What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-11 · 182 added, 183 removed, 598 unchanged (38% of the section changed)

4 unchanged sentences

( in thousands, except share and per share data )

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ASSETS (unaudited)

28 unchanged sentences

Additional paid-in capital 255,297 250,832

Accumulated deficit ( 10,153 ) ( 9,984 )

Accumulated earnings (deficit) 2,955 ( 9,984 )

Accumulated other comprehensive loss ( 31,328 ) ( 42,682 )

7 unchanged sentences

and Subsidiaries

Unaudited Condensed Consolidated Statements of Income (Loss)

Unaudited Condensed Consolidated Statements of Income

( in thousands, except per share data )

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Income from operations 20,381 11,858 27,797 29,368

Other income — ( 1,479 ) — ( 1,479 )

Interest expense 3,381 4,303 10,944 13,145

Income (loss) before provision (benefit) for income taxes 4,189 7,546 ( 147 ) 8,669

Provision (benefit) for income taxes 1,063 1,173 ( 105 ) 1,292

Net income (loss) 3,126 6,373 ( 42 ) 7,377

Income before provision for income taxes 17,000 9,034 16,853 17,702

Provision for income taxes 3,797 2,618 3,692 3,909

Net income 13,203 6,416 13,161 13,793

net income attributable to noncontrolling interests, net of taxes 95 15 222 28

Net income (loss) attributable to Mistras Group, Inc.

Net income attributable to Mistras Group, Inc.

$ 13,108 $ 6,401 $ 12,939 $ 13,765

Net income (loss) per common share

Net income per common share:

Basic $ 0.42 $ 0.21 $ 0.41 $ 0.45

6 unchanged sentences

and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Unaudited Condensed Consolidated Statements of Comprehensive Income

(in thousands )

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Net income (loss) $ 3,126 $ 6,373 $ ( 42 ) $ 7,377

Net income $ 13,203 $ 6,416 $ 13,161 $ 13,793

Other comprehensive income:

13 unchanged sentences

paid-in capital Accumulated

deficit Accumulated

earnings (deficit) Accumulated

comprehensive loss Total

2 unchanged sentences

Shares Amount Total equity

Balance at March 31, 2025 31,326 $ 406 $ 251,629 $ ( 13,170 ) $ ( 40,200 ) $ 198,665 $ 336 $ 199,001

Balance at June 30, 2025 31,538 $ 465 $ 253,879 $ ( 10,153 ) $ ( 28,343 ) $ 215,848 $ 327 $ 216,175

Net income — — — 13,108 — 13,108 95 13,203

Other comprehensive income (loss), net of tax — — — — 11,857 11,857 ( 118 ) 11,739

Other comprehensive loss, net of tax — — — — ( 2,985 ) ( 2,985 ) — ( 2,985 )

Share-based payments — — 1,465 — — 1,465 — 1,465

Net settlement of restricted stock units 10 15 ( 47 ) — — ( 32 ) — ( 32 )

Balance at September 30, 2025 31,548 $ 480 $ 255,297 $ 2,955 $ ( 31,328 ) $ 227,404 $ 422 $ 227,826

Balance at June 30, 2024 30,977 $ 385 $ 248,524 $ ( 21,578 ) $ ( 34,181 ) $ 193,150 $ 324 $ 193,474

Balance at March 31, 2024 30,911 $ 328 $ 247,329 $ ( 27,947 ) $ ( 32,565 ) $ 187,145 $ 320 $ 187,465

Net income — — — 6,401 — 6,401 15 6,416

Other comprehensive loss, net of tax — — — — ( 1,616 ) ( 1,616 ) — ( 1,616 )

Other comprehensive income (loss), net of tax — — — — 4,161 4,161 — 4,161

Share-based payments — — 1,492 — — 1,492 — 1,492

Net settlement of restricted stock units 30 — — — — — — —

Balance at June 30, 2024 30,977 $ 385 $ 248,524 $ ( 21,578 ) $ ( 34,181 ) $ 193,150 $ 324 $ 193,474

Six months ended

Balance at September 30, 2024 31,007 $ 385 $ 250,016 $ ( 15,177 ) $ ( 30,020 ) $ 205,204 $ 339 $ 205,543

Nine months ended

Common stock Additional

paid-in capital Accumulated

deficit Accumulated

earnings (deficit) Accumulated

comprehensive loss Total

3 unchanged sentences

Balance at December 31, 2024 31,010 $ 402 $ 250,832 $ ( 9,984 ) $ ( 42,682 ) $ 198,568 $ 327 $ 198,895

Net loss — — — ( 169 ) — ( 169 ) 127 ( 42 )

Net income — — — 12,939 — 12,939 222 13,161

Other comprehensive income (loss), net of tax — — — — 11,354 11,354 ( 127 ) 11,227

1 unchanged sentence

Net settlement of restricted stock units 538 78 ( 1,602 ) — — ( 1,524 ) — ( 1,524 )

Balance at June 30, 2025 31,538 $ 465 $ 253,879 $ ( 10,153 ) $ ( 28,343 ) $ 215,848 $ 327 $ 216,175

Balance at September 30, 2025 31,548 $ 480 $ 255,297 $ 2,955 $ ( 31,328 ) $ 227,404 $ 422 $ 227,826

Balance at December 31, 2023 30,598 $ 305 $ 247,165 $ ( 28,942 ) $ ( 28,336 ) $ 190,192 $ 311 $ 190,503

Net income — — — 13,765 — 13,765 28 13,793

Other comprehensive loss, net of tax — — — — ( 5,845 ) ( 5,845 ) — ( 5,845 )

Other comprehensive income (loss), net of tax — — — — ( 1,684 ) ( 1,684 ) — ( 1,684 )

Share-based payments — — 4,256 — — 4,256 — 4,256

Net settlement of restricted stock units 409 80 ( 1,405 ) — — ( 1,325 ) — ( 1,325 )

