Mistras Group (MG) investor relations material

Executive summary

• Announced agreement for acquisition by H.I.G. Capital, with closing expected in late 2026 or early 2027, subject to shareholder and regulatory approvals.

• Transaction will result in the company becoming a privately held subsidiary of H.I.G., ending public trading of its shares.

• H.I.G. brings experience in supporting industrial and business services growth, aligning with the company's Vision2030 strategy.

• No immediate changes to operations, compensation, or benefits until transaction close; business continues as usual.

• Forward-looking statements highlight potential risks, including regulatory approvals, shareholder votes, and possible business disruptions.

Voting matters and shareholder proposals

• Shareholder approval is required for the merger; a special meeting will be called to vote on the transaction.

• Proxy materials, including a definitive proxy statement and proxy card, will be distributed to all eligible shareholders.

• Investors are urged to review all proxy materials and related filings before voting.

Board of directors and corporate governance

• Directors and executive officers may be considered participants in the proxy solicitation for the merger.

• Information on directors and officers, including ownership, is available in recent SEC filings.