What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-07 · 234 added, 132 removed, 557 unchanged (40% of the section changed)

4 unchanged sentences

( in thousands, except share and per share data )

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

ASSETS (unaudited)

28 unchanged sentences

Additional paid-in capital 258,838 256,863

Retained earnings 9,241 6,853

Accumulated earnings 16,822 6,853

Accumulated other comprehensive loss ( 36,387 ) ( 29,111 )

9 unchanged sentences

( in thousands, except per share data )

Three months ended March 31,

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

2026 2025 2026 2025

Revenue $ 193,132 $ 185,405 $ 362,166 $ 347,020

4 unchanged sentences

Reorganization and other costs 1,527 2,951 2,002 6,038

Environmental expense, net ( 131 ) 540

Environmental expense 460 518 329 1,058

Research and engineering 243 269 464 568

Depreciation and amortization 2,547 1,986 5,046 4,312

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

Income from operations 12,946 8,428 17,628 7,416

Other income, net ( 1,013 ) — ( 1,945 ) —

Interest expense 4,138 4,239 7,017 7,563

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

Income (loss) before provision (benefit) for income taxes 9,821 4,189 12,556 ( 147 )

Provision (benefit) for income taxes 2,269 1,063 2,647 ( 105 )

3 unchanged sentences

$ 7,581 $ 3,017 $ 9,969 $ ( 169 )

Net income (loss) per common share:

Net income per common share:

Basic $ 0.24 $ 0.10 $ 0.31 $ —

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 March 31,

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

2026 2025 2026 2025

Net income (loss) $ 7,552 $ 3,126 $ 9,909 $ ( 42 )

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustments $ ( 3,495 ) $ 11,739 $ ( 7,403 ) $ 14,212

Comprehensive loss ( 1,551 ) ( 695 )

Comprehensive income (loss) 4,057 14,865 2,506 14,170

net income (loss) attributable to noncontrolling interest ( 29 ) 109 ( 60 ) 127

Foreign currency translation adjustments attributable to noncontrolling interests ( 127 ) ( 118 ) ( 127 ) ( 127 )

Comprehensive loss attributable to Mistras Group, Inc.

Comprehensive income attributable to Mistras Group, Inc.

$ 4,213 $ 14,874 $ 2,693 $ 14,170

6 unchanged sentences

Common stock Additional

paid-in capital Retained

earnings (accumulated deficit) Accumulated

paid-in capital Accumulated

earnings (deficit) Accumulated

comprehensive loss Total

2 unchanged sentences

Shares Amount Total equity

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

Net income (loss) — — — 7,581 — 7,581 ( 29 ) 7,552

Other comprehensive income (loss), net of tax — — — — ( 3,368 ) ( 3,368 ) ( 127 ) ( 3,495 )

Share-based payments — — 2,552 — — 2,552 — 2,552

Net settlement of restricted stock units 37 — ( 30 ) — — ( 30 ) — ( 30 )

Balance at June 30, 2026 31,854 $ 690 $ 258,838 $ 16,822 $ ( 36,387 ) $ 239,963 $ 213 $ 240,176

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

Net income — — — 3,017 — 3,017 109 3,126

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

Share-based payments — — 2,323 — — 2,323 — 2,323

Net settlement of restricted stock units 212 59 ( 73 ) — — ( 14 ) — ( 14 )

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

Six months ended

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

4 unchanged sentences

Net settlement of restricted stock units 287 191 ( 1,828 ) — — ( 1,637 ) — ( 1,637 )

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

Balance at June 30, 2026 31,854 $ 690 $ 258,838 $ 16,822 $ ( 36,387 ) $ 239,963 $ 213 $ 240,176

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

3 unchanged sentences

Net settlement of restricted stock units 528 63 ( 1,555 ) — — ( 1,492 ) — ( 1,492 )

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

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

3 unchanged sentences

(in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities

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Income taxes payable ( 1,054 ) ( 402 )

Net cash provided by operating activities 2,809 5,645

Net cash provided by (used in) operating activities 17,718 ( 3,619 )

Cash flows from investing activities

10 unchanged sentences

Taxes paid related to net share settlement of share-based awards ( 1,637 ) ( 1,492 )

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

Net cash (used in) provided by financing activities ( 11,236 ) 14,910

Effect of exchange rate changes on cash and cash equivalents ( 640 ) 1,765

15 unchanged sentences

Description of Business

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.