Balance at June 30, 2024 30,977 $ 385 $ 248,524 $ ( 21,578 ) $ ( 34,181 ) $ 193,150 $ 324 $ 193,474

Balance at September 30, 2024 31,007 $ 385 $ 250,016 $ ( 15,177 ) $ ( 30,020 ) $ 205,204 $ 339 $ 205,543

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

(In Thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities

Net (loss) income $ ( 42 ) $ 7,377

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Net income $ 13,161 $ 13,793

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization 23,161 24,726

11 unchanged sentences

Income taxes payable ( 1,385 ) ( 135 )

Net cash (used in) provided by operating activities ( 3,619 ) 5,115

Net cash provided by operating activities 843 24,471

Cash flows from investing activities

9 unchanged sentences

Taxes paid related to net share settlement of share-based awards ( 1,524 ) ( 1,326 )

Net cash provided by financing activities 14,910 5,261

Net cash provided by (used in) financing activities 26,216 ( 6,247 )

Effect of exchange rate changes on cash and cash equivalents 1,393 1,642

14 unchanged sentences

Description of Business

Mistras Group, Inc., together with its subsidiaries (the "Company"), is a leading "one source" multinational provider of integrated technology-enabled asset protection solutions helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.

Backed by an innovative, data-driven asset protection portfolio, proprietary technologies and decades-long legacy of industry leadership, the Company helps customers with asset-intensive infrastructure in the oil and gas, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence.

By supporting these organizations that help fuel our vehicles and power our society;

inspecting components that are trusted for commercial, defense, and space craft;

building real-time monitoring equipment to enable safe travel across bridges;

and helping to propel sustainability, the Company helps the world at large.

Mistras Group, Inc., together with its subsidiaries (the "Company"), is a global leader in technology-enabled industrial asset integrity solutions, serving critical industries including oil & gas, aerospace & defense, power & utilities, manufacturing, and civil infrastructure.

The Company provides a diversified portfolio of products and services, ranging from advanced non-destructive testing ("NDT") and pipeline inspections to real-time condition monitoring, maintenance planning, and specialized engineering, powered by a proprietary management software suite that centralizes integrity data for predictive analytics and benchmark analysis.

With a long-standing track record of innovation and deep industry expertise, the Company helps clients reduce risk, extend asset life, and optimize operational performance.

The Company enhances value for its clients by integrating asset protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers.

The Company’s core capabilities also include non-destructive testing ("NDT") field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, shop laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

The Company’s core capabilities also include NDT field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, shop laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

The Company has three operating segments.

8 unchanged sentences

Recent Developments

We may continue to experience increased costs associated with tariffs or trade barriers, including recent U.S.

We continue to monitor the impact tariffs or trade barriers may have on our business, including recent U.S.

tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries.

We will continue to monitor market conditions and respond accordingly.

The tariffs have not had a material effect on our business or results of operations to date in 2025, but could result in additional costs to us and could impact the import of materials by our customers which are inspected by us.

In the third quarter of 2025, the price of crude oil continued to decline due to multiple macroeconomic and geopolitical forces.

The decline in crude oil prices has had an adverse impact on field related services that the Company provides to the oil and gas sector, which could continue if prices remain low.

Basis of Presentation

13 unchanged sentences

as well as its wholly-owned subsidiaries, majority-owned subsidiaries and consolidated variable interest entities (VIE).

For consolidated subsidiaries in which the Company’s ownership interest is less than 100%, the non-controlling interests are reported in stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets.

The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income (Loss).

The non-controlling interests in net results, net of tax, is classified separately in the accompanying Unaudited Condensed Consolidated Statements of Income.

All significant intercompany accounts and transactions have been eliminated in consolidation.

4 unchanged sentences

Change in Classification of Certain Expenses from Selling, General and Administrative Expenses to Cost of Revenue

Beginning on January 1, 2025, the Company changed the presentation of certain costs on its Unaudited Condensed Consolidated Statements of Income (Loss), which include costs incurred at the Company's operational labs as well as the costs for certain personnel that indirectly support the Company’s delivery of services.

Beginning on January 1, 2025, the Company changed the presentation of certain costs on its Unaudited Condensed Consolidated Statements of Income, which include costs incurred at the Company's operational labs as well as the costs for certain personnel that indirectly support the Company’s delivery of services.

This voluntary change in classification of certain overhead and personnel costs, which were determined to be directly related to the Company’s delivery of services, resulted in a decrease in selling, general and administrative expenses and an offsetting increase in cost of revenue.

2 unchanged sentences

cost of revenue;

and Gross profit on the Company's Unaudited Condensed Consolidated Statements of Income (Loss).

This change in presentation had no impact to Revenue, Income (loss) from operations, Income (loss) before provision (benefit) for income taxes, Provision (benefit) for income taxes, Net income (loss), Earnings (loss) per common share, or other components of equity, net assets or cash flows.

In addition, Selling, general and administrative expenses and Other Expenses information disclosed in Note 14 Segment Disclosure was updated for this change.

The impacts of the update to the presentation of certain indirect costs on the Company’s Condensed Consolidated Financial Statements for the three and six month periods ended June 30, 2024 are reflected below under the "Effect of change" columns .

Three Months Ended June 30, 2024

and gross profit on the Company's Unaudited Condensed Consolidated Statements of Income.

This change in presentation had no impact to revenue, income from operations, income before provision for income taxes, provision for income taxes, net income, earnings per common share, or other components of equity, net assets or cash flows.

In addition, selling, general and administrative expenses and other expenses information disclosed in Note 14 Segment Disclosure were adjusted for this change.

The impacts of the update to the presentation of certain indirect costs on the Company’s Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024 are reflected below under the "Effect of change" columns .

