Mistras Group (MG) Proxy filing summary

Executive summary

• Merger agreement signed September 17, 2026 with Athena Purchaser, LLC, controlled by H.I.G.-affiliated funds; consideration is $20.35 per share in cash, without interest and subject to withholding. Closing expected late 2026 or early 2027, subject to conditions.

• The Board unanimously found the transaction fair and in stockholders’ best interests; Baird delivered a September 17, 2026 opinion that the consideration was fair from a financial point of view.

• The $20.35 offer represents a 2.6% premium to the September 17 closing price, ~8% to 30-day VWAP, ~13% to 90-day VWAP, and 61% appreciation since December 31, 2025.

Voting matters and shareholder proposals

• Stockholders will vote on merger adoption, adjournment if needed to solicit proxies, and a non-binding advisory vote on merger-related named executive officer compensation; the Board recommends FOR all three.

• Merger adoption requires a majority of outstanding shares; abstentions, broker non-votes and failure to vote have the same effect as AGAINST. Adjournment and compensation require a majority of voting power present and entitled to vote.

• Voting agreements cover 9,228,032 shares, or 29.0% of outstanding shares as of October 8, 2026, committed to support the merger, subject to agreement terms.

Board of directors and corporate governance

• After considering standalone prospects, alternatives and transaction terms, the Board unanimously approved the merger and recommended stockholder adoption.

• The 40-calendar-day go-shop runs through October 27, 2026. By October 14, Baird had contacted 121 potential buyers and 38 had signed confidentiality agreements.

• At closing, Parent-designated directors will govern the surviving entity; current officers will remain in office, and current directors are to resign effective at the merger’s effective time.