Mistras Group to be acquired by H.I.G. Capital for $20.35 per share in cash

On September 17, 2026, Mistras Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Athena Purchaser, LLC, a Delaware limited liability company (“Parent”), and Athena Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). Parent and Acquisition Sub are controlled by funds affiliated with H.I.G. Capital.

Under certain circumstances, including the Company terminating the Merger Agreement to enter into an agreement with respect to a superior proposal, the Company will pay Parent a termination fee of approximately $27.5 million (the “Company Termination Fee”). If the termination relates to a superior proposal during the Go-Shop Period, a reduced termination fee equal to 50% of the full Company Termination Fee will be payable. In certain other circumstances, including the Company terminating the Merger Agreement due to a willful and material breach by Parent or Acquisition Sub or the failure by Parent and Acquisition Sub to close when required, Parent will pay the Company a termination fee of approximately $49.9 million (the “Parent Termination Fee”).

approved cash retention bonus awards for certain key employees of the Company, including the following named executive officers: Natalia Shuman, President and Chief Executive Officer ($750,000); Edward J. Prajzner, Senior Executive Vice President and Chief Financial Officer ($425,000); Gennaro D’Alterio, Executive Vice President and Chief Commercial Officer ($245,000); and Hani Hammad, Executive Vice President and Chief Operating Officer ($425,000).

The awards granted under the Retention Agreements will vest and become payable as follows: (i) 50.0% at the Effective time; and (ii) 50.0% on the 12-month anniversary of the Effective Time, in each case, subject to the recipient’s continued employment through the applicable vesting date.

if a recipient’s employment is terminated following the Effective Time (i) without Cause (as defined in the applicable recipient’s employment agreement) or (ii) due to the recipient’s resignation for Good Reason (as defined in the applicable recipient’s employment agreement), then the unvested portion of such recipient’s award will vest and become payable in full, subject to the recipient’s timely execution and non-revocation of a general release of claims.

On September 18, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement.

The shares of Company Common Stock covered by Voting Agreements constitute approximately 31% of the issued and outstanding shares of Company Common Stock.

The Voting Agreements will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the Outside Date (as defined in the Merger Agreement), (iv) with respect to any individual Voting Agreement, the mutual written consent of the stockholder and Parent, and (v) the effectiveness of any amendment to the Merger Agreement that reduces the amount or changes the form of the Merger Consideration or materially delays or imposes any additional material restrictions or conditions on the payment of the Merger Consideration.

MISTRAS Group, Inc. (NYSE: MG) (“MISTRAS” or the “Company”), a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, today announced that it had entered into a definitive agreement to be acquired by affiliates of H