via the Internet. This makes the proxy distribution process more efficient, less costly and helps conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent electronically unless you change your election.

The Board recommends that shareholders vote:

Shareholders of record of our common stock at the close of business on March 31, 2026, are entitled to notice of and to vote at the 2026 Annual Meeting and any adjournments or postponements of the meeting. Each share entitles its owner to one vote.

The holders of a majority of the shares entitled to vote at the 2026 Annual Meeting must be present or represented by proxy in order to constitute a quorum for all matters to come before the 2026 Annual Meeting. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. On the record date, we had 31,816,681 shares of common stock outstanding.

The following chart sets forth the proposals to be considered at the 2026 Annual Meeting, the voting choices for each proposal, the votes needed to elect directors and for each other agenda item to pass, and the manner in which votes will be counted.

For Item 1, Election of Directors, as set forth in our Director Resignation Policy described on page 9, each director has agreed that if he or she receives more “Withheld” votes than “For” votes, the director will tender his or her resignation for consideration by the Corporate Governance Committee and the independent members of the Board.

Shares held in your name as the shareholder of record may be voted by you online at the 2026 Annual Meeting. Shares held beneficially in street name may be voted by you online at the 2026 Annual Meeting only if you obtain a legal proxy from the bank, broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the 2026 Annual Meeting online, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting online.

You have the option of voting your shares over the Internet, by telephone or completing and returning a proxy card or voting instruction card. Voting over the Internet or telephone authorizes the named proxies to vote your shares as you direct. If you

receive paper copies of our proxy materials and/or a proxy card or voting instruction card, you can also vote by marking, signing, and returning your proxy card or voting instruction card as directed in the materials you receive. More information on how to vote by proxy is included in the proxy materials.

If any other matters are properly presented for consideration at the 2026 Annual Meeting, the persons named on the proxy card will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the 2026 Annual Meeting.

You may change your vote at any time before the proxy is exercised. If you vote by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, by voting online during the 2026 Annual Meeting or by giving written notice to the Secretary at [email protected]. If you vote over the Internet or by telephone, you may also change your vote with a timely and valid later Internet or telephone vote, as the case may be, or by voting online during the 2026 Annual Meeting. Attending the meeting online will not have the effect of revoking a proxy unless you give proper written notice of revocation to the Corporate Secretary or Inspector of Election before the proxy is exercised or you vote online at the 2026 Annual Meeting via the webcast.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are a record holder of your shares of Mistras common stock. If you hold your shares through a bank, broker or other intermediary, which is commonly referred to as holding your shares in “street name,” you are a beneficial holder but not a record holder. If you hold your shares in street name and want your shares to count on Item 1 (election of directors), Item 3 (the amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance), or Item 4 (advisory vote on the compensation of our named executive officers), you will need to instruct your bank or broker how you want your shares voted. If you hold your shares in street name and you do not instruct your bank or broker how to vote on Items 1, 3 or 4, no votes will be cast on your behalf on any of these items for which you did not provide voting instructions. Your bank or broker will have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2). Abstentions for Items 2, 3, or 4 will have the practical effect of a vote against such Item.

If you are a shareholder of record and do not return your proxy or attend the 2026 Annual Meeting online, your shares will not be considered present at the 2026 Annual Meeting for voting purposes or determining whether we have a quorum, and no votes will be cast for your shares at the 2026 Annual Meeting. If you return your proxy but do not cast your vote on your proxy, your shares will be voted as directed by the Board, which will be in favor of all the nominees listed in Item 1 and in favor of Items 2, 3, and 4. If you return your proxy but abstain from voting on one or more of the items of business, no votes will be cast on your behalf on any of the items of business at the 2026 Annual Meeting on which you abstained, but your shares will be counted for determining whether a quorum is present to conduct the 2026 Annual Meeting.

You are entitled to attend the 2026 Annual Meeting only if you were a shareholder of Mistras or joint holder as of the record date, which is the close of business on March 31, 2026, or you hold a valid legal proxy for the 2026 Annual Meeting. We will be hosting the 2026 Annual Meeting live via webcast, with no physical location. A summary of the information you need to attend the 2026 Annual Meeting online is provided below:

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/MG2026 on the day of the 2026 Annual Meeting.

A representative from Broadridge Financial Services will tabulate the votes and will serve as Inspector of Election for the 2026 Annual Meeting.

We will announce preliminary voting results at the meeting. Voting results will also be disclosed in a Form 8-K filed with the SEC soon after the meeting, which will also be available on our website.

Our Board is committed to maintaining good corporate governance practices and believes this is an important element of our long-term success and the enhancement of shareholder value. The Board has adopted and adheres to corporate governance guidelines and practices that the Board and senior management believe are sound and promote this purpose. Our Board continuously reviews our governance practices and updates them, as appropriate, based upon Delaware law (the state in which we are incorporated), NYSE rules and listing standards, and SEC regulations, as well as best practices suggested by recognized governance authorities.

All of our relevant corporate governance documents are available on the corporate governance section of the investor page of our website at https://investors.mistrasgroup.com/corporate-governance. At this website, shareholders can view our:

Committee Charters

Key Governance Policies and Guidelines

Conduct

Our Board has set the number of directors for the Board at seven and currently the seven members consist of Nicholas DeBenedictis, James J. Forese, Richard H. Glanton, Michelle J. Lohmeier, Charles P. Pizzi, Natalia Shuman, and Manuel N. Stamatakis.

In February 2026, the Board and Corporate Governance Committee undertook a review of the independence of the directors and considered whether any director has a relationship with us that would preclude a determination of independence within the meaning of the rules of the NYSE. As a result of this review, our Board determined that Ms. Lohmeier and Messrs. DeBenedictis, Forese, Glanton and Pizzi, representing five of our seven current directors, are “independent directors” as defined under the NYSE rules.

COMMITTEES OF THE BOARD

Our Board has four standing committees: Audit Committee, Compensation Committee, Corporate Governance Committee and Environmental, Social and Safety Committee. Each committee operates pursuant to a written charter and all committees are comprised solely of independent directors under the applicable requirements of the NYSE and SEC. The composition of the committees is set forth below and a description of each committee follows.

Our Board has determined that each member of our Audit Committee meets the requirements for independence as defined by the SEC and NYSE rules and regulations and financial literacy and that Messrs. DeBenedictis and Forese qualify as audit committee financial experts under the applicable requirements of the NYSE and SEC rules and regulations. The Audit Committee is responsible for, among other things:

All the members of our Compensation Committee qualify as independent. The Compensation Committee is responsible for, among other things:

Our Corporate Governance Committee is responsible for, among other things:

Our Environmental, Social and Safety Committee is responsible for, among other things:

Under our corporate governance guidelines, the Board does not have a policy on whether the roles of the Chairman and Chief Executive Officer, or CEO, should be separate or combined. The Board believes it should be free to determine what is best for the Company at a given point in time, as different leadership structures for a board of directors have their own advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company.

