Mistras Group (MG) Proxy filing summary

Executive summary

• Entered into a definitive agreement for acquisition by H.I.G. Capital in an all-cash transaction valued at approximately $866 million, including debt.

• Stockholders to receive $20.35 per share, reflecting an 8% and 13% premium over 30- and 90-day VWAP, and a 61% price appreciation since December 31, 2025.

• Transaction unanimously approved by the board and expected to close in late 2026 or early 2027, pending customary closing conditions and regulatory approvals.

Voting matters and shareholder proposals

• Special meeting of stockholders will be called to vote on the proposed acquisition.

• Proxy materials, including preliminary and definitive proxy statements, will be filed and distributed to stockholders.

• A 40-day "go-shop" period allows the board to solicit alternative acquisition proposals until October 27, 2026.

Board of directors and corporate governance

• Board of directors unanimously approved the merger agreement.

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