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 to 30- and 90-day VWAP, and a 61% price appreciation since December 31, 2025.

• Transaction expected to close in late 2026 or early 2027, pending customary closing conditions, stockholder, and regulatory approvals.

• Includes a 40-day “go-shop” period expiring October 27, 2026, allowing the board to solicit alternative proposals.

Voting matters and shareholder proposals

• Special meeting to be called for stockholder approval of the proposed acquisition.

• Proxy statement to be filed with the SEC; stockholders urged to review all materials before voting.

Board of directors and corporate governance

• Board unanimously approved the merger agreement.

• Board, with advisors, authorized to seek alternative acquisition proposals during the go-shop period.