What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 185 added, 276 removed, 504 unchanged (48% of the section changed)

4 unchanged sentences

( in thousands, except share and per share data )

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

ASSETS (unaudited)

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Additional paid-in capital 256,316 256,863

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

Retained earnings 9,241 6,853

Accumulated other comprehensive loss ( 33,019 ) ( 29,111 )

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and Subsidiaries

Unaudited Condensed Consolidated Statements of Income

Unaudited Condensed Consolidated Statements of Income (Loss)

( in thousands, except per share data )

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

2025 2024 2025 2024

Three months ended March 31,

Revenue $ 169,034 $ 161,615

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Reorganization and other costs 475 3,087

Environmental expense 199 — 1,257 —

Legal settlement and insurance recoveries, net — ( 868 ) — ( 808 )

Environmental expense, net ( 131 ) 540

Research and engineering 221 299

Depreciation and amortization 2,499 2,326

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

Other income — ( 1,479 ) — ( 1,479 )

Income (loss) from operations 4,682 ( 1,012 )

Other income, net ( 932 ) —

Interest expense 2,879 3,324

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 attributable to Mistras Group, Inc.

Income (loss) before provision for income taxes 2,735 ( 4,336 )

Provision (benefit) for income taxes 378 ( 1,168 )

Net income (loss) 2,357 ( 3,168 )

net income (loss) attributable to noncontrolling interests, net of taxes ( 31 ) 18

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

$ 2,388 $ ( 3,186 )

Net income per common share:

Net income (loss) per common share:

Basic $ 0.08 $ ( 0.10 )

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and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands )

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

2025 2024 2025 2024

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

Three months ended March 31,

Net income (loss) $ 2,357 $ ( 3,168 )

Other comprehensive income:

Foreign currency translation adjustments $ ( 3,908 ) $ 2,473

Comprehensive income 10,218 10,577 24,388 12,109

net income attributable to noncontrolling interest 95 15 222 28

Comprehensive loss ( 1,551 ) ( 695 )

Net income (loss) attributable to noncontrolling interest ( 31 ) 18

Foreign currency translation adjustments attributable to noncontrolling interests — ( 9 )

Comprehensive income attributable to Mistras Group, Inc.

Comprehensive loss attributable to Mistras Group, Inc.

$ ( 1,520 ) $ ( 704 )

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Common stock Additional

paid-in capital Accumulated

earnings (deficit) Accumulated

comprehensive loss Total

Mistras Group,

stockholders’ equity Non-controlling interests

Shares Amount Total equity

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 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

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

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 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

earnings (deficit) Accumulated

paid-in capital Retained

earnings (accumulated deficit) Accumulated

comprehensive loss Total

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Balance at December 31, 2025 31,567 $ 499 $ 256,863 $ 6,853 $ ( 29,111 ) $ 235,104 $ 541 $ 235,645

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

Net income (loss) — — — 2,388 — 2,388 ( 31 ) 2,357

Other comprehensive income (loss), net of tax — — — — ( 3,908 ) ( 3,908 ) — ( 3,908 )

Share-based payments — — 1,251 — — 1,251 — 1,251

Distribution to non-controlling interests — — — — — — ( 141 ) ( 141 )

Net settlement of restricted stock units 250 191 ( 1,798 ) — — ( 1,607 ) — ( 1,607 )

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

Balance at March 31, 2026 31,817 $ 690 $ 256,316 $ 9,241 $ ( 33,019 ) $ 233,228 $ 369 $ 233,597

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

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

Net income (loss) — — — ( 3,186 ) — ( 3,186 ) 18 ( 3,168 )

Other comprehensive income (loss), net of tax — — — — 2,482 2,482 ( 9 ) 2,473

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Net settlement of restricted stock units 316 4 ( 1,482 ) — — ( 1,478 ) — ( 1,478 )

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

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

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

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(In Thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities

Net income $ 13,161 $ 13,793

Net income (loss) $ 2,357 $ ( 3,168 )

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

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Bad debt provision for troubled customers, net of recoveries 167 360