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 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 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.

The Company’s core capabilities 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.

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Recent Developments

On August 5, 2026, the Company entered into an amendment (the “Amendment”) to its Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment extended the maturity date of the revolving credit facility and term loan under the Credit Agreement from July 30, 2027 to July 28, 2028.

The terms related to the Amendment are described in Note 15 - Subsequent Events .

The global trade landscape continues to be highly volatile.

In 2025, the U.S.

During 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.

from various countries, many of which prompted reciprocal tariffs and other trade measures affecting U.S.

The ongoing tariff environment remains complex and continues to evolve as legal proceedings and trade negotiations progress.

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.

government relied upon to impose certain tariffs, does not authorize the imposition of tariffs.

Following that decision, the U.S.

Court of International Trade directed the U.S.

Customs and Border Protection ("CBP") to begin processing refunds of previously collected IEEPA tariffs, and during the second quarter of 2026, CBP commenced accepting and processing refund claims.

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

Supreme Court's ruling, the U.S.

administration implemented replacement tariffs under alternative statutory authorities, including Section 122 of the Trade Act of 1974, while also pursuing additional tariff actions under other existing trade authorities.

Certain of these replacement tariffs have also been challenged in court, and the related litigation remains ongoing.

On July 24, 2026, the U.S.

administration announced the implementation of

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.

additional tariffs ranging from 10% to 12.5% on imports from numerous trading partners under Section 301 of the Trade Act of 1974.

Accordingly, the ultimate scope, duration and financial impact of U.S.

trade measures 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 for us or our suppliers and could impact the import of materials by our 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 U.S.

and Iran, have contributed to increased volatility in global energy markets and broader macroeconomic uncertainty.

The conflict has increased uncertainty surrounding global energy supplies, international shipping routes and supply chains, contributing to fluctuations in oil and natural gas prices and increased costs for certain materials and transportation.

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.

32 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 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.

As of June 30, 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 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.

The Company’s effective income tax rate was approximately 23.1 % and 25.4 % for the three months ended June 30, 2026 and 2025, respectively.

The Company’s effective income tax rate was approximately 21.1 % and 71.4 % for the six months ended June 30, 2026 and 2025, respectively.

The effective income tax rate for the three months ended June 30, 2026, was higher than the statutory rate primarily due to limitations on the deductibility of certain compensation expenses.

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 an unfavorable discrete item related to stock compensation.

The effective income tax rate for the six months ended June 30, 2026, was higher than the statutory rate primarily due to limitations on the deductibility of certain compensation expenses.

The effective income tax rate for the six months ended June 30, 2025, 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.

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.

These tax reform provisions include the extension and modification of certain provisions of the Tax Cuts and Jobs Act and are 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 months ended March 31, 2026.

These provisions did not have a material impact on the Company’s financial statements for the three and six months ended June 30, 2026.

Recent Accounting Pronouncements

1 unchanged sentence

Expense Disaggregation Disclosures, to require disaggregation of certain expense captions into specified categories in disclosures within the notes of the financial statements.

The standard is effective for fiscal years beginning after December 31, 2026 and early adoption is permitted.

The standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The guidance is required to be applied prospectively and amendments in the ASU may be applied prospectively or retrospectively.

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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.

The amendments in

Mistras Group, Inc.

2 unchanged sentences

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

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

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

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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Revenue by industry was as follows:

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

Three Months Ended June 30, 2026 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 86,044 $ 8,219 $ 85 $ — $ 94,348

7 unchanged sentences

Total $ 156,629 $ 38,010 $ 3,918 $ ( 5,425 ) $ 193,132

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

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

Oil & Gas $ 92,634 $ 9,943 $ 239 $ — $ 102,816

7 unchanged sentences

Total $ 147,992 $ 39,077 $ 2,740 $ ( 4,404 ) $ 185,405

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

Six Months Ended June 30, 2026 North America International Products & Systems Corp/Elim Total

