Mistras Group (MG) Proxy filing summary

Executive summary

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

• Transaction aims to accelerate growth, expand service offerings, and maintain operational continuity during the transition.

• H.I.G. Capital brings over 30 years of investment experience and a strong track record in industrial and business services sectors.

• No immediate changes to products, services, or customer relationships are anticipated prior to transaction close.

Voting matters and shareholder proposals

• Special meeting of stockholders will be called to vote on the proposed merger with Athena Purchaser, LLC.

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

• Approval of the merger by stockholders is a key condition for transaction completion.

Board of directors and corporate governance

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

• Information on directors, executive officers, and their security ownership is available in recent SEC filings.