We currently separate the roles of CEO and Chairman of the Board. Natalia Shuman serves as our President and CEO, and is not an independent director, and Manuel “Manny” Stamatakis serves as our Executive Chairman and is not an independent director. James Forese, an independent director and Chair of our Corporate Governance Committee, serves as our independent Lead Director.

The Board established the position of independent Lead Director and determined it should be the chair of the Corporate Governance Committee. The Lead Director serves as a liaison between management and non-management members of the Board; participates in setting the agenda for Board meetings; leads the executive sessions, including follow-up actions; and is involved in other governance matters involving the Company. In October 2023, the Board appointed Mr. Forese to serve as Lead Director and Chair of the Corporate Governance Committee, succeeding Manny Stamatakis in those positions. With Manny Stamatakis remaining in an executive position as Executive Chairman of the Board, the Board has decided that Jim Forese shall remain in the position of Lead Director.

We have a Code of Ethics for Executive Officers and Senior Financial Officers and Managers, which applies to our CEO, Chief Financial Officer (“CFO”), Chief Accounting Officer (“CAO”), all other executive officers, the controller, the treasurer, the director of audit, the director of tax, the managing directors and controllers of international operations and other finance and accounting managers designated by the CEO or the CFO. This code of ethics requires that our leaders covered by the code act with honesty, integrity and a high level of ethics. This code also requires full, fair, timely and accurate reporting and disclosure of information in our reports to the SEC and to the public. We also have a Code of Conduct that applies to all our employees, officers and directors. Our Code of Conduct establishes guidelines for the honesty and professionalism we expect all Mistras directors, officers and employees to follow at all times when representing or working for Mistras and is intended to foster an atmosphere of high integrity and accountability.

The Code of Conduct requires directors, officers and all employees to comply with all laws and regulations and addresses issues such as dealing with customers and suppliers, protecting valuable company assets, avoiding conflicts of interest, and other matters involving good corporate conduct.

The Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and for recommending nominees to the Board for election at the annual meeting of shareholders or to fill vacancies on the Board between shareholder meetings. To facilitate this process, the Corporate Governance Committee and the Board adopted our Director Nominating Process and Policy and the Director Qualification Criteria. The Director Nominating Process and Policy and the Director Qualification Criteria articulate a process and qualifications that are clear, specific and prudent to help the Corporate Governance Committee and the Board identify and select qualified directors to meet our needs and provide a well-functioning Board.

In accordance with the policy, the Corporate Governance Committee considers the Board’s current and anticipated strengths and needs. Among the criteria considered by the committee are experience or expertise in accounting, finance, management, international business, compensation, corporate governance, strategy, general business matters and industry knowledge, as well as diversity within the Board. The Board and the Corporate Governance Committee take diversity into account when considering potential director candidates. The Board and the Corporate Governance Committee will also prioritize independence when considering potential director candidates.

As set forth in the Director Qualification Criteria, the Board seeks candidates for director who possess the following criteria: (1) the highest level of integrity and ethical character, (2) personal and professional reputation consistent with the Company’s image and reputation, (3) sound business judgment, (4) financial literacy and a sound understanding of business strategy, business environment, corporate governance and board operations, (5) independence, (6) significant experience and proven superior performance in professional endeavors, (7) value board and team performance, (8) the ability to devote the time necessary for service on the Board, (9) skills and expertise in areas that will benefit the Board and (10) the ability to make a long-term commitment to serve on the Board. The Corporate Governance Committee is also cognizant of having at least one independent director who meets the definition of an audit committee financial expert under SEC rules. As part of its in-depth review of its committee charters and governance policies and practices described below, the Board shall strive to have directors who are diverse in experience, gender, race, ethnicity and age.

The Corporate Governance Committee may rely on various sources to identify potential director nominees. These include input from directors, management, other individuals that the Corporate Governance Committee considers reliable, and professional search firms. The Corporate Governance Committee will consider director nominations made by a shareholder or other sources (including self-nominees) if these individuals meet our Director Qualification Criteria. If a candidate proposed by a shareholder or other source meets the criteria, the individual will be considered on the same basis as other candidates. For consideration by the Corporate Governance Committee, the submission of a candidate must be sent to the attention of the Corporate Secretary at our headquarters at 195 Clarksville Road, Princeton Junction, New Jersey 08550. The submission should be received by February 18, 2027 in order to receive adequate consideration for the 2027 annual meeting and must include sufficient details to demonstrate that the potential candidate meets the Director Qualification Criteria. For a shareholder to nominate a director for election, the shareholder must meet the requirements of our bylaws and make the nomination in the time required by our bylaws, as set forth on page 60 under “Shareholder Proposals and Other Matters.”

The Board has a Director Resignation Policy which provides that, in an uncontested election for directors, if a nominee for director receives more votes “withheld” or “against” than votes “for” his or her election, the director will promptly tender an offer of his or her resignation following certification of the shareholder vote. An uncontested election is any election of directors in which the number of nominees for election is less than or equal to the number of directors to be elected.

The Corporate Governance Committee will consider and recommend to the Board whether to accept the resignation offer, which the independent members of the Board will decide. The Corporate Governance Committee and Board will evaluate any such tendered resignation based upon the best interests of the Company and its shareholders. When deciding the action to take, the Board could accept or turn down the offer of resignation or decide to pursue additional actions such as the following:

In addition, the Director Resignation Policy provides that if a director’s principal occupation or business association changes substantially during his or her tenure as a director (other than as a result of retirement), the director shall tender his or her resignation for consideration by the Corporate Governance Committee. The Corporate Governance Committee, in consultation with the Executive Chairman of the Board, will recommend to the Board the action, if any, to be taken with respect to the resignation.

The Board adopted stock ownership guidelines for all directors and executive officers. Non-employee directors are required to hold all shares awarded during the prior three years of service. All of our non-employee directors are currently in compliance with the guidelines. The guidelines for our executive officers are discussed on page 45 in the Compensation Discussion and Analysis section of this Proxy Statement. The Board has also adopted an Incentive Compensation Recoupment Policy (often referred to as a claw-back policy), which is also discussed on page 46 in the Compensation Discussion and Analysis.

We have adopted an Insider Trading Compliance Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees of the Company and its subsidiaries that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable rules and regulations of the NYSE.

Board Oversight of Risk Management. The Board believes that overseeing how management manages the various risks the Company faces is one of its important responsibilities. The risk oversight function is led by the Board and the Audit Committee, but some areas are administered by committees tasked by the Board with oversight of specific risks, as summarized below.

The Board and its committees receive information and reports from management on the status of the Company and the risks associated with the Company’s strategy and business plans.

The following chart sets forth the number of meetings held by the Board and each of the four standing committees in 2025.