Oil & Gas $ 162,928 $ 16,713 $ 189 $ — $ 179,830

Aerospace & Defense 39,099 15,506 202 — 54,807

Industrials 23,650 14,732 722 — 39,104

Power Generation & Transmission 17,890 2,442 1,104 — 21,436

Other Process Industries 11,484 7,875 39 — 19,398

Infrastructure, Research & Engineering 17,035 7,901 2,579 — 27,515

Petrochemical 5,379 2,057 — — 7,436

Other 14,485 7,074 1,736 ( 10,655 ) 12,640

Total $ 291,950 $ 74,300 $ 6,571 $ ( 10,655 ) $ 362,166

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

Oil & Gas $ 178,365 $ 20,589 $ 426 $ — $ 199,380

Aerospace & Defense 30,855 13,295 256 — 44,406

Industrials 23,335 14,114 725 — 38,174

Power Generation & Transmission 12,544 3,082 820 — 16,446

Other Process Industries 12,378 8,916 8 — 21,302

Infrastructure, Research & Engineering 7,162 6,582 1,537 — 15,281

Petrochemical 5,635 111 — — 5,746

Other 6,620 5,602 2,059 ( 7,996 ) 6,285

Total $ 276,894 $ 72,291 $ 5,831 $ ( 7,996 ) $ 347,020

Revenue per key geographic location was as follows:

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

Three Months Ended June 30, 2026 North America International Products & Systems Corp/Elim Total

United States $ 134,348 $ 383 $ 2,387 $ ( 1,283 ) $ 135,835

3 unchanged sentences

Total $ 156,629 $ 38,010 $ 3,918 $ ( 5,425 ) $ 193,132

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

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

United States $ 129,011 $ 3,706 $ 1,268 $ ( 3,495 ) $ 130,490

3 unchanged sentences

Total $ 147,992 $ 39,077 $ 2,740 $ ( 4,404 ) $ 185,405

Contract Balances

Six Months Ended June 30, 2026 North America International Products & Systems Corp/Elim Total

United States $ 254,927 $ 810 $ 3,936 $ ( 3,030 ) $ 256,643

Other Americas 33,421 17 393 ( 3,464 ) 30,367

Europe 1,971 73,130 1,318 ( 4,145 ) 72,274

Asia-Pacific 1,631 343 924 ( 16 ) 2,882

Total $ 291,950 $ 74,300 $ 6,571 $ ( 10,655 ) $ 362,166

Mistras Group, Inc.

2 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

United States $ 243,344 $ 4,248 $ 2,641 $ ( 1,479 ) $ 248,754

Other Americas 30,617 2,846 228 ( 3,631 ) 30,060

Europe 1,645 63,914 1,201 ( 2,385 ) 64,375

Asia-Pacific 1,288 1,283 1,761 ( 501 ) 3,831

Total $ 276,894 $ 72,291 $ 5,831 $ ( 7,996 ) $ 347,020

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 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.

Revenue recognized during the six months ended June 30, 2026 and 2025 that was included in the contract liability balance at the beginning of the year was $ 5.9 million and $ 5.3 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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Share-Based Compensation

The Company grants share-based incentive awards to its eligible employees and non-employee directors under its 2016 Long-Term Incentive Plan (the "2016 Plan").

The Company grants share-based incentive awards to its eligible employees and non-employee directors under its Amended and Restated 2016 Long-Term Incentive Plan (the "2016 Plan").

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

At the annual shareholders meeting on May 19, 2026, the Company’s shareholders approved an amendment to increase the total number of shares that may be issued under the 2016 Plan by 1.7 million shares, for a total of 7.9 million shares that are authorized for issuance under the 2016 Plan, of which approximately 1,980,000 shares were available for future grants as of June 30, 2026.

Stock Options

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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,

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 June 30, 2026 (in thousands, except per share amounts and years):

Six Months Ended June 30,

Options Weighted

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685 $ 7.76 625 $ 7.58

Exerciseable at end of period:

Exercisable 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.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

The Company recognized $ 0.1 million and $ 0.5 million of share-based compensation expense related to stock options during the three months ended June 30, 2026 and 2025, respectively.

The Company recognized $ 0.2 million and $ 1.0 million of share-based compensation expense related to stock options during the six months ended June 30, 2026 and 2025, respectively.

As of the end of the current period, there is no remaining unrecognized share-based compensation expense related to stock options.

Stock Issuances to Non-Employee Directors

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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.

A summary of the fully-vested common stock issued by the Company to its non-employee directors, in connection with its non-employee director compensation during the six months ended June 30, 2026 and 2025 is as follows (in thousands):

Six months ended June 30,

Awards issued to non-employee directors 34 72

Grant date fair value of awards issued $ 575 $ 571

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.