Three Months Ended September 30, 2024

As Previously Reported Effect of change As Adjusted

2 unchanged sentences

Selling, general and administrative expenses 38,872 ( 5,672 ) 33,200

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

As Previously Reported Effect of change As Adjusted

16 unchanged sentences

A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years.

As of June 30, 2025, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized.

As of September 30, 2025, management concluded that it is more likely than not that a substantial portion of the Company's deferred tax assets will be realized.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

The Company’s effective income tax rate was approximately 25.4 % and 15.5 % for the three months ended June 30, 2025 and 2024, respectively.

The Company’s effective income tax rate was approximately 71.4 % and 14.9 % for the six months ended June 30, 2025 and 2024, respectively.

The effective income tax rate for the three months ended June 30, 2025, was higher than the statutory rate primarily due to the impact of a favorable discrete item related to stock compensation.

The effective income tax rate for the three months ended June 30, 2024, was lower than the statutory rate primarily due to the impact of a favorable discrete item related to stock compensation.

The effective income tax rate for the six months ended June 30, 2025, was higher than the statutory rate primarily due to the impact of a favorable discrete item related to stock compensation.

The effective income tax rate for the six months ended June 30, 2024, was lower than the statutory rate primarily due to the reversal of valuation allowances.

The Company’s effective income tax rate was approximately 22.3 % and 29.0 % for the three months ended September 30, 2025 and 2024, respectively.

The Company’s effective income tax rate was approximately 21.9 % and 22.1 % for the nine months ended September 30, 2025 and 2024, respectively.

The effective income tax rate for the three months ended September 30, 2025, was higher than the statutory rate primarily due to the impact of foreign currency losses.

The effective income tax rate for the three months ended September 30, 2024, was higher than the statutory rate primarily due to the impact of an unfavorable discrete item related to stock compensation.

The effective income tax rate for the nine months ended September 30, 2025, was higher than the statutory rate primarily due to the impact of foreign currency losses.

The effective income tax rate for the nine months ended September 30, 2024, was higher than the statutory rate primarily due to the reversal of valuation allowances.

On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), was enacted, which includes a broad range of tax reform provisions.

We are currently evaluating the impact of the OBBBA.

These tax reform provisions include the extension and modification of certain provisions of the Tax Cuts and Jobs Act and is effective for calendar year 2025.

The changes include, but are not limited to, immediate expensing of domestic research and development expenditure, the restoration of 100% bonus depreciation, and an EBITDA-based interest expense limitation.

These provisions did not have a material impact on the Company’s financial statements for the three or nine months ended September 30, 2025.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280) to expand the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted the provisions of this ASU in the fourth quarter of 2024 and applied the provisions retrospectively to each period presented in the consolidated financial statements.

Adoption of the new standard did not have a material impact on our condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid disclosures.

The new standard is effective for fiscal years beginning after December 15, 2024.

We are currently evaluating the impacts this standard will have on our disclosures.

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(tabular dollars and shares in thousands, except per share data)

The Company does not expect ASU 2023-09 to have a significant impact on its annual consolidated financial statements and related disclosures.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220):

3 unchanged sentences

We are currently evaluating the impacts this standard will have on our disclosures.

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(tabular dollars and shares in thousands, except per share data)

On March 6, 2024, the SEC adopted the final rule under SEC Release No.

5 unchanged sentences

and information about climate-related targets and goals.

The rules are effective on a rolling basis for various fiscal years, beginning for the Company with annual reports for the year ending December 31, 2025.

However, in response to various legal challenges, the SEC voluntarily stayed the rules on April 4, 2024, which may impact the ultimate effective date of the rules.

We will continue to monitor any developments on these rules and expected timing for compliance.

The Company derives the majority of its revenue by providing services on a time and material basis, and are short-term in nature.

The rules were scheduled to become effective for the Company beginning with the year ended December 31, 2025.

However, in response to various legal challenges, the SEC voluntarily stayed the rules on April 4, 2024, and ended its defense of the rules in response to the pending legal challenges.

The company continues to monitor any developments regarding these rules and the expected timing for compliance.

The Company derives the majority of its revenue by providing services on a time and materials basis, which are short-term in nature.

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers .

10 unchanged sentences

Revenue is recognized over time, based on time and material incurred to date which best portrays the transfer of control to the customer.

The Company also utilizes an available practical expedient that provides for revenue to be recognized in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.

Fixed fee arrangements are determined based on expected labor, material, and overhead to be consumed on fulfillment of such services.

For these arrangements, revenue is recognized on a cost-to-cost method tracked on an input basis.

The majority of our revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer.

The majority of the Company's revenue recognized at a point in time is related to product sales when the customer obtains control of the asset, which is generally upon shipment to the customer.

Contract costs include labor, material and overhead.

17 unchanged sentences

Revenue by industry was as follows:

Three Months Ended June 30, 2025 North America International Products & Systems Corp/Elim Total

Three Months Ended September 30, 2025 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 97,484 $ 8,125 $ 60 $ — $ 105,669

7 unchanged sentences

Total $ 160,609 $ 35,521 $ 4,036 $ ( 4,617 ) $ 195,549

Three Months Ended June 30, 2024 North America International Products & Systems Corp/Elim Total

Three Months Ended September 30, 2024 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 90,460 $ 9,040 $ 3 $ — $ 99,503

11 unchanged sentences

(tabular dollars and shares in thousands, except per share data)

Six Months Ended June 30, 2025 North America International Products & Systems Corp/Elim Total

Nine Months Ended September 30, 2025 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 275,849 $ 28,714 $ 486 $ — $ 305,049

7 unchanged sentences

Total $ 437,503 $ 107,812 $ 9,867 $ ( 12,613 ) $ 542,569

Six Months Ended June 30, 2024 North America International Products & Systems Corp/Elim Total

Nine Months Ended September 30, 2024 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 289,843 $ 31,841 $ 240 $ — $ 321,924

8 unchanged sentences

Revenue per key geographic location was as follows:

