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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-11 · 29 added, 23 removed, 118 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our Interim President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based upon that evaluation, our Interim President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based upon that evaluation, our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.

In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed by, or under the supervision of, our Chairman and Interim President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

15 unchanged sentences

The remaining information required by Item 10 is incorporated herein by reference to the relevant information to be included in our definitive proxy statement related to our 2026 annual meeting of stockholders.

Code of Ethics

We have a code of ethics applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, all other executive officers, Controller, Treasurer, and other certain financial managers.

The text of this code has been posted on our website.

To view the code, go to our website at investors.mistrasgroup.com and click on Corporate Governance.

Any amendments to or waivers of our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions and that relate to any matter enumerated in Item 406(b) of Regulation S-K promulgated by the SEC will be disclosed on our website.

Insider trading policies and procedures

compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Compliance Policy”).

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Compliance Policy”).

The Company’s Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Annual Report.

10 unchanged sentences

Report of independent registered public accounting firm - PricewaterhouseCoopers LLP

Report of independent registered public accounting firm - KPMG LLP

Consolidated Balance sheets as of December 31, 2024 and December 31, 2023

Consolidated Statements of income (loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of cash flows for the years ended December 31, 2024, 2023 and 2022

Notes to consolidated financial statements

Consolidated Balance S heets as of December 31, 202 5 and December 31, 202 4

Consolidated Statements of I ncome ( L oss) for the years ended December 31, 202 5 , 202 4 and 20 23

Consolidated Statements of C omprehensive I ncome ( L oss) for the years ended December 31, 202 5 , 202 4 and 202 3

Consolidated Statements of E quity for the years ended December 31, 202 5 , 202 4 and 202 3

Consolidated Statements of C ash F lows for the years ended December 31, 202 5 , 202 4 and 202 3

Notes to C onsolidated F inancial S tatements

(2) Financial Statement Schedules

23 unchanged sentences

10.10 Mistras Group, Inc.

Executive Severance Plan adopted on December 4, 2024

10.11 Employment Agreement between the Company and Sotirios J.

Vahaviolos, dated February 28, 2018 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

10.12 Description of Compensation for Non-Employee Directors effective January 1, 2023 (filed as exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 5, 2023, and incorporated herein by reference).

10.13 Separation Agreement and Release between Jonathan Wolk and Registrant (filed as exhibit 10.1 to Current Report on Form 8-K filed on March 8, 2023 and incorporated herein by reference).

Executive Severance Plan adopted on December 4, 2024 (filed as Exhibit 10.10 to the Annual Report on Form 10-K filed March 11, 2025 and incorporated herein by reference)

10.11* Description of Compensation for Non-Employee Directors effective January 1, 2025.

10.12 Employment Agreement between the Company and Gennaro A.

6 unchanged sentences

Stamatakis dated October 11, 2023 (filed as exhibit 10.18 to the Annual Report on Form 10-K filed March 11, 2024 and incorporated herein by reference)

10.18 Separation Agreement (and a General Release of Claims attached thereto) between the Company and Dennis Bertolotti effective December 6, 2023 (filed as exhibited 10.1 to Current Report on Form 8-K filed December 8, 2023, and incorporated herein by reference).

10.16 Employment Agreement between the registrant and Hani Hammad dated March 26, 2024 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 3, 2024, and incorporated herein by reference)

1 unchanged sentence

10.18 Employment Agreement between the registrant and Edward Prajzner dated December 31, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K filed on January 2, 2025, and incorporated herein by reference)

10.22 Employment Agreement between the registrant and Ma nuel Stamatakis dated December 31, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K/A filed on January 2, 2025, and incorporated herein by reference)

10.23 Form of Stock Option Award Agreement between the registrant and Manuel Stamatakis (filed as exhibit 10.2 to Current Report on Form 8-K/A filed January 2, 2025, and incorporated herein by reference)

10.19 Employment Agreement between the registrant and Manuel Stamatakis dated December 31, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K/A filed on January 2, 2025, and incorporated herein by reference)

10.20 Stock Option Award Agreement between the registrant and Manuel Stamatakis (filed as exhibit 10.2 to Current Report on Form 8-K/A filed January 2, 2025, and incorporated herein by reference)

10.21 Option Award Agreement, dated September 8, 2025, between the Company and Natalia Shuman (filed as exhibit 10.1 to Current Report on Form 8-K filed on September 10, 2025 and incorporated herein by reference)

10.22 Restricted Stock Unit Certificate, dated September 8, 2025, between the Company and Natalia Shuman (filed as exhibit 10.1 to Current Report on Form 8-K filed on September 10, 2025 and incorporated herein by reference)

10.23 Option Award Agreement, dated September 15, 2025, between the Company and Eileen Coggins (filed as exhibit 10.3 to the Quarterly Report on Form 10-Q filed on November 6, 2025 and incorporated herein by reference)

10.24 Restricted Stock Unit Certificate, dated September 15, 2025, between the Company and Eileen Coggins (filed as exhibit 10.4 to the Quarterly Report on Form 10-Q filed on November 6, 2025 and incorporated herein by reference)

10.25 Employment Agreement, dated September 15, 2025, between the Company and Eileen Coggins (filed as exhibit 10.5 to the Quarterly Report on Form 10-Q filed on November 6, 2025 and incorporated herein by reference)

19.1* Insider Trading Compliance Policy

1 unchanged sentence

23.1* Consent of PricewaterhouseCoopers LLP

23.2* Consent of KPMG LLP

24.1* Power of Attorney (included as part of the signature page to this report)

10 unchanged sentences

101.DEF XBRL Definition Linkbase Document

104 Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibit 101)

_______________________

11 unchanged sentences

Stamatakis, Edward J.

Prajzner and Michael C.

Keefe, and each of them singly, as our true and lawful attorneys with full power to each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Prajzner and Eileen Coggins, and each of them singly, as our true and lawful attorneys with full power to each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

This power of attorney may only be revoked by a written document executed by the undersigned that expressly revokes this power by referring to the date and subject hereof.

19 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-K

Item 9A. Controls and Procedures