Mistras Group (MG) Proxy filing summary

Executive summary

• Agreement signed September 17, 2026: Athena Purchaser will acquire the target for $20.35 cash per share; the target survives as a wholly owned subsidiary.

• Closing is expected in late 2026 or early 2027; there is no financing condition. FTC early-terminated the HSR waiting period on October 22, 2026; other regulatory actions remain closing conditions.

• The $20.35 offer represented a 2.6% premium to the September 17 closing price of $19.84, and premiums of ~8% and ~13% to 30-day and 90-day VWAPs, respectively.

Voting matters and shareholder proposals

• Virtual special meeting: November 24, 2026, at 9:00 a.m. ET; October 19 record date, with 31,867,074 shares outstanding and one vote per share.

• Merger adoption requires a majority of outstanding shares; adjournment and advisory compensation approval each require a majority of shares present and entitled to vote at a quorate meeting.

• The board recommends FOR all three proposals. The compensation vote is nonbinding and is not a closing condition; abstentions count against each proposal.

• During the 40-day go-shop, Baird contacted 122 parties; 40 signed confidentiality agreements, and no acquisition proposals had been received as of the proxy date.

Board of directors and corporate governance

• The board unanimously found the merger fair and in stockholders’ best interests after considering alternatives, deal terms, risks, and Baird’s financial analysis.

• Baird opined that the $20.35 consideration was fair from a financial point of view to eligible common stockholders; its opinion was not a voting recommendation.

• At closing, Parent’s designees become directors of the surviving entity; existing officers continue, and current directors must resign effective at the merger’s effective time.