Three Months Ended June 30, 2025 North America International Products & Systems Corp/Elim Total

Three Months Ended September 30, 2025 North America International Products & Systems Corp/Elim Total

United States $ 134,481 $ 549 $ 1,294 $ ( 1,352 ) $ 134,972

3 unchanged sentences

Total $ 160,609 $ 35,521 $ 4,036 $ ( 4,617 ) $ 195,549

Three Months Ended June 30, 2024 North America International Products & Systems Corp/Elim Total

Three Months Ended September 30, 2024 North America International Products & Systems Corp/Elim Total

United States $ 124,194 $ 402 $ 1,658 $ ( 1,457 ) $ 124,797

3 unchanged sentences

Total $ 149,845 $ 33,662 $ 3,276 $ ( 4,089 ) $ 182,694

Six Months Ended June 30, 2025 North America International Products & Systems Corp/Elim Total

Nine Months Ended September 30, 2025 North America International Products & Systems Corp/Elim Total

United States $ 377,825 $ 4,797 $ 3,935 $ ( 2,831 ) $ 383,726

7 unchanged sentences

(tabular dollars and shares in thousands, except per share data)

Six Months Ended June 30, 2024 North America International Products & Systems Corp/Elim Total

Nine Months Ended September 30, 2024 North America International Products & Systems Corp/Elim Total

United States $ 384,522 $ 1,129 $ 4,800 $ ( 3,181 ) $ 387,270

4 unchanged sentences

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets.

Amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, generally at periodic intervals (e.g., weekly, bi-weekly or monthly).

1 unchanged sentence

However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities.

These assets and liabilities are aggregated on an individual contract basis and reported on the Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities.

Revenue recognized during the six months ended June 30, 2025 and 2024 that was included in the contract liability balance at the beginning of the year was $ 5.3 million and $ 4.8 million, respectively.

These assets and liabilities are aggregated on an individual contract basis and reported on the Unaudited Condensed Consolidated Balance Sheets at the end of each reporting period within accounts receivable, net or accrued expenses and other current liabilities.

Revenue recognized during the nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of the year was $ 6.8 million and $ 6.2 million, respectively.

Changes in the contract asset and liability balances during these periods were not materially impacted by any other factors.

3 unchanged sentences

Awards granted under the 2016 Plan may be in the form of stock options, restricted stock units and other forms of share-based incentives, including performance-based restricted stock units, stock appreciation rights and deferred stock rights.

At the annual shareholders meeting on May 14, 2024, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.3 million, for a total of 6.2 million shares that are authorized for issuance under the 2016 Plan, of which approximately 823,000 shares were available for future grants as of June 30, 2025.

At the annual shareholders meeting on May 14, 2024, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.3 million, for a total of 6.2 million shares that are authorized for issuance under the 2016 Plan, of which approximately 884,000 shares were available for future grants as of September 30, 2025.

Stock Options

On December 31, 2024, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors approved the grant to Mr.

Stamatakis, of a stock option for the purchase of 375,000 shares of the Company's common stock at an exercise price per share equal to the closing price of the common stock, as reported on the New York Stock Exchange (the "NYSE"), on the grant date of January 6, 2025 (the "Grant Date").

This stock option will vest and become exercisable on the first anniversary of the Grant Date, subject to accelerated vesting and exercisability upon termination of Mr.

Stamatakis's employment due to his death or disability.

In addition, if Mr.

Stamatakis' employment ceases due to his termination by the Company without cause or his resignation with good reason, then pursuant to his employment agreement with the Company, the vesting and exercisability of this stock option will accelerate.

The outside expiration date of this stock option is the tenth anniversary of the Grant Date.

Stamatakis, of a stock option for the purchase of 375,000 shares of the Company's common stock at an exercise price of $ 9.06 , the closing price of the Company's common stock on the New York Stock Exchange (the "NYSE") on the grant date of January 6, 2025.

These stock options can be exercised any time on or after January 6, 2026, and expire ten years after the grant date of January 6, 2025, subject to certain exceptions as to the vesting and expiration in case of termination of employment, death or disability.

On September 8, 2025, Natalia Shuman, President and Chief Executive Officer of the Company, was awarded options to purchase 35,000 shares of the Company’s common stock, pursuant to the approval of the Compensation Committee.

The options have an exercise price of $ 9.71 , the closing price of the Company's common stock on the NYSE on the grant date of September 8, 2025.

The options can be exercised any time on or after September 8, 2026, and expire ten years after the grant date of September 8, 2025, in each case subject to certain exceptions as to the vesting and expiration in case of termination of employment, death or disability.

Mistras Group, Inc.

2 unchanged sentences

(tabular dollars and shares in thousands, except per share data)

The following table sets forth a summary of stock option activity, weighted-average exercise prices and options outstanding as of June 30, 2025 (in thousands, except per share amounts and years):

Six Months Ended June 30,

The following table sets forth a summary of stock option activity, weighted-average exercise prices and options outstanding as of September 30, 2025 (in thousands, except per share amounts and years):

Nine Months Ended September 30,

Options Weighted

7 unchanged sentences

685 $ 7.76 250 $ 5.36

The Company recognized $ 1.0 million of share-based compensation expense within Reorganization and other costs during the six months ended June 30, 2025 related to the stock options that were granted in the first quarter of 2025.

$ 1.0 million of share-based compensation expense related to stock options remains unrecognized as of the end of the current period, which is all expected to be recognized during 2025.

The Company recognized $ 0.5 million of share-based compensation expense within Reorganization and other costs on the Company's Unaudited Condensed Consolidated Statements of Income during the three months ended September 30, 2025 related to the stock options that were granted in the first quarter of 2025.

The Company recognized $ 1.5 million of share-based compensation expense within Reorganization and other costs on the Company's Unaudited Condensed Consolidated Statements of Income during the nine months ended September 30, 2025 related to the stock options that were granted in the first quarter of 2025.