For the three months ended June 30, 2026 and 2025, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to Restricted Stock Unit ("RSU") awards of $ 1.0 million and $ 0.9 million, respectively.

For the six months ended June 30, 2026 and 2025, the Company recognized share-based compensation expense within Selling, general and administrative expenses related to RSU awards of $ 1.7 million and $ 2.1 million, respectively.

No share-based compensation expense was recognized within Reorganization and other costs related to RSU awards for the three or six months ended June 30, 2026.

For the three and six months ended June 30, 2025, the Company recognized share-based compensation expense within Reorganization and other costs related to RSU awards of $ 0.5 million and $ 1.0 million respectively.

As of June 30, 2026, there was $ 9.0 million of unrecognized compensation costs related to RSU awards, which is expected to be recognized over a remaining weighted-average period of 2.8 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:

Three months ended March 31,

Restricted stock awards vested 342 451

Six months ended June 30,

Restricted stock unit awards vested 347 589

Fair value of awards vested $ 4,994 $ 5,596

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

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

Three months ended March 31,

Six months ended June 30,

Units Weighted

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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.

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(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.

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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.

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.

Mistras Group, Inc.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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

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

Three months ended March 31,

Six months ended June 30,

Units Weighted

8 unchanged sentences

606 $ 12.64 493 $ 9.93

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.

For the three months ended June 30, 2026 and 2025, the Company recognized aggregate share-based compensation expense related to the stock awards described above of approximately $ 1.0 million and $ 0.4 million, respectively.

For the six months ended June 30, 2026 and 2025, the Company recognized aggregate share-based compensation expense related to the stock awards described above of approximately $ 1.5 million and $ 0.6 million, respectively.

At June 30, 2026, there was $ 5.9 million of total unrecognized compensation costs related to approximately 606,000 non-vested PRSUs, which is expected to be recognized over a remaining weighted-average period of 2.8 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:

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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 (loss) per share:

Three months ended March 31,

Basic earnings (loss) per share

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

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

2026 2025 2026 2025

Basic earnings per share

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

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Weighted average common shares outstanding 31,831 31,439 31,725 31,268

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

Diluted earnings (loss) per share:

Basic earnings per share $ 0.24 $ 0.10 $ 0.31 $ —

Diluted earnings per share:

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

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707 163 742 —

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

32,924 31,693 32,822 31,268

(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.

Diluted earnings per share $ 0.23 $ 0.10 $ 0.30 $ —

_______________

(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 per share.

For the six months ended June 30, 2026, 6,000 shares related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings 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 per share due to the net loss for the period.

Accounts Receivable, net

Accounts receivable consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Trade accounts receivable - billed $ 135,069 $ 133,100

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Inventories consist of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials and consumable supplies $ 11,388 $ 9,252

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Land $ 2,459 $ 2,470

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Property, plant and equipment, net $ 100,241 $ 93,164

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

Depreciation expense for the three months ended June 30, 2026 and 2025 was approximately $ 6.2 million and $ 6.1 million, respectively.

Depreciation expense for the six months ended June 30, 2026 and 2025 was $ 12.3 million and $ 12.1 million, respectively.

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

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Foreign currency translation ( 2,628 ) — — ( 2,628 )

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 March 31, 2026, the Company did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.

Balance at June 30, 2026 $ 182,201 $ — $ — $ 182,201

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 that the fair value of a reporting unit may be less than its carrying amount.

The Company performed a quantitative annual impairment test as of October 1, 2025 and concluded that the fair value of each reporting unit exceeded its carrying amount.

Additionally, through June 30, 2026, the Company did not identify any changes in circumstances that would indicate impairment of goodwill.

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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(Years) Gross

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Total $ 196,655 $ ( 158,595 ) $ 38,060 $ 195,018 $ ( 156,611 ) $ 38,407

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

Amortization expense for the three months ended June 30, 2026 and 2025 was approximately $ 2.0 million and $ 1.6 million, respectively.

Amortization expense for the six months ended June 30, 2026 and 2025 was $ 4.0 million and $ 3.4 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued salaries, wages and related employee benefits $ 30,732 $ 30,391

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Long-term debt consisted of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Senior credit facility $ 79,950 $ 79,250

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Long-term debt, net of current portion $ 159,264 $ 165,143

Senior Credit Facility

Mistras Group, Inc.

