Mistras Group (MG) Proxy filing summary

Executive summary

• H.I.G.-affiliated funds agreed to acquire all shares for $20.35 in cash; transaction enterprise value is approximately $866 million, including outstanding debt.

• The 40-day go-shop period expired at 11:59 p.m. ET on October 27, 2026, with no alternative acquisition proposals received; closing is expected in late 2026 or early 2027, subject to closing conditions.

Voting matters and shareholder proposals

• A virtual special stockholder meeting is scheduled for November 24, 2026, to vote on the proposed transaction; proxy materials and cards were mailed to eligible stockholders.

• Completion is subject to stockholder approval and required regulatory approvals, among other customary closing conditions.

Board of directors and corporate governance

• At the board’s direction, Baird contacted or received inquiries from 122 third parties during the go-shop: 24 strategic companies and 98 financial sponsors; confidentiality agreements were signed with 40.