Foreign currency loss (gain) 2,420 ( 23 )

Foreign currency (gain) loss ( 932 ) 374

Other ( 1,534 ) ( 237 )

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Repayment of revolver ( 12,500 ) ( 14,250 )

Distribution to non-controlling interests ( 141 ) —

Taxes paid related to net share settlement of share-based awards ( 1,607 ) ( 1,479 )

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

Net cash used in financing activities ( 349 ) ( 702 )

Effect of exchange rate changes on cash and cash equivalents 79 690

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Equipment acquired through finance lease obligations $ 2,555 $ 2,369

Capital expenditures included in accounts payable and accrued liabilities $ 1,433 $ 872

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

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Description of Business

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.

Mistras Group, Inc., together with its subsidiaries (the "Company"), is a global leader in technology-enabled industrial asset integrity and laboratory testing 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 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 enhances value for its customers by integrating asset integrity protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected software and monitoring solutions, including OneSuite®, which serves as a cloud-based ecosystem that pulls together the Company’s software and data services capabilities.

This integrated approach enables customers to make data-driven decisions that improve asset reliability, enhance safety, reduce operational risk, and optimize performance across the asset lifecycle.

The Company’s core capabilities include NDT field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, in-house 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.

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Recent Developments

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.

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

The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S.

generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods.

In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the years ending December 31, 2025 and December 31, 2024.

The global trade landscape continues to be highly volatile.

In 2025, the U.S.

government implemented a series of trade tariffs on goods imported into the U.S.

from various countries.

In many cases, these tariffs resulted in reciprocal tariffs and other actions on goods being exported from the U.S.

These associated tariffs are complex and continue to evolve as negotiations occur.

In February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S.

government relied on to impose certain tariffs, does not authorize the administration to impose tariffs.

On March 4, 2026, the U.S.

Court of International Trade ordered the U.S.

Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs, although the Court immediately suspended the order while the CBP determines a refund process.

The IEEPA tariffs remain subject to ongoing litigation between the administration and other parties.

In response to the U.S.

Supreme Court ruling mentioned above, the administration announced plans to implement new tariffs under alternative statutory authority.

The full impact of the U.S.

Supreme Court’s ruling and the administration’s response, including the timing and extent of any refunds and the impact of the new tariffs, remain uncertain.

Ongoing changes to trade policies and related uncertainty may affect global economic conditions, supply chains and costs, and may reduce trade between the U.S.

and impacted countries.

Tariffs and trade barriers have not had a material effect on our business or results of operations during 2026 to date.

However, new tariffs or other trade measures could result in increased costs to us or our suppliers and could impact the import of materials by our

Mistras Group, Inc.

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

customers, including materials subject to our inspection and testing services, which could adversely affect demand for our services.

Geopolitical tensions in the Middle East, including the conflict involving the United States and Iran, have contributed to increased volatility in global energy markets and broader macroeconomic uncertainty.

The conflict in the Middle East has significantly reduced the export of oil and natural gas from the Persian Gulf, creating upward pressure on oil and natural gas prices, and has also disrupted and increased the costs of certain other supplies.

Fluctuations in crude oil and natural gas prices may influence capital spending and maintenance activity by customers in the oil and gas sector, which could affect demand for certain of our services, particularly field inspection and asset integrity solutions.

Additionally, continued instability in the Middle East could contribute to supply chain disruptions, changes in foreign currency exchange rates, and delays in customer projects.

While we have not experienced material impacts to date, the situation remains dynamic, and we continue to monitor developments and assess potential impacts on our operations, financial condition, and results of operations.

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements contained in this report have been prepared in conformity with U.S.

generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") guidance allowing for reduced disclosure for interim periods.

Certain items included in these statements are based on management’s estimates.

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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 Unaudited 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.

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

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

Change in Accounting Principle

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current year presentation.

The impacts of the reclassifications are shown in the tables below.

Any reclassifications not shown below did not have a material effect on the Company's financial condition or results of operations as previously reported.

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, 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.

