Mistras Group (MG) Proxy filing summary

Executive summary

• Entered into a definitive agreement for acquisition by H.I.G. Capital, transitioning to a private company upon closing in late 2026 or early 2027.

• Transaction aims to accelerate strategic growth, leveraging H.I.G.'s resources and experience in industrial and business services.

• No immediate operational changes; business continues as usual until deal closure, with ongoing communication and employee engagement.

• All outstanding shares and unvested RSUs to be paid out in cash at closing based on merger consideration.

• Forward-looking statements highlight risks related to deal completion, regulatory approvals, and potential business disruptions.

Voting matters and shareholder proposals

• Special meeting of stockholders will be called to approve the proposed transaction, with proxy materials to be filed and distributed.

• Stockholder approval and regulatory consents are required for the merger to proceed.

Board of directors and corporate governance

• Directors and executive officers may participate in proxy solicitation for the transaction.

• Information on board and executive ownership and interests will be disclosed in proxy filings.