Each director attended at least 75% of the total meetings of the Board and the committees on which the director served. Due to the interest our directors have in the activities of all committees and our meeting schedule, all our directors attended more than half of the Board committees’ meetings held in 2025.

Annual Meeting Attendance. The Company expects all directors (who are also all the director nominees) to attend the 2026 Annual Meeting. All of our directors attended our 2025 annual shareholders meeting.

Communication with the Board. Shareholders, employees and others may contact the Board or any of the Company’s directors (including the Lead Director) by writing to them c/o Corporate Secretary, Mistras Group, 195 Clarksville Road, Princeton Junction, New Jersey 08550. The Company’s process for handling communications to the Board or the individual directors is set forth in our Securityholder Communication Policy available on the corporate governance section of the investor page of our website at https://investors.mistrasgroup.com/corporate-governance.

Term Limits; Mandatory Retirement. The Board has decided not to have term limits or a mandatory retirement age for directors. The Board believes that a director should be evaluated based upon his or her abilities and contributions to the Board and an assessment of that individual’s qualities and qualifications to continue to serve as a director on the Board. Term limits and mandatory retirement may deprive the Board of a valuable member with significant insight and knowledge of Mistras and our industry.

Review of Charters and Policies: The Board and the committees review all committee charters and the governance policies, guidelines and practices annually and changes are made as needed.

Review of Cybersecurity: Our Board is responsible for the oversight of our cybersecurity program and our Audit Committee and Information Technology Leadership Team support the Board in the oversight of our information security program and are focused on cybersecurity and data privacy risk, including compliance with all applicable laws and regulations, incident response planning, timely identification and assessment of incidents, incident recovery and business continuity considerations. Periodic reports and updates concerning our cybersecurity program are provided to our Audit Committee and to our CEO and senior management, as appropriate. These reports include updates on our cyber risk and threats, the status of projects to strengthen our information network and data security, assessments of our information security program, and the emerging threat landscape. In 2025, the Audit Committee reviewed with management the Company’s information technology function, including data and cyber security, and the plans for further enhancement of these functions as technology and external threats continue to develop.

Environmental, Social and Safety: With the establishment of the Environmental, Social and Safety Committee, the Board and management have placed additional focus on our role as a member of the broader communities in which we operate and our practices around safety, health, environmental, human rights, and other social responsibility matters.

Employee, Officer and Director Hedging: Our policies regarding hedging are discussed under “Compensation Discussion and Analysis—Compensation Policies—Hedging Prohibitions” on page 46.

For 2025, the compensation program for our non-employee directors (other than Dr. Vahaviolos) provided for cash fees of $25,000 per quarter ($100,000 annually) and annual equity grants of $115,000 in shares of fully-vested common stock. The committee chairpersons received additional quarterly cash fees of $3,875 for the Audit Committee and $3,125 for the other committees and our Lead Director received $33,000 annually for responsibilities associated with this position.

For 2026, the cash component of director compensation will increase to $110,000 annually.

The following is the compensation paid to our non-employee directors in 2025.

During 2025, Michelle Lohmeier, as Committee Chair, James Forese and Richard Glanton served as members of our Compensation Committee. None of the members of our Compensation Committee, while serving on the Compensation Committee, has been an officer or employee of Mistras or had any other relationship with us requiring disclosure in this Proxy Statement. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

We have a Related Person Transaction Policy, which requires review, approval or ratification by the Corporate Governance Committee for any transaction, arrangement or relationship or series of the foregoing in which we are a participant and any related person has or will have a material interest, including those for which disclosure is required under Item 404(a) of SEC Regulation S-K. Under this policy, any renewals, extensions or material amendments to a related party transaction, even if previously approved under the policy or by the Board, shall be subject to review, approval or ratification by the Corporate Governance Committee. For purposes of the policy, the term “related person” is as defined in Item 404 of SEC Regulation S-K and includes our directors, director nominees, executive officers, holders of 5% or more of our common stock, and the immediate family members of the foregoing individuals and entities.

Under the Related Person Transaction Policy, all our directors and executive officers have a duty to report to the CEO, General Counsel or Lead Director potential conflicts of interest or transactions with related persons. Management has established procedures for monitoring transactions that could be subject to approval or ratification under the Policy.

Once a related person transaction has been identified, the Corporate Governance Committee, and in some cases the Audit Committee, will review all the relevant facts and circumstances and approve or disapprove of the entry into the transaction. The Corporate Governance Committee will take into account, among other factors, whether the transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. If advance approval of a transaction by the Corporate Governance Committee is not feasible, the transaction will be considered for ratification at the Corporate Governance Committee’s next regularly scheduled meeting.

There are no family relationships between or among any of our directors, director nominees and executive officers.

We lease our headquarters located at 195 Clarksville Road, Princeton Junction, New Jersey, from an entity majority-owned by a stockholder of the Company with significant influence. In 2025, the annual payments for this lease were $1,016,617.

Our subsidiary in Greece entered into an employment agreement with the daughter of our former director, Dr. Vahaviolos, who passed away in February 2025, pursuant to which she serves as its President and Managing Director. The employment agreement provides for a monthly salary and other compensation, including incentive bonuses, plus reimbursement of certain expenses. During 2025, Dr. Vahaviolos’ daughter received approximately $136,000 in total compensation and benefits. In addition, Dr. Vahaviolos’ daughter personally guaranteed payments on certain obligations of our Greek subsidiary. We have agreed to indemnify Dr. Vahaviolos’ daughter should she make any payments or incur any costs or loss on account of her guaranty. Another daughter of Dr. Vahaviolos is an employee in our Human Resource Department and received total compensation in 2025 of approximately $243,920, which Company management believes is in line with the total compensation of comparable positions at other companies.

Manny Stamatakis, our Executive Chairman, previously owned Capital Management Enterprise (“CME”), a firm that provided employee benefits consulting services to the Company. Mr. Stamatakis sold CME to Conner Strong and Buckelew (“CSB”) in 2020. Mr. Stamatakis remains an employee of CSB and provides employee benefit consulting services to CSB as needed. CSB provides insurance consulting and brokerage services to the Company. The Company paid CSB $405,000 in 2025 and is expected to pay substantially the same amount in 2026 for these services. CSB also receives normal and customary commissions from third-party benefits providers on account of coverages such third parties provide.

In October 2016, a company filed a lawsuit in Orange County, California Superior Court against one of our directors and a director nominee, Richard Glanton, along with a privately held company for which Mr. Glanton was a director and officer, and other parties for allegedly defaulting on loans, among other allegations. In the case, styled Luxury Asset Lending, LLC v. Philadelphia Television Network, Inc., Case No. 2016-00880965, the court entered a default judgment against Mr. Glanton and the company defendant in April 2017. In April 2019, the company defendant filed a motion to set aside the default judgment against it, which the court denied. Thereafter, the Fourth District Court of Appeal of California issued an opinion (Luxury Asset Lending, LLC v. Phila. Television Network, Inc., 270 Cal. Rptr. 3d 724 (Oct. 29, 2020)) reversing the denial. The matter is ongoing; see related proceedings in the Court of Common Pleas of Montgomery County, Pennsylvania styled Philadelphia Television Network, Inc. v. Newport Investment Group, LLC, Case No. 2025-10852.