$ 0.5 million of share-based compensation expense related to stock options that were granted in the first quarter of 2025 remains unrecognized as of the end of the current period, which is all expected to be recognized during 2025.

Stock Issuances to Non-Employee Directors

3 unchanged sentences

A summary of the fully-vested common stock the Company issued to its non-employee directors, in connection with its non-employee director compensation, is as follows (in thousands):

Six months ended June 30,

Nine months ended September 30,

Awards issued 72 60

1 unchanged sentence

Restricted Stock Unit Awards

For the three months ended June 30, 2025 and June 30, 2024, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to restricted stock unit awards of $ 0.9 million and $ 1.3 million, respectively.

For the six months ended June 30, 2025 and June 30, 2024, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to restricted stock unit awards of $ 2.1 million and $ 2.3 million, respectively.

For the three months ended June 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs related to restricted stock unit awards of $ 0.5 million.

As of June 30, 2025, there was $ 7.1 million of unrecognized compensation costs related to restricted stock unit awards, which is expected to be recognized over a remaining weighted-average period of 2.6 years.

Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock.

A summary of the vesting activity of restricted stock unit awards, with the respective fair value of the awards, is as follows:

Six months ended June 30,

Restricted stock awards vested 589 461

Fair value of awards vested $ 5,596 $ 4,184

On September 8, 2025, Natalia Shuman was awarded 25,000 restricted stock units (“RSUs”) pursuant to the approval of the Compensation Committee.

The RSUs vest in three equal annual installments on the first three anniversary dates of the grant date of September 8, 2025.

Upon vesting, each RSU is converted into one share of the Company's common stock.

The terms of the award are consistent with the standard terms of RSU awards for senior officers of the Company.

For the three months ended September 30, 2025 and September 30, 2024, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to RSU awards of $ 0.7 million and $ 1.6 million, respectively.

For the nine months ended September 30, 2025 and September 30, 2024, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to RSU awards of $ 2.8 million and $ 3.9 million, respectively.

For the nine months ended September 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs related to RSU awards of $ 0.5 million.

As of September 30, 2025, there was $ 6.2 million of unrecognized compensation costs related to RSU awards, which is expected to be recognized over a remaining weighted-average period of 2.4 years.

Upon vesting, RSUs are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock.

Mistras Group, Inc.

2 unchanged sentences

(tabular dollars and shares in thousands, except per share data)

A summary of the Company's outstanding, non-vested restricted share units is as follows:

Six months ended June 30,

A summary of the vesting activity of RSU awards, with the respective fair value of the awards, is as follows:

Nine months ended September 30,

Restricted stock awards vested 592 461

Fair value of awards vested $ 5,628 $ 4,184

A summary of the Company's outstanding, non-vested RSUs is as follows:

Nine months ended September 30,

Units Weighted

9 unchanged sentences

The Company maintains Performance Restricted Stock Units ("PRSUs") that have been granted to select executives and senior officers, the ultimate payout of which may vary between zero and 200 % of the target award, based on the Company’s performance over a one-year period based on specific metrics approved by the Compensation Committee of the Board of Directors of the Company.

For 2024, the Compensation Committee used the following three performance metrics for PRSUs awarded in that year.

For 2025, the Compensation Committee is using the following three performance metrics for PRSU awards.

Free Cash Flow defined as net cash provided by operating activities less purchases of property, plant, equipment and intangible assets and is subject to adjustments approved by the Compensation Committee.

1 unchanged sentence

interest expense, provision for income taxes, depreciation and amortization, share-based compensation expense and certain acquisition related costs (including transaction due diligence costs and adjustments to the fair value of contingent consideration), foreign exchange (gain) loss and, if applicable, certain special items which are noted.

For PRSUs awarded in 2025, the Compensation Committee utilized the same metrics as 2024 PRSUs, but with revised performance goals.

For PRSUs awarded in 2024, the Compensation Committee utilized the same metrics as 2025 PRSUs, but with different performance goals.

PRSUs are equity-classified and compensation costs related to PRSUs with performance conditions are initially measured using the fair value of the underlying stock at the date of grant.

7 unchanged sentences

A summary of the Company's PRSU activity is as follows:

Six months ended June 30,

Nine months ended September 30,

Units Weighted

8 unchanged sentences

404 $ 9.91 168 $ 9.18

For the three months ended June 30, 2025 and June 30, 2024, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $ 0.4 million and $ 0.3 million, respectively.

For the six months ended June 30, 2025 and June 30, 2024, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $ 0.6 million and $ 0.3 million, respectively.

At June 30, 2025, there was $ 3.9 million of total unrecognized compensation costs related to approximately 493,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.9 years.

Earnings (loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method.

Performance condition adjustments during the nine months ended September 30, 2025 decreased the PRSUs outstanding at the end of the period by approximately 203,000 units based on forecasted results for 2025 as compared to performance metrics determined by the Compensation Committee.

For the three months ended September 30, 2025 and September 30, 2024, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $ 0.3 million and $ 0.0 million, respectively.

For the nine months ended September 30, 2025 and September 30, 2024, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $ 0.9 million and $ 0.3 million, respectively.

At September 30, 2025, there was $ 2.9 million of total unrecognized compensation costs related to approximately 404,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.6 years.

Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period.

Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method.

With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflect:

4 unchanged sentences

(tabular dollars and shares in thousands, except per share data)

The following table sets forth the computations of basic and diluted earnings (loss) per share:

Three months ended June 30, Six months ended June 30,

The following table sets forth the computations of basic and diluted earnings per share:

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Basic earnings (loss) per share

Net income (loss) attributable to Mistras Group, Inc.

Basic earnings per share

Net income attributable to Mistras Group, Inc.