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

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 $ 93.6 million as of March 31, 2026.

Senior Credit Facility

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

dollar currencies and to use up to $ 20 million of the credit limit for the issuance of letters of credit.

Both the revolving line of credit and the term loan under the Credit Agreement have a maturity date of July 30, 2027.

As of June 30, 2026, both the revolving line of credit and the term loan under the Credit Agreement had a maturity date of July 30, 2027, which was subsequently extended to July 28, 2028.

The Credit Agreement has the following key terms, conditions and financial covenants:

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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 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.

As of June 30, 2026, the Company had borrowings of $ 170.5 million and a total of $ 3.8 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 June 30, 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 its maturity date.

As of June 30, 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

Refer to Note 15 - Subsequent Events for details regarding the Amendment to the Credit Agreement.

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 June 30, 2026, there was an aggregate of approximately $ 1.6 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 the meantime, the DEQ Proceeding is ongoing.

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.

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

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.

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”).

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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 March 31, 2026 is approximately $ 2.1 million, which was incurred in 2018 and 2019.

The balance of the estimated total amount of this potential liability as of June 30, 2026 is approximately $ 2.1 million, which was incurred in 2018 and 2019.

Segment Disclosure

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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, 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 March 31, 2026

For the three months ended June 30, 2026

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

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Income (loss) from operations $ 17,753 $ 3,019 $ 676 $ 21,448 $ ( 8,502 ) $ 12,946

For the three months ended March 31, 2025

For the three months ended June 30, 2025

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

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Income (loss) from operations $ 16,758 $ 4,004 $ 336 $ 21,098 $ ( 12,670 ) $ 8,428

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.

For the six months ended June 30, 2026

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

Revenue $ 291,950 $ 74,300 $ 6,571 $ 372,821 $ ( 10,655 ) $ 362,166

Selling, general & administrative expenses 44,737 16,201 1,792 62,730 12,978 75,708

Other Expenses 219,040 53,604 4,115 276,759 ( 7,929 ) 268,830

Income (loss) from operations $ 28,173 $ 4,495 $ 664 $ 33,332 $ ( 15,704 ) $ 17,628

For the six months ended June 30, 2025

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

Revenue $ 276,894 $ 72,291 $ 5,831 $ 355,016 $ ( 7,996 ) $ 347,020

Selling, general & administrative expenses 41,683 15,066 1,620 58,369 17,076 75,445

Other Expenses 211,938 52,140 3,548 267,626 ( 3,467 ) 264,159

Income (loss) from operations $ 23,273 $ 5,085 $ 663 $ 29,021 $ ( 21,605 ) $ 7,416

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 $ 0.5 million of sales to the International segment, which were eliminated upon consolidation, for the three months ended June 30, 2026 and 2025, respectively.

Products and Systems segment revenue was comprised of approximately $ 1.1 million and $ 1.5 million of sales to the International segment, which were eliminated upon consolidation, for the six months ended June 30, 2026 and 2025, respectively.

Intersegment revenue related to sales between other segments was immaterial for each of the three and six month periods ended June 30, 2026 and 2025.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Intangible assets, net

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Total $ 38,060 $ 38,407

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

North America $ 434,680 $ 426,146

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Total $ 584,122 $ 578,781

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Long-lived assets

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Total $ 320,503 $ 316,400

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

Refer to Note 2 - Revenue , for revenue by geographic area for the three and six months ended June 30, 2026 and 2025.

Subsequent Events

On August 5, 2026, the Company entered into an amendment (the "Amendment") to its Credit Agreement dated August 1, 2022, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment extended the maturity date of the Company’s $ 190.0 million revolving credit facility and approximately $ 90.6 million term loan under the Credit Agreement from July 30, 2027 to July 28, 2028.

In connection with the Amendment, the Company incurred an extension fee equal to a total of 0.15 % of the aggregate committed amount of the revolving credit facility and term loan held by participating lenders.

There were no other changes to the material terms of the Credit Agreement, including the applicable interest rate provisions and financial covenants, which remained substantially unchanged.

Refer to Note 11 - Long-Term Debt for more details regarding the terms of the Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

Mistras Group, Inc.

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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