The Company believes this presentation is preferable as it will provide greater transparency regarding its cost of revenue and better align with how the business is managed.

This change in classification has been applied retrospectively to all periods presented and affects selling, general and administrative expenses;

cost of revenue;

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

Cost of revenue $ 122,392 $ 5,672 $ 128,064

Gross profit 54,577 ( 5,672 ) 48,905

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

Nine Months Ended September 30, 2024

As Previously Reported Effect of change As Adjusted

Cost of revenue $ 377,570 $ 15,386 $ 392,956

Gross profit 161,783 ( 15,386 ) 146,397

Selling, general and administrative expenses 121,018 ( 15,386 ) 105,632

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

Such reclassifications did not affect the Company's consolidated financial condition or results of operations as previously reported.

Significant Accounting Policies

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Since the date of the 2025 Annual Report, there have been no material changes to the Company’s significant accounting policies.

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

Income taxes are accounted for under the asset and liability method.

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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 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.

As of March 31, 2026, 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 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.

The Company’s effective income tax rate was approximately 13.8 % for the three months ended March 31, 2026, compared to an effective income tax benefit of approximately 26.9 % for the three months ended March 31, 2025.

The effective income tax rate for the three months ended March 31, 2026, was lower than the statutory rate primarily due to the impact of favorable discrete items related to stock compensation.

The effective income tax rate benefit for the three months ended March 31, 2025, was higher than the statutory rate primarily due to the impact of an unfavorable discrete item related to stock compensation.

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.

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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.

These provisions did not have a material impact on the Company’s financial statements for the three months ended March 31, 2026.

Recent Accounting Pronouncements

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.

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):

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

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal Use Software (ASU 2025-06).

This standard clarifies capitalization thresholds for software development costs and aligns accounting treatment more closely with the economic substance of modern software development activities.

ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027 on a retrospective, prospective or modified prospective basis.

Early adoption is permitted.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements (ASU 2025-11).

This standard clarifies disclosure requirements and applicability for interim financial statements.

This new guidance is effective for the Company for interim periods beginning October 1, 2028.

Early adoption is permitted.

The amendments in this ASU may be adopted using the prospective or retrospective methods.

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

Mistras Group, Inc.

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

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

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants to provide certain climate-related information in their registration statements and periodic reports.

The required disclosures will include, but are not limited to, specific disclosures about climate-related risks and their actual or likely material impacts on the registrant’s business, strategy, and outlook;

the governance of climate-related risks and relevant risk management processes;

Scope 1 and 2 greenhouse gas (GHG) emissions, if material or included in announced emission targets;

certain climate-related financial statement metrics and related disclosures in a note to the audited financial statements;

and information about climate-related targets and goals.

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.

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The Company expects any significant remaining performance obligations to be satisfied within one year .

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

Contract Estimates

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Whenever revisions of estimates, contract costs and/or contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

Revenue by Category

The following series of tables present the Company's disaggregated revenue:

Revenue by industry was as follows:

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

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

Aerospace & Defense 17,675 6,395 137 — 24,207

Industrials 15,469 6,773 360 — 22,602

Power Generation & Transmission 10,074 3,714 696 — 14,484

Other Process Industries 4,722 4,014 38 — 8,774

Infrastructure, Research & Engineering 5,285 3,610 1,674 — 10,569

Petrochemical 3,694 15 — — 3,709

Other 6,206 2,875 1,071 ( 4,617 ) 5,535

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

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

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

Aerospace & Defense 16,181 5,663 42 — 21,886

Industrials 12,285 6,749 478 — 19,512

Power Generation & Transmission 8,029 3,081 544 — 11,654

Other Process Industries 7,836 3,900 79 — 11,815

Infrastructure, Research & Engineering 5,189 2,744 797 — 8,730

Petrochemical 3,806 198 — — 4,004

Other 6,059 2,287 1,333 ( 4,089 ) 5,590

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

Mistras Group, Inc.

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

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

Revenue by Category

The following series of tables present the Company's disaggregated revenue:

Revenue by industry was as follows:

Three Months Ended March 31, 2026 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 76,884 $ 8,494 $ 104 $ — $ 85,482

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Total $ 135,321 $ 36,290 $ 2,653 $ ( 5,230 ) $ 169,034

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

Three Months Ended March 31, 2025 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 85,731 $ 10,646 $ 187 $ — $ 96,564

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Revenue per key geographic location was as follows:

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

Other Americas 24,342 95 121 ( 1,539 ) 23,019

Europe 1,301 34,571 826 ( 1,726 ) 34,972

Asia-Pacific 485 306 1,795 — 2,586

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

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

Three Months Ended March 31, 2026 North America International Products & Systems Corp/Elim Total

United States $ 120,579 $ 427 $ 1,549 $ ( 1,747 ) $ 120,808

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Total $ 135,321 $ 36,290 $ 2,653 $ ( 5,230 ) $ 169,034

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

Three Months Ended March 31, 2025 North America International Products & Systems Corp/Elim Total

United States $ 114,333 $ 542 $ 1,373 $ 2,016 $ 118,264

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Total $ 128,902 $ 33,214 $ 3,091 $ ( 3,592 ) $ 161,615

Contract Balances

Mistras Group, Inc.

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

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

Other Americas 66,829 6,224 960 ( 3,602 ) 70,411

Europe 2,107 89,304 2,081 ( 3,116 ) 90,376

Asia-Pacific 3,130 4,315 2,019 ( 612 ) 8,852

Total $ 456,588 $ 100,972 $ 9,860 $ ( 10,511 ) $ 556,909

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 Unaudited Condensed Consolidated Balance Sheets.

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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.

Revenue recognized during the three months ended March 31, 2026 and 2025 that was included in the contract liability balance at the beginning of the year was $ 3.7 million and $ 3.3 million, respectively.

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

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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 884,000 shares were available for future grants as of September 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 296,000 shares were available for future grants as of March 31, 2026.

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 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.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(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 September 30, 2025 (in thousands, except per share amounts and years):

Nine Months Ended September 30,

On January 6, 2025, an executive officer of the Company was granted 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.

These stock options can be exercised any time on or after January 6, 2026, and prior to their expiration date, which is the earlier of 10 years from the grant date or one year following the date the executive officer is no longer serving as an officer, director or in any other capacity of the Company.

The following table sets forth a summary of stock option activity, weighted-average exercise prices and options outstanding as of March 31, 2026 (in thousands, except per share amounts and years):

Three Months Ended March 31,

Options Weighted

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685 $ 7.76 625 $ 7.58

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

As part of its compensation program for non-employee directors, the Company issues fully-vested common stock to its non-employee directors.

Prior to 2025, the shares of common stock were issued in semi-annual awards during the quarters ended March 31 and September 30.

In 2025, non-employee directors received a single award during the quarter ended June 30, 2025.

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):

Nine months ended September 30,

Awards issued 72 60

Grant date fair value of awards issued $ 571 $ 549

Restricted Stock Unit Awards

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.

Exerciseable at end of period:

625 $ 7.58 250 $ 5.36

The Company recognized $ 0.1 million and $ 0.5 million of share-based compensation expense related to stock options during the three months ended March 31, 2026 and March 31, 2025, respectively.

$ 0.1 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 2026.

Mistras Group, Inc.

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

Stock Issuances to Non-Employee Directors

As part of its compensation program for non-employee directors, the Company issues fully-vested common stock to its non-employee directors.

The awards are issued to non-employee directors during the second quarter of each fiscal year.

No awards were granted to non-employee directors during the three months ended March 31, 2026 and 2025.

Restricted Stock Unit Awards

For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to Restricted Stock Unit ("RSU") awards of $ 0.7 million and $ 1.1 million, respectively.

No share-based compensation expense was recognized within Reorganization and other costs related to RSU awards for the for the three months ended March 31, 2026.

For the three months ended March 31, 2025, the Company recognized share-based compensation expense within Reorganization and other costs related to RSU awards of $ 0.5 million.

As of March 31, 2026, there was $ 10.2 million of unrecognized compensation costs related to RSU awards, which is expected to be recognized over a remaining weighted-average period of 3.0 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.

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,

Three months ended March 31,

Restricted stock awards vested 342 451

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

Nine months ended September 30,

Three months ended March 31,

Units Weighted

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

For 2026, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors 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.

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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 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.

Compensation costs related to the PRSUs with performance conditions are subsequently adjusted for changes in the expected outcomes of the performance conditions.

Compensation cost related to the PRSUs with a market condition is not reversed if the market condition is not achieved, provided the employee requisite service has been rendered.

Earned PRSUs generally vest ratably in four equal annual installments over the four years following completion of the performance period, for a total requisite service period of up to five years , and have no dividend equivalent rights.

Mistras Group, Inc.

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

For PRSUs awarded in 2026, the Compensation Committee utilized the same metrics as 2025 PRSUs, but with revised performance goals and weighting.

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.

Compensation costs related to the PRSUs with performance conditions are subsequently adjusted for changes in the expected outcomes of the performance conditions.

Compensation cost related to the PRSUs with a market condition is not reversed if the market condition is not achieved, provided the employee requisite service has been rendered.

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

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

Nine months ended September 30,

Three months ended March 31,

Units Weighted

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602 $ 12.65 620 $ 9.92

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.

For the three months ended March 31, 2026 and March 31, 2025, the Company recognized aggregate share-based compensation expense related to the awards described above of approximately $ 0.6 million and $ 0.2 million, respectively.

At March 31, 2026, there was $ 6.9 million of total unrecognized compensation costs related to approximately 602,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net income 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.

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

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

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 per share

Net income attributable to Mistras Group, Inc.

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

Three months ended March 31,

Basic earnings (loss) per share

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

$ 2,388 $ ( 3,186 )

Weighted average common shares outstanding 31,619 31,095

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

Diluted earnings per share:

Net income attributable to Mistras Group, Inc.

Basic earnings (loss) per share $ 0.08 $ ( 0.10 )

Diluted earnings (loss) per share:

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

$ 2,388 $ ( 3,186 )

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Dilutive effect of stock options outstanding (1)

99 120 102 103

Dilutive effect of restricted stock units outstanding (1)

32,655 31,095

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

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

Diluted earnings (loss) per share $ 0.07 $ ( 0.10 )

_______________

(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.

(1) For the three months ended March 31, 2026, 275,000 shares, related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings (loss) per share.

For the three months ended March 31, 2025, 145,000 shares, related to stock options and 808,000 shares, related to RSUs were excluded from the calculation of diluted earnings (loss) per share due to the net loss for the period.

Accounts Receivable, net

Accounts receivable consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Trade accounts receivable - billed $ 123,009 $ 133,100

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Accounts receivable, net $ 151,407 $ 154,673

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.

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

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

Mistras Group, Inc.

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Inventories consist of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials and consumable supplies $ 10,199 $ 9,252

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Land $ 2,462 $ 2,470

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Property, plant and equipment, net $ 95,253 $ 93,164

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.

Depreciation expense for the three months ended March 31, 2026 and 2025 was approximately $ 6.0 million for each period.

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

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Foreign currency translation ( 1,176 ) — — ( 1,176 )

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

Balance at March 31, 2026 $ 183,653 $ — $ — $ 183,653

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, 2025 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.

Additionally, through March 31, 2026, 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.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(Years) Gross

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Total $ 195,186 $ ( 157,496 ) $ 37,690 $ 195,018 $ ( 156,611 ) $ 38,407

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.

Amortization expense for the three months ended March 31, 2026 and 2025 was approximately $ 2.0 million and $ 1.8 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Accrued salaries, wages and related employee benefits $ 27,799 $ 30,391

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Long-term debt consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Senior credit facility $ 85,950 $ 79,250

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Long-term debt, net of current portion $ 168,491 $ 165,143

Senior Credit Facility

Mistras Group, Inc.

2 unchanged sentences

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

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 $ 99.8 million as of September 30, 2025.

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

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• 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 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.

As of March 31, 2026, the Company had borrowings of $ 179.6 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 $ 0.4 million as of March 31, 2026, 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 March 31, 2026, 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's other debt relates to bank financing provided at the local subsidiary level used to support working capital requirements and fund capital expenditures.

At March 31, 2026, there was a total of other debt of approximately $ 1.8 million outstanding, payable at various times through 2030.

Fair Value Measurements

Mistras Group, Inc.

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

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

Fair Value Measurements

The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures .

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

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

then inspected.

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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.

It is probable that additional investigation and/or 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.

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

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”).

Mistras Arizona received a General Notice Letter from the US Environmental Protection Agency (the "EPA"), dated May 21, 2024, informing Mistras Arizona that the EPA has identified it as a potentially responsible party in relation to the Motorola Site.

Mistras Arizona has received two General Notice Letters from the US Environmental Protection Agency (the "EPA"), dated May 21, 2024 and December 1, 2025, informing Mistras Arizona that the EPA has identified it as a potentially responsible party in relation to the Motorola Site.

On April 29, 2025, the Company received a notice from the EPA requesting information regarding the improvements and other matters related to Phoenix testing facility.

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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 September 30, 2025 is approximately $ 2.2 million, which was incurred in 2018 and 2019.

The balance of the estimated total amount of this potential liability as of March 31, 2026 is approximately $ 2.1 million, which was incurred in 2018 and 2019.

Segment Disclosure

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The chief operating decision maker ("CODM") reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment.

For the year ended December 31, 2024, our CODM was identified as Manny Stamatakis, the Interim Chief Executive Officer, because he has final authority over performance assessment and resource allocation decisions.

Beginning January 1, 2025, our CODM was identified as Natalia Shuman, upon her appointment as our Chief Executive Officer effective January 1, 2025, as she has final authority over performance assessment and resource allocation decisions.

The Company's CODM is Natalia Shuman, our Chief Executive Officer, as she has final authority over performance assessment and resource allocation decisions.

Our segments are based on the type and concentration of customers served, service requirements, methods of distribution and major product lines.

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, reorganization and environmental costs, legal settlements and recoveries, 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, 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.

Corporate loss from operations consists of administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.

Corporate loss from operations consists of administrative charges related to corporate

personnel and other charges that cannot be readily identified for allocation to a particular segment.

These items of our operating profit are managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the CODM, as well as the measure of segment performance used for incentive compensation purposes.

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

For the three months ended September 30, 2025

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

Revenue $ 160,609 $ 35,521 $ 4,036 $ 200,166 $ ( 4,617 ) $ 195,549

Selling, general & administrative expenses 20,377 6,856 918 28,151 5,327 33,478

Other Expenses 117,479 24,827 2,067 144,373 ( 2,683 ) 141,690

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

For the three months ended September 30, 2024

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

Revenue $ 149,845 $ 33,662 $ 3,276 $ 186,783 $ ( 4,089 ) $ 182,694

Selling, general & administrative expenses 18,056 7,334 831 26,221 6,979 33,200

Other Expenses 114,334 24,550 1,775 140,659 ( 3,023 ) 137,636

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

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

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

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Income (loss) from operations $ 10,420 $ 1,476 $ ( 11 ) $ 11,885 $ ( 7,203 ) $ 4,682

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

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

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Income (loss) from operations $ 6,515 $ 1,081 $ 327 $ 7,923 $ ( 8,935 ) $ ( 1,012 )

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.

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 March 31, 2026 and March 31, 2025, respectively.

Intersegment revenue related to sales between other segments was immaterial for the three months ended March 31, 2026 and March 31, 2025.

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

March 31, 2026 December 31, 2025

Intangible assets, net

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Total $ 37,690 $ 38,407

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

North America $ 413,029 $ 426,146

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Total $ 572,670 $ 578,781

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Long-lived assets

4 unchanged sentences

Total $ 316,596 $ 316,400

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

Refer to Note 2 - Revenue , for revenue by geographic area for the three months ended March 31, 2026 and 2025.

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