$ 13,108 $ 6,401 $ 12,939 $ 13,765

Weighted average common shares outstanding 31,543 31,002 31,361 30,895

Basic earnings (loss) per share $ 0.10 $ 0.21 $ — $ 0.24

Diluted earnings (loss) per share:

Net income (loss) attributable to Mistras Group, Inc.

Basic earnings per share $ 0.42 $ 0.21 $ 0.41 $ 0.45

Diluted earnings per share:

Net income attributable to Mistras Group, Inc.

$ 13,108 $ 6,401 $ 12,939 $ 13,765

1 unchanged sentence

Dilutive effect of stock options outstanding (1)

99 120 102 103

Dilutive effect of restricted stock units outstanding (1)

1 unchanged sentence

31,880 31,660 31,920 31,513

Diluted earnings (loss) per share $ 0.10 $ 0.20 $ — $ 0.23

Diluted earnings per share $ 0.41 $ 0.20 $ 0.41 $ 0.44

_______________

(1) For the three months ended June 30, 2025, 375,000 shares, related to stock options and 877,000 shares, related to restricted stock units were anti-dilutive and therefore were excluded from the calculation of diluted earnings (loss) per share.

For the six months ended June 30, 2025, 106,000 shares, related to stock options and 867,000 shares, related to restricted stock units were excluded from the calculation of diluted earnings (loss) per share due to the net loss for the period.

(1) For the three months ended September 30, 2025, 388,000 shares, related to stock options and 165,000 shares, related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share.

For the nine months ended September 30, 2025, 379,000 shares, related to stock options and 227,000 shares, related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share.

Accounts Receivable, net

Accounts receivable consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Trade accounts receivable $ 162,727 $ 129,894

September 30, 2025 December 31, 2024

Trade accounts receivable - billed $ 140,186 $ 108,563

Trade accounts receivable - unbilled 37,839 21,331

Allowance for credit losses ( 3,238 ) ( 2,613 )

Accounts receivable, net $ 174,787 $ 127,281

The Company had $ 41.0 million and $ 21.3 million of unbilled revenue accrued as of June 30, 2025 and December 31, 2024, respectively.

These amounts are included in the trade accounts receivable balances above.

Unbilled revenue is generally billed in the subsequent quarter to their revenue recognition.

The Company considers unbilled receivables as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.

Trade accounts receivables - unbilled are generally billed in the subsequent quarter to their revenue recognition.

The Company considers Trade accounts receivables - unbilled as short-term in nature as they are normally converted to Trade accounts receivables - billed within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate.

Mistras Group, Inc.

3 unchanged sentences

Inventories consist of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials and consumable supplies $ 9,841 $ 8,321

4 unchanged sentences

Property, plant and equipment, net consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land $ 2,469 $ 2,429

8 unchanged sentences

Property, plant and equipment, net $ 87,658 $ 80,892

Depreciation expense for the three months ended June 30, 2025 and 2024 was approximately $ 6.1 million and $ 6.4 million, respectively.

Depreciation expense for the six months ended June 30, 2025 and 2024 was $ 12.1 million and $ 12.8 million, respectively.

Depreciation expense for the three months ended September 30, 2025 and 2024 was approximately $ 6.0 million and $ 6.1 million, respectively.

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $ 18.1 million and $ 18.9 million, respectively.

Changes in the carrying amount of goodwill by segment is shown below:

2 unchanged sentences

Foreign currency translation 2,283 — — 2,283

Balance at June 30, 2025 $ 185,125 $ — $ — $ 185,125

Balance at September 30, 2025 $ 183,725 $ — $ — $ 183,725

The Company reviews goodwill for impairment on a reporting unit basis on October 1 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

The Company performed a quantitative annual impairment test as of October 1, 2024 and the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.

Additionally, through June 30, 2025, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.

The Company performed a quantitative annual impairment test as of October 1, 2024 and did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.

Additionally, through September 30, 2025, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.

Significant adverse changes in future periods could negatively affect the Company's key assumptions and may result in future goodwill impairment charges which could be material.

5 unchanged sentences

The gross amount, accumulated amortization and net carrying amount of intangible assets were as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Years) Gross

7 unchanged sentences

Total $ 192,911 $ ( 154,461 ) $ 38,450 $ 187,727 $ ( 148,019 ) $ 39,708

Amortization expense for the three months ended June 30, 2025 and 2024 was approximately $ 1.6 million and $ 1.9 million, respectively.

Amortization expense for the six months ended June 30, 2025 and 2024 was $ 3.4 million and $ 3.9 million, respectively.

Amortization expense for the three months ended September 30, 2025 and 2024 was approximately $ 1.7 million and $ 1.9 million, respectively.

Amortization expense for the nine months ended September 30, 2025 and 2024 was $ 5.1 million and $ 5.8 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accrued salaries, wages and related employee benefits $ 31,690 $ 27,990

7 unchanged sentences

Long-term debt consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Senior credit facility $ 100,250 $ 59,650

10 unchanged sentences

Senior Credit Facility

On August 1, 2022, the Company entered into a credit agreement (the “Credit Agreement”), which provides the Company with a $ 190 million 5-year committed revolving credit facility and a $ 125 million term loan with a balance of $ 102.9 million as of June 30, 2025.

The Credit Agreement permits the Company to borrow up to $ 100 million in non-U.S.

13 unchanged sentences

• Quarterly payments on the term loan of $ 1.56 million through June 30, 2024, then increasing to $ 2.34 million through June 30, 2025, and to $ 3.12 million for each quarterly payment thereafter through maturity.

As of June 30, 2025, the Company had borrowings of $ 187.2 million and a total of $ 3.1 million of letters of credit outstanding under the Credit Agreement.

The Company has capitalized costs associated with debt modifications of $ 0.7 million as of June 30, 2025, which is included in Other Assets on the Unaudited Condensed Consolidated Balance Sheets and will be amortized into interest expense over the remaining term of the Credit Agreement through July 30, 2027.

As of June 30, 2025, the Company was in compliance with the terms and covenants of the Credit Agreement.