In July 2017 and then in February 2022, Mr. Glanton filed separate voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The 2017 case was styled In the Matter of Richard H. Glanton, Case No. 17-bk-24279, which has been closed. The February 2022 proceeding, styled In the Matter of Richard H. Glanton, Case No. 22-bk-11055, was converted in August 2022 to a Chapter 7 proceeding and a bankruptcy trustee was appointed. On January 6, 2026, the Chapter 7 trustee filed a certification that the bankruptcy estate has been fully administered and an application to be discharged. Certain limited proceedings in this matter are ongoing.

These legal and bankruptcy proceedings were not related in any way to Mr. Glanton’s service on our Board.

After reviewing this information, the Board decided to renominate Mr. Glanton for election as a director at the 2026 Annual Meeting based on his historical performance and his long-term dedicated service on the Company’s Board, his knowledge of Mistras’ business, and the breadth of experience he possesses.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2026 by (1) each of our directors and nominees for director, (2) each of the executive officers named in the summary compensation table, (3) all our directors and executive officers as a group, and (4) each person or group of affiliated persons known by us to be the beneficial owners of more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Shares of common stock that may be acquired by an individual or group within 60 days of March 1, 2026 pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not for the purpose of computing the percentage ownership of any other person shown in the table. The percentage of shares beneficially owned is computed on the basis of 31,578,384 shares of common stock outstanding as of March 1, 2026.

We believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, except as disclosed otherwise. The address for the directors and named executive officers listed below is c/o Mistras Group, 195 Clarksville Road, Princeton Junction, NJ 08550.

We believe that during 2025, all reports for our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities that were required to be filed under Section 16(a) of the Securities Exchange Act of 1934 were filed on a timely basis, except for (i) a Form 3 and Form 4 filed on September 10, 2025 by Aspasia Felice Vahaviolos reporting her initial beneficial ownership and one transaction, respectively, (ii) a Form 4 filed on September 10, 2025 by the Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust reporting one transaction, (iii) a Form 4 filed on September 25, 2025 by Eileen Coggins reporting one transaction, (iv) a Form 4 filed on December 4, 2025 by Gennaro A. D’Alterio reporting one transaction, (v) a Form 4 filed on February 27, 2026 by Aspasia Felice Vahaviolos reporting one transaction and (vi) a Form 3 filed on February 27, 2026 by the 2025 Irrevocable Grantor Retained Annuity Trust of Aspasia F. Vahaviolos reporting the trust’s initial

beneficial ownership. Form 4 filed late on February 27, 2026 by Aspasia Felice Vahaviolos reporting a gift by Ms. Vahaviolos of shares to the 2025 2-Year Irrevocable Grantor Retained Annuity Trust of Aspasia F. Vahaviolos transaction and (vi) a Form 3 filed late on February 27, 2026 by the 2025 2-Year Irrevocable Grantor Retained Annuity Trust of Aspasia F. Vahaviolos reporting the trust’s initial beneficial ownership and receipt of a gift of shares.

At the recommendation of the Corporate Governance Committee, the Board has recommended that all the current directors be nominated for election to the Board. Directors who are elected at the 2026 Annual Meeting will serve a one-year term expiring at the 2027 annual shareholders meeting or until their successors have been elected and qualified, or until their death or resignation.

The following contains the background, experience and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that contributed to the determination by the Corporate Governance Committee and the Board that the nominee should serve as a director. Several of our independent directors serve or have served on boards and board committees (including, in many cases, as committee chairs) of other public companies, which we believe provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board. In addition, James Forese, Richard Glanton and Manny Stamatakis have been on our Board for over fifteen years, and Nicholas DeBenedictis for over 10 years and all of them have a wealth of knowledge about our business, industry and corporate culture that provides great value to the functioning and decision-making of the Board.

We believe that each nominee for election as director will be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

Vote Required and Recommendation of the Board. The seven nominees receiving the greatest number of votes cast for their election as directors will be elected. The Board intends to vote all proxies for the election of each of these nominees unless you indicate otherwise on your proxy card or pursuant to your voting instructions.

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We are asking our shareholders to ratify this appointment. Although ratification of the appointment of PwC is not required under the laws of the state of Delaware or NYSE rules, the Board has decided to ascertain the position of shareholders on the appointment and believes that shareholder appointment is a good corporation governance practice. The Audit Committee will reconsider the appointment of PwC if shareholders do not ratify the appointment. Even if the appointment is ratified, the Audit Committee will still have the discretion to appoint a different independent registered public accounting firm if the Audit Committee determines that such a change would be in our and our shareholders’ best interests.

A representative of PwC is expected to attend the 2026 Annual Meeting online and will have the opportunity to make a statement if the PwC representative desires to do so and to respond to appropriate questions presented at the meeting.

Vote Required and Recommendation of the Board. The ratification of the appointment of the independent registered public accounting firm will be approved if a majority of the shares of common stock present or represented by proxy at the 2026 Annual Meeting entitled to vote on this item vote FOR this item. The Board intends to vote all proxies for the ratification of PwC, unless you indicate otherwise on your proxy card or pursuant to your voting instructions.

The following table sets forth the fees billed by PwC for professional services rendered for the audit of the 2025 and 2024 financial statements and for the other services listed below.

Audit Fees: Audit fees for all periods consisted of aggregate fees billed for professional services rendered for the integrated audit of our consolidated annual financial statements and internal control over financial reporting and reviews of interim consolidated financial information.

Audit Related Fees: Fees related to performing certain non-recurring procedures related to the system implementation for an upgrade to the Company’s accounting systems, including substantive and controls testing, testing of new key reports and new automated controls.

Tax Fees:  Fees related to general tax services.

All Other Fees:  Fees related to PwC training.

The Audit Committee’s charter provides for review and pre-approval by the Audit Committee of all audit services and permissible non-audit services, and related fees, conducted by our independent auditor. All the fees and services described above were approved by the Audit Committee and the Audit Committee concluded that the provision of such services by PwC did not impact PwC’s independence in the conduct of its auditing function.

The Audit Committee reports to and acts on behalf of the Board of Directors of MISTRAS Group, Inc. (the “Company”) by providing oversight of the financial reporting process, accounting policies and procedures and the system of internal controls of the Company. The Company’s management is responsible for preparing the Company’s consolidated financial statements and designing and monitoring a system of internal controls. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an independent, integrated audit of the Company’s consolidated financial statements and internal control over financial reporting and expressing its opinion on the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting, based upon its audit. The Audit Committee is responsible for overseeing the conduct of these activities by the Company’s management and PwC.

In this context, the Audit Committee has met and held discussions with management, the Company’s internal auditors and PwC. These meetings also included private sessions with the internal auditors, PwC, the Chief Executive Officer, the Chief Financial Officer, and other members of management at Audit Committee meetings and such other times as the Audit Committee deemed appropriate. Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the year ended December 31, 2025, were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed the consolidated financial statements with management, the Company’s internal auditors and PwC. The Audit Committee also discussed with the Company’s internal auditors and PwC the overall scope and plans for their respective audits, their evaluation of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting process.

The Audit Committee has discussed with PwC matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 1301 and other generally accepted auditing standards. In addition, PwC provided to the Audit Committee the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee and PwC have discussed PwC’s independence from the Company and its management, including the matters in those written disclosures.

Additionally, the Audit Committee considered the non-audit services provided by PwC and the fees and costs billed and expected to be billed by PwC for those services and concluded that the provision of these services by PwC is compatible with maintaining PwC’s independence.

Based upon these reviews and discussions with management and PwC, the Audit Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

James Forese, Chair

Nicholas DeBenedictis

Charles Pizzi

We are asking our shareholders to approve an amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of our common stock that may be issued by 1,700,000 shares, to a total of 7,900,000 shares (the “Amendment”). The Amendment was approved by our Board on February 26, 2026 and is subject to shareholder approval in accordance with the terms of the Plan and the NYSE listing requirements. Other than the increase in the number of shares subject to the Plan, the Amendment makes no other changes to the Plan. Within this proposal, we refer to the Plan, as amended by the Amendment, as the “Amended Plan.”

Based on 260,957 shares remaining available under the Plan as of March 20, 2026 (assuming target performance for the outstanding PRSUs), the increase of 1,700,000 shares would result in 1,960,957 shares being available for future issuance under the Amended Plan.

The Plan was originally adopted by our Board on August 20, 2016, and approved by our shareholders at the 2016 annual meeting. Amendments to increase the number of shares authorized for issuance under the Plan from 1,700,000 shares to 3,700,000 shares and from 3,700,000 shares to 4,900,000 shares were approved by our shareholders at the 2020 and 2022 annual meetings, respectively. At the 2024 annual meeting, our shareholders approved an amendment and restatement of the Plan, which (among other things) increased the number of shares authorized for issuance under the Plan from 4,900,000 to 6,200,000 and extended the expiration date of the Plan to March 27, 2034.

The Amendment is intended to provide us with capacity to attract, retain and motivate key employees and other service providers who are responsible for our long term success. If approved by the shareholders, the Amendment will become effective on May 19, 2026 (the date of the 2026 Annual Meeting).

The Amendment to the Plan will not become effective unless shareholder approval is obtained. If the shareholders do not approve the Amendment, the Plan will remain in effect but the number of shares that may be issued under the Plan will not be increased. In that case, our ability to grant new equity-based awards under the Plan would be nearly exhausted and, as a result, our ability to attract, retain and motivate talented individuals would be impaired. Without the ability to issue equity-based awards, we would be forced to rely on cash alternatives to provide competitive compensation. The increased use of cash compensation would, among other things, reduce the cash available for investment in our growth.

This proposal requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the proposal and present in person or represented by proxy at the 2026 Annual Meeting. Abstentions have the same effect as a vote against this proposal. Broker non-votes will not be considered entitled to vote on this proposal and will therefore not be counted in determining the number of votes necessary for approval of this proposal. Our named executive officers and directors are eligible to receive awards under the Plan and therefore have an interest in this proposal.

The Plan, as amended by the Amendment, is attached hereto as Exhibit A.

Long term equity-based and other forms of incentive compensation have been and are expected to continue to be necessary and key components of our overall compensation program. The Board believes that our ability to grant equity-based incentive compensation will enable us to meet several objectives that are important to the success and growth of our business, including, for example, fostering an ownership mentality that aligns the interests of our management and other personnel with those of our shareholders, and enabling us to attract, motivate, reward and retain talented individuals whose skills, experience and efforts are

essential to the continuing success and development of our business and the enhancement of shareholder value. If the Amendment is not approved, we will still be able to make equity-based awards under the Plan but, as indicated, the Plan will be of limited utility given the relatively low number of shares that remain available for future awards. Based upon the foregoing, the Board believes strongly that approval of the Amendment is in the best interests of the Company and our shareholders.

We are requesting that our shareholders vote in favor of approving the Amendment, which will allow us to continue providing equity compensation awards to employees and other key individuals as a competitive compensation practice and to align the interests of our employees with those of our shareholders.

The Plan currently authorizes the issuance of up to 6,200,000 shares of our common stock. As of March 20, 2026, 260,957 shares remained available for future awards under the Plan (plus any shares subject to awards outstanding under the Plan as of March 20, 2026, that again become available for future awards under the Plan due to the cancellation, forfeiture, or cash-settlement of those outstanding awards).

The increase of 1,700,000 shares for issuance under the Plan would result in potential overhang or dilution of 11.5%, determined as follows (based upon information as of the March 20, 2026):

Our three-year average annual burn rate (calculated as the number of shares granted each fiscal year, including stock options, unrestricted shares, RSUs, and PRSUs delivered to employees and directors, divided by the weighted average common shares outstanding) is approximately 2.4%.

Shareholder approval of the Amendment is required by the rules of the NYSE, on which our shares are listed.

The Amended Plan includes a number of features that are designed to reflect good corporate governance and compensation practices and otherwise take into account our shareholders’ interests, including:

The following summary describes the principal features of the Amended Plan and is qualified in its entirety by reference to the full terms of the Amended Plan document set forth in Exhibit A (with changes made by the Amendment shown in bold and underlined).

The Amended Plan enables us to grant equity- and cash-based awards to our and any of our subsidiaries’ non-employee directors,officers, employees, consultants or advisers and to grant “incentive stock options” (within the meaning of Section 422 of Internal Revenue Code (the “Code”) to our and any of our subsidiaries’ employees. Award recipients are selected in the discretion of the Compensation Committee. We estimate that the total number of eligible persons currently is approximately 5,000, of whom 4,800 are employees (including 6 officers), 5 are non employee directors, and the remaining are consultants or advisors. Approximately 500 current employees hold outstanding equity awards under the Plan.

The types of awards that may be granted under the Amended Plan are described below under the heading “Forms of Awards.”

Subject to certain adjustments, the maximum number of shares of our common stock that may be issued under the Amended Plan is 7,900,000.

The Amended Plan provides the following share-counting rules:

As of March 20, 2026, the closing price of our common stock on the NYSE was $14.05.

In the event of a split-up, spin-off, stock dividend, recapitalization, consolidation of shares or similar capital change involving the outstanding shares of our common stock, the aggregate number and class of shares that may be issued under the Amended Plan

and the number, class and exercise price of shares covered by outstanding awards will be subject to equitable adjustment in order to avoid undue dilution or enlargement of the benefits available under the Amended Plan and any outstanding awards.

Unless otherwise determined by the Board, the Amended Plan will be administered by the Compensation Committee of the Board. Subject to the terms of the Amended Plan, the Compensation Committee, acting in its discretion, may select the persons to whom awards will be made, prescribe the terms and conditions of each award and make amendments thereto, construe, interpret and apply the provisions of the Amended Plan and of any award agreement, and make any determinations and take any other actions as it deems necessary or desirable in order to carry out the terms of the Amended Plan or of any award. The Compensation Committee’s determinations and decisions as to matters relating to the operation and administration of the Amended Plan are final and binding on all persons. To the extent permitted by law, the Compensation Committee may delegate its authorities and responsibilities under the Amended Plan to any person or subcommittee (who may, but need not be, officers or directors of the Company). However, the Compensation Committee may not delegate its authority to take non-ministerial actions with respect to grantees who are subject to Section 16 of the Exchange Act. We will indemnify the members of the Compensation Committee (and others to whom authority is delegated) for claims they may incur in connection with the administration of the Amended Plan, unless attributable to fraud or willful misconduct.

Awards under the Amended Plan may be in the form of stock options, restricted stock, restricted stock units (RSUs), stock appreciation rights (SARs), other share-based awards and cash-based awards. The following is a description of the types of equity and cash-based awards that may be granted under the Amended Plan:

In general, awards made under the Amended Plan may not be transferred or assigned, except (a) for certain gratuitous transfers of non-qualified stock options or SARs to family members, (b) upon death, or (c) as may otherwise be permitted by the administrator of the Amended Plan.

The Amended Plan provides that awards made under the Amended Plan are subject to the company’s incentive compensation clawback policies as in effect from time to time, including the policy of the Company adopted to comply with the clawback requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

In general, the exercise price under a stock option and the tax withholding obligation resulting from the exercise or settlement of an award may be satisfied in cash and/or in such other ways as the Compensation Committee may permit, including, for example, by the participant’s surrender of previously-owned shares, by our withholding of shares that would otherwise be issued in connection with such exercise or settlement, or by means of a sell-to-cover arrangement with a broker.

Non-employee director awards will become fully vested upon a “change in control” (as defined in the Amended Plan). Otherwise, upon a change in control, the parties to the change in control transaction can agree that outstanding Amended Plan awards will be assumed by, or converted into economically equivalent awards for securities of, the acquiring or successor company and continued with substantially the same vesting and other terms and conditions as the original award. The Amended Plan also contains a “double trigger” vesting provision pursuant to which vesting of an assumed or converted award will accelerate if the participant’s employment with the acquiring or successor company is involuntarily terminated (e.g., by the successor without “cause” or by the participant for “good reason,” as defined in the Amended Plan) within two years after the date of the change in control. In that case, if the assumed or converted award was an option or SAR, it will remain outstanding for 180 days following that severance event (or if less, until the scheduled expiration date of the award).

If an outstanding Amended Plan award is not assumed or substituted by the acquiring or successor company, the award will be deemed to be fully vested immediately prior to the change in control and will be cancelled and cashed out based on the per share transaction value. However, no consideration will be payable in that case for an option or SAR if the per share transaction value is not greater than the exercise or base price per share under the award.

If the original award is subject to the satisfaction of performance conditions, then whether or not the award is assumed or converted, such performance conditions shall be deemed to have been satisfied immediately prior to the change in control on the basis of the greater of target and actual performance as of the date of the change in control.

Unless sooner terminated by the Board, the Amended Plan shall expire on March 27, 2034. The Board may amend or terminate the Amended Plan at any time, provided, however, that no such action may adversely affect outstanding awards without the holder’s consent. Amendments to the Amended Plan will be subject to shareholder approval if and to the extent required in order to comply with applicable legal or stock exchange requirements. For example, under current NYSE rules, shareholder approval of an amendment to the Amended Plan would be required if the amendment increases the number of shares available for issuance under the Amended Plan (excepting adjustments to reflect corporate transactions, capitalization changes or similar events), expands the types of awards available or the persons eligible to receive awards under the Amended Plan, or extends the term of the Amended Plan.

The following paragraphs summarize the principal federal income tax consequences generally applicable to U.S. taxpayers who receive awards under the Amended Plan and to us. The following summary does not purport to be a complete discussion of the federal income tax issues relating to an award under the Amended Plan and may not be relied upon as tax advice. Among other items this discussion does not address are tax consequences under the laws of any state, locality or foreign jurisdiction, or any tax treaties or conventions between the United States and foreign jurisdictions. This discussion is based upon current law and interpretations which are subject to change at any time.

Nonstatutory Stock Options. A nonstatutory stock option is an option that does not qualify as an “incentive stock option” under Section 422 of the Code. No taxable income is realized by a participant upon the grant of a nonstatutory stock option. If the option is exercised, the participant will generally realize ordinary income on the exercise date in an amount equal to the excess of the then fair market value of the shares purchased on that date over the exercise price paid for those shares, and we will generally be entitled to a corresponding deduction. The participant’s tax basis for the shares will be equal to the value of the shares on the date the option is exercised, and the participant’s holding period for the shares will begin on that date. Gain or loss on a subsequent sale of the shares will be long- or short-term capital gain or loss, depending on whether the sale occurs more than one year after the participant’s holding period begins.

Incentive Stock Options. No taxable income is realized by a participant upon the grant or exercise of an “incentive stock option” (within the meaning of Section 422 of the Code), although the exercise may have alternative minimum tax consequences to the participant. A participant will realize taxable income (or loss) when shares acquired upon the exercise of an “incentive stock option” are subsequently sold. If the participant sells the shares more than two years after the grant date and more than one year after the exercise date, any gain or loss realized on the sale will be long-term capital gain or loss, and we will not be entitled to a deduction. If the participant sells the shares before the end of either of those two holding periods (a so-called “disqualifying disposition”), any gain realized on the sale will be taxable as ordinary income to the extent that the value of the shares on the date the option is exercised exceeds the option exercise price paid for the shares, and any remaining gain will be capital gain. In the case of a disqualifying disposition, we will be entitled to a deduction equal to any ordinary income realized by the participant upon the sale of the shares.

Restricted Stock Awards. In general, a participant who receives shares of restricted stock will not realize taxable income unless and until the shares become vested, at which time the participant will realize ordinary income equal to the then fair market value of the vested shares and we will be entitled to a corresponding deduction. The participant’s tax basis for the shares will be equal to their fair market value on the vesting date and, upon a subsequent sale of the vested shares, the participant will realize long- or short-term capital gain, depending on whether the sale occurs more than one year after the vesting date (when ordinary income was realized). A participant may make an “early income election” within 30 days of the receipt of restricted shares, in which case the participant will realize ordinary income on the date the restricted shares are received equal to the fair market value of the shares on that date (less any amount paid for the shares), and we would be entitled to a corresponding deduction. If the early election is made, no additional income will be realized by the participant if and when the shares become vested.

Restricted Stock Units. In general, a participant who is granted a RSU award will not realize taxable income unless and until the participant receives shares of our common stock and/or cash in settlement of the RSU award. When a RSU is settled, the

participant will recognize ordinary income equal to the fair market value at that time of the shares and/or amount of cash received, and we will have a corresponding deduction.

Stock Appreciation Rights. No taxable income is realized upon the grant of SARs. In general, a participant will realize ordinary income when SARs are exercised, equal to the excess of the value of the shares covered by the exercise on the exercise date over the SARs exercise price, and we will have a corresponding deduction.

Other Equity- or Cash-Based Awards. Similarly, if a participant receives cash and/or shares pursuant to another form of award under the Amended Plan, he or she will generally realize ordinary income equal to the fair market value at that time of the shares and/or the amount of cash received, and we will be entitled to a corresponding deduction.

Tax Withholding. We have the right to deduct or withhold, or require a participant to remit to us, amounts sufficient to satisfy applicable tax withholding requirements arising in connection with the exercise, vesting, lapse of restrictions or other taxable event pertaining to any awards made under the Amended Plan. The Compensation Committee may, at the time an award is granted or thereafter, require or permit any such withholding requirement to be satisfied, in whole or in part, by delivery or withholding from the award shares having a fair market value on the date of withholding equal to the applicable withholding amount.

Section 162(m) Limitations. In general, Section 162(m) of the Code imposes a limit on our corporate tax deductions for compensation in excess of $1 million per year to any person who was a covered executive in 2017 or later. The Compensation Committee retains full discretion to grant non-deductible awards under the Amended Plan or materially modify outstanding awards if, in its judgment, it is in our best interest to do so.

Section 409A. Acceleration of income recognition, additional taxes, and interest apply to non-qualified deferred compensation that is not compliant with Section 409A of the Code. The terms of the Amended Plan are intended to enable awards that comply with, or are exempt from, Section 409A of the Code, but we make no representation or warranty regarding the tax treatment of awards under the Amended Plan.

Grants of awards under the Amended Plan are made in the discretion of the Compensation Committee. Therefore, it is not possible at this time to determine the benefits that will be received by any person or class of persons under the Amended Plan.

As of March 20, 2026, the following persons or groups have received stock options to purchase the following numbers of shares of common stock under the Plan:

Ms. Shuman (President and Chief Executive Officer) – 35,000; Mr. Prajzner (Executive Vice President and Chief Financial Officer) – 0; Mr. Stamatakis (Executive Chairman) – 625,000; Gennaro D’Alterio (Executive Vice President and Chief Commercial Officer) – 0; Hani Hammad (Executive Vice President and Chief Operating Officer) – 0; all current executive officers as a group – 685,000 ; all current directors who are not executive officers as a group – 0 ; each nominee for election as a director – 0; each associate of any of such directors, executive officers or nominees – 0; each other person who received 5% of the options – 0; and all employees of the Company, including all current officers who are not executive officers, as a group, – 0 . The closing price per share of our common stock as reported on the NYSE on March 20, 2026 was $14.05.

The following table provides information as of December 31, 2025 concerning the shares of our common stock that may be issued under our existing equity compensation plans.

Vote Required and Recommendation of the Board. The Amendment will be approved if a majority of the shares of common stock present or represented by proxy at the 2026 Annual Meeting and entitled to vote on this proposal vote FOR this item. The Board intends to vote all proxies to approve the Amendment, unless you indicate otherwise on your proxy card or pursuant to your voting instructions.

The Board is asking our shareholders to cast an advisory vote on the compensation paid to our named executive officers as set forth in the Summary Compensation Table and other compensation tables and narratives under the “Executive Compensation” section of this Proxy Statement and as described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The Compensation Committee of the Board recommends, approves and governs all the compensation policies and actions for all our named executive officers. The section of this Proxy Statement captioned “Compensation Discussion and Analysis” provides an extensive discussion of our executive compensation programs, the role the Compensation Committee plays in overseeing and developing our compensation programs and philosophy, the reasons for our compensation programs and the compensation provided to our named executive officers. We urge you to read the Compensation Discussion and Analysis and Executive Compensation sections of this Proxy Statement so you may better understand our compensation programs on which you are being asked to vote.

Shareholders are being asked to approve the adoption of the following resolution:

“RESOLVED, that the shareholders of MISTRAS Group, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting of shareholders pursuant to rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, narrative disclosures and any other relevant information.”

While the result of the shareholder vote on executive compensation are non-binding, the Compensation Committee and the Board value the opinion of our shareholders and will consider the outcome of the vote when making future compensation decisions.

Vote Required and Recommendation of the Board. The advisory vote on executive compensation will be approved if a majority of the shares of common stock present or represented by proxy at the 2026 Annual Meeting entitled to vote on this item vote FOR this item. The Board intends to vote all proxies to approve executive compensation unless you indicate otherwise on your proxy card or pursuant to your voting instructions.

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Proxy Statement for the 2026 Annual Meeting. Based on our review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2026 Annual Meeting.

Michelle Lohmeier, Chair

James Forese

Richard Glanton

Our executive compensation programs and policies have been developed to link incentive compensation for executive officers to Company performance and increases in shareholder value with the goal of establishing compensation that is reasonably competitive and fair. For 2025, the Compensation Committee retained the 2024 incentive plan metrics (but with updated targets) to emphasize key performance indicators that the Compensation Committee believes drive increased shareholder value.

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our named executive officers (the “named executive officers”), which include our CEO, our CFO and each of our three other most highly compensated executive officers who served in such capacities for the fiscal year ended December 31, 2025. Our named executive officers for 2025 were:

Overall, the goal of our executive compensation program is to achieve strategic business objectives that are aimed at growing our business profitably and aligning the long-term interests of our executives and shareholders. Our executive compensation objectives are to have compensation programs and policies that (1) align our executive team’s performance with our operational and strategic objectives, (2) attract and retain talent that is needed to be successful and achieve our strategic objectives, and (3) pay for outstanding performance.

Our current compensation program for our executive officers includes our named executive officers. We have two incentive plans, an annual cash incentive or “bonus plan” and an equity incentive plan or “equity plan.” For 2025, the Compensation Committee retained the same plans as 2024, including the same metrics and weighting for both plans – 60% based on Adjusted EBITDA, 25% for revenue and 15% for free cash flow (as described below). The awards for the cash bonus plan pay executive officers currently in cash, while the equity plan awards are subject to vesting requirements and therefore provide incentives for our executive officers to remain with us and enhance the long-term value of the Company for our shareholders. These equity awards help ensure our executive team has an equity stake in the Company and remains aligned with shareholders’ interests.

We review our compensation programs every year to ensure the programs continue to be effective and are aligned with the objectives described above.

The Compensation Committee is responsible for the executive compensation program design and decision-making process, and will consider input, in some cases from executive officers, in making its decisions. The Compensation Committee has annually reviewed the performance of the Executive Chairman and the CEO and, together with the other independent directors, establishes their compensation. For 2025, the President and CEO and the Executive Chairman provided the Compensation Committee with their assessment of the other members of senior management and recommendations for their compensation, and the Executive Chairman provided his assessment of the CEO in advance of the Compensation Committee’s final decision. For 2025, the

Compensation Committee consisted of directors who meet the independence requirements of the NYSE (Michelle Lohmeier, the Committee Chair, James Forese and Richard Glanton).

The Compensation Committee has an active role in overseeing the design and implementation of the two incentive programs. The Compensation Committee worked with senior management and its consultant to review the peer group for purposes of benchmarking compensation and to develop the plans. The Compensation Committee, from time to time, utilizes the services of its independent compensation consultant, Pay Governance LLC, to review the compensation programs, assist in the development of the incentive plans, review the peer group, and assess and recommend the number of additional shares that are needed for the Company’s Amended and Restated 2016 Long-Term Incentive Plan (the “Plan”). The Compensation Committee consulted with Pay Governance for advice and benchmarking for the compensation packages for Natalia Shuman as President and CEO and Manny Stamatakis as Executive Chairman.

The principal components of our current executive compensation program are base salary, the bonus plan and equity plan awards. Although each element of compensation, as described below, is considered separately, the Compensation Committee considers the aggregate compensation package for each executive officer in its determination of each individual component of that package. We also provide some benefits, such as car allowances or company vehicles, 401K matching, group term life insurance, but these are not a significant portion of our compensation program.

Base salary is a fixed compensation amount paid during the fiscal year. Each named executive officer’s base salary is reviewed annually by the Compensation Committee. The Compensation Committee takes into account benchmarking information regarding our executive officers’ base salary against an industry peer group and broader database when determining adjustments to executive officers’ salaries.

The bonus plan and equity plan for our executive officers are 100% performance-based and are tied to our results as described below. The objective of these plans is to link compensation to our performance. The Compensation Committee believes that our named executive officers should have a meaningful portion of their total compensation opportunity incentive based and linked to increasing shareholder value through the Company’s business strategy of focusing upon growth opportunities and continued improvements in profitability. Reflecting this philosophy, at target levels of awards for the bonus plan and the equity plan for 2025, over 60% of total compensation for all our named executive officers is performance-based.

Under the cash bonus plan, executive officers can earn a percentage of their base salary predicated on our performance against specific metrics. The equity plan provides executive officers with the opportunity to earn RSUs based on our performance against specific metrics. The metrics are given different weightings and each metric has a minimum performance threshold, below which no cash bonus or RSUs can be earned for that metric.

Each executive officer has a target award potential he or she can earn under each program expressed as a percentage of the executive officer’s base salary. If the performance for a specific metric is at the target level, the executive will receive 100% of his or her target award related to that metric. Each executive officer can earn between 0% and 200% of his or her target award, based upon performance against specific metrics.

The following are the 2025 target awards for our named executive officers under each program:

For NEOs that were employed by the Company in 2024, the only changes were the following:

For 2025, the Compensation Committee decided to use the same performance metrics and targets for both the bonus plan and the equity plan. The performance metrics were as follows:

The targets for these metrics were in all cases greater than 2024 actuals and based upon the Company’s 2025 internal plan and budget established early in the year. The Compensation Committee selected these metrics because the Compensation Committee believed these metrics would incentivize the executive team to focus on key drivers of performance to improve shareholder value.

A minimum of 97.5% of the target performance level for revenue was required to be achieved for an executive officer to receive any award for that metric. At 97.5% of the target performance level, the executive officer would receive 70% of his or her target award related to revenue. If performance is between 97.5% and 100% of the target performance level for revenue, the executive officer would receive a percentage of his or her target award for revenue based upon a straight-line interpolation between 70% and 100%, with each 0.5% increase in performance against target above the 97.5% performance level equating to a 6% increase in percentage of the earned award. If the performance for revenue exceeded 100% of the target performance level, the executive officer would receive more than 100% of his or her target award related to that metric, to a maximum of 200% of his or her target award if the performance for revenue equals or exceeds 112.5% of the target performance level. If performance was between 100% and 112.5% of target performance level for revenue, the executive officer would receive a percentage of his or her target award for that metric based upon a straight-line interpolation between 100% and 200%, with each 1% increase in performance against target above the 100% level equating to an 8% increase in percentage of the earned award.

As for Adjusted EBITDA and free cash flow, the minimum performance for an executive officer to earn any award for those metrics was 90% of target. At the minimum threshold of 90% of target, the executive would earn 50% of his or her target award. If performance is between 90% and 100% of the target performance level for Adjusted EBITDA or free cash flow, the executive officer would receive a percentage of his or her target award for that metric based upon a straight-line interpolation between 50% and 100%, with each 1% increase in performance against target above the 90% performance level equating to a 5% increase in percentage of the earned award. If the performance for Adjusted EBITDA or free cash flow exceeded 100% of the target performance level, the executive officer would receive more than 100% of his or her target award related to the metric, to a maximum of 200% of his or her target award if the performance level for the metric equals or exceeds 120% of the target performance level. If performance was between 100% and 120% of target performance level for Adjusted EBITDA or free cash flow, the executive officer would receive a percentage of his or her target award for the metric based upon a straight-line interpolation between 100% and 200%, with each 1% increase in performance against target above the 100% level equating to an 5% increase in percentage of the earned award.

The equity plan target awards for each executive officer related to the performance metrics were established in performance RSUs, based upon a stock price of $10.08 per share, the average stock price in March over the three trading days after we released earnings for the year ended 2024. At the end of the year, an executive earns RSUs based upon our performance against the metrics which is then applied to the executive officer’s target award of RSUs. For example, if an executive officer has a target award of 10,000 RSUs for the three performance-based metrics, and the Company performance results in the executive officer achieving 80% of the target award, that executive officer would be awarded 8,000 RSUs for the equity plan. The RSUs an executive officer earns will vest 25% per year on December 31 of each of the years following the year for which the RSUs were earned. If an executive officer retires at the age of 65 or older, the executive officer will continue to hold the RSUs post-retirement and the RSUs will continue to vest if the executive officer complies with non-compete and non-solicitation restrictions. If the executive officer violates these restrictions, the RSUs will be forfeited, and he or she will be required to repay the Company all value realized from post-retirement vesting of any RSUs.