As of September 30, 2025, the Company had borrowings of $ 200.1 million and a total of $ 3.4 million of letters of credit outstanding under the Credit Agreement.

The Company has capitalized costs associated with debt modifications of $ 0.6 million as of September 30, 2025, which are included in Other Assets on the Unaudited Condensed Consolidated Balance Sheets and will be amortized into interest expense over the remaining term of the Credit Agreement through July 30, 2027.

As of September 30, 2025, the Company was in compliance with the terms and covenants of the Credit Agreement.

The Company continuously monitors compliance with the covenants contained in the Credit Agreement.

The Company believes that it is probable that the Company will be able to comply with the financial covenants in the Credit Agreement and that sufficient credit remains available under the Credit Agreement to meet the Company's liquidity needs.

However, such matters cannot be predicted with certainty.

Mistras Group, Inc.

3 unchanged sentences

The Company's other debt includes bank financing provided at the local subsidiary level used to support working capital requirements and fund capital expenditures.

At June 30, 2025, there was an aggregate of approximately $ 2.3 million outstanding, payable at various times through 2030.

Monthly payments range from $ 0.7 thousand to $ 16.9 thousand and interest rates range from 0.4 % to 3.5 %.

At September 30, 2025, there was an aggregate of approximately $ 2.2 million outstanding, payable at various times through 2030.

Fair Value Measurements

8 unchanged sentences

The Company is periodically involved in lawsuits, investigations and claims.

While uncertainties exist with respect to the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company, based on currently available information, does not believe that any currently pending or threatened legal proceeding to which the Company is a party, or is likely to become a party, including those proceedings identified in this Note 13, will have a material adverse effect on its business, results of operations, cash flows or financial condition.

While uncertainties exist with respect to the ultimate resolution of lawsuits, investigations and claims asserted against it, except as stated below, the Company, based on currently available information, does not believe that any currently pending or threatened legal proceeding to which the Company is a party, or is likely to become a party, will have a material adverse effect on its business, results of operations, cash flows or financial condition.

The costs incurred by the Company to defend lawsuits, investigations and claims and amounts the Company pays to other parties because of these matters may be covered by insurance in some circumstances.

Litigation and Commercial Claims

The Company and a subsidiary of the Company, Mistras Arizona Inspection Services LLC (“Mistras Arizona”), are subject to a lawsuit filed by the State of Arizona and the Arizona Department of Environmental Quality (collectively “DEQ”).

The lawsuit, captioned State of Arizona v.

The Company and a subsidiary of the Company, Mistras Arizona Inspection Services LLC (“Mistras Arizona”), are subject to a lawsuit ("the DEQ Proceeding") filed by the State of Arizona and the Arizona Department of Environmental Quality (collectively “DEQ”).

The DEQ Proceeding, captioned State of Arizona v.

Mistras Group, Inc., Mistras Arizona Inspection Services, LLC and Naiman Phoenix, Ltd., was originally filed on February 27, 2024, in the Superior Court of the State of Arizona for Maricopa County, CV 2024-003866 (the "DEQ Complaint").

The DEQ Complaint alleges various violations of Arizona environmental laws and regulations by the Company and Mistras Arizona in connection with the operation by Mistras Arizona of its testing facility in Phoenix, Arizona.

The DEQ Complaint alleges various violations of Arizona environmental laws and regulations by Mistras Arizona in connection with the operation by Mistras Arizona of its testing facility in Phoenix, Arizona.

The DEQ Complaint seeks, through injunctive relief, the closing of a chromic acid plating line at the testing facility, implementation of a site assessment plan approved by the DEQ, and corrective and remedial action to bring the testing facility into compliance with laws and regulations.

In addition, the DEQ Complaint seeks unspecified penalties and costs.

The Superior Court held a hearing September 2024 regarding the DEQ’s request for a preliminary injunction.

On October 23, 2024, the Superior Court issued a ruling, which declined to issue the preliminary injunction requested by the DEQ, but imposed the following conditions on the Company and Mistras Arizona unless and until modified by the Superior Court or entry of a final judgement:

In addition, the DEQ is seeking unspecified penalties and costs in connection with the DEQ Proceeding.

The Superior Court held a hearing in September 2024 regarding the DEQ’s request for a preliminary injunction.

(1) the Company and Mistras Arizona are prohibited from releasing or permitting any release of chromic acid from the facility;

(2) within a reasonable time, the Company and Mistras Arizona must complete improvements to the testing facility designed to prevent future discharges of chromium or chromic acid;

(3) the Company must notify the DEQ upon completion of the improvement to enable the DEQ to conduct an inspection;

(3) the Company and Mistras Arizona must notify the DEQ upon completion of the improvement to enable the DEQ to conduct an inspection;

and (4) the Company and Mistras Arizona are prohibited from engaging in any chrome plating operations at the testing facility until they notify the DEQ that the improvements have been completed.

The DEQ may seek relief if it determines that the improvements are not sufficient to prevent discharges.

In April 2025, Mistras Arizona notified the DEQ of its completed improvements, and the DEQ inspected the improvements.

Following the DEQ site visit, Mistras Arizona commenced its chrome plating operations on April 28, 2025.

In April 2025, Mistras Arizona notified the DEQ that the improvements were completed, which the DEQ

Mistras Group, Inc.

2 unchanged sentences

(tabular dollars and shares in thousands, except per share data)

The Company intends to continue complying with the Superior Court's ruling.

This matter is still in the relatively early stages, including as to factual and expert discovery.

It is probable that remediation costs, fines and penalties may be imposed related to this lawsuit.

However, the Company is unable to estimate the range of loss that it may incur.

then inspected.

Following the DEQ site visit, Mistras Arizona commenced its chrome plating operations on April 28, 2025.

Mistras Arizona has been and intends to continue complying with the Superior Court's ruling.

In the meantime, the DEQ Proceeding is ongoing.

It is probable that additional remediation costs, as well as fines and penalties will be imposed related to the DEQ Proceeding.

However, the Company is unable to estimate the range of loss that it may incur and whether these amounts will be material to the Company.

In addition, Mistras Arizona’s operations in Phoenix are located at a leased site within the footprint of the Motorola 52nd Street Superfund Site (the “Motorola Site”).

2 unchanged sentences

Mistras Arizona provided the EPA with the requested information in July 2025.

As it relates to this lawsuit, the recorded probable losses remain an estimate, and actual costs arising from this matter could materially differ depending on the actual costs incurred as well as the availability of additional insurance coverage.

Pension Related Contingencies

3 unchanged sentences

The Company has determined that the subsidiary is likely to incur partial or complete withdrawal liability to the other pension fund.

The balance of the estimated total amount of this potential liability as of June 30, 2025 is approximately $ 2.5 million, which were incurred in 2018 and 2019.

The balance of the estimated total amount of this potential liability as of September 30, 2025 is approximately $ 2.2 million, which was incurred in 2018 and 2019.

Segment Disclosure

15 unchanged sentences

Segment income (loss) from operations is the primary performance measure used by the CODM to evaluate segment performance and allocate resources, including considering budget-to-actual variances and prior year-to-actual variances on a monthly basis in accordance with GAAP under ASC 280, Segment Reporting.

Segment income (loss) from operations for each of the Company's reportable segments are comprised of revenue, selling, general & administrative expenses, and "other expenses." "Other expenses" include cost of revenue, bad debt provision for troubled customers, goodwill impairment charges, reorganization and environmental costs, legal settlements and recoveries, acquisition-related expenses, depreciation and amortization and research and engineering.

Segment income (loss) from operations for each of the Company's reportable segments are comprised of revenue, selling, general & administrative expenses, and "other expenses." "Other expenses" include cost of revenue, reorganization and environmental costs, legal settlements and recoveries, depreciation and amortization and research and engineering.

Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets.

4 unchanged sentences

Income (loss) from operations by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations .

For the three months ended June 30, 2025

For the three months ended September 30, 2025

North America International Products and Systems Total Reportable Segments Corporate and eliminations Total

3 unchanged sentences

Income (loss) from operations $ 22,753 $ 3,838 $ 1,051 $ 27,642 $ ( 7,261 ) $ 20,381

For the three months ended June 30, 2024

For the three months ended September 30, 2024

North America International Products and Systems Total Reportable Segments Corporate and eliminations Total

3 unchanged sentences

Income (loss) from operations $ 17,455 $ 1,778 $ 670 $ 19,903 $ ( 8,045 ) $ 11,858

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

North America International Products and Systems Total Reportable Segments Corporate and eliminations Total

3 unchanged sentences

Income (loss) from operations $ 46,026 $ 8,923 $ 1,714 $ 56,663 $ ( 28,866 ) $ 27,797

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

North America International Products and Systems Total Reportable Segments Corporate and eliminations Total

3 unchanged sentences

Income (loss) from operations $ 49,742 $ 4,548 $ 1,479 $ 55,769 $ ( 26,401 ) $ 29,368

The tables above only reconcile to income (loss) from operations as our measure of segment profitability and the remainder of the reconciliation to net income (loss) can be seen on the Unaudited Condensed Consolidated Statement of Income (Loss).

Products and Systems segment revenue was comprised of approximately $ 0.5 million and $ 1.0 million of sales to the International segment, which were eliminated upon consolidation, for the three months ended June 30, 2025 and June 30, 2024, respectively.

Products and Systems segment revenue was comprised of approximately $ 1.5 million and $ 1.8 million of sales to the International segment, which were eliminated upon consolidation, for the six months ended June 30, 2025 and June 30, 2024, respectively.

Intersegment revenue related to sales between other segments was immaterial for each of the three and six month periods ended June 30, 2025 and June 30, 2024.

Selected consolidated financial information by segment for the periods shown was as follows:

(with intercompany transactions eliminated in Corporate and eliminations):

June 30, 2025 December 31, 2024

The tables above only reconcile to income (loss) from operations as our measure of segment profitability and the remainder of the reconciliation to net income can be seen on the Unaudited Condensed Consolidated Statement of Income.

Products and Systems segment revenue was comprised of approximately $ 0.6 million and $ 0.9 million of sales to the International segment, which were eliminated upon consolidation, for the three months ended September 30, 2025 and September 30, 2024, respectively.

Products and Systems segment revenue was comprised of approximately $ 2.4 million and $ 2.8 million of sales to the International segment, which were eliminated upon consolidation, for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Intersegment revenue related to sales between other segments was immaterial for each of the three and nine month periods ended September 30, 2025 and September 30, 2024.

Selected consolidated financial information by segment for the periods shown was as follows (with intercompany transactions eliminated in Corporate and eliminations):

September 30, 2025 December 31, 2024

Intangible assets, net

3 unchanged sentences

Corporate and eliminations 7,664 6,516

$ 39,571 $ 39,708

June 30, 2025 December 31, 2024

Total $ 38,450 $ 39,708

September 30, 2025 December 31, 2024

North America $ 441,233 $ 390,052

2 unchanged sentences

Corporate and eliminations 25,378 24,160

$ 571,043 $ 523,038

June 30, 2025 December 31, 2024

Total $ 596,256 $ 523,038

September 30, 2025 December 31, 2024

Long-lived assets

3 unchanged sentences

Corporate and eliminations 8,746 7,563

$ 310,605 $ 302,042

Refer to Note 2 - Revenue , for revenue by geographic area for the three and six months ended June 30, 2025 and 2024.

Total $ 309,833 $ 302,042

Refer to Note 2 - Revenue , for revenue by geographic area for the three and nine months ended September 30, 2025 and 2024.

Mistras Group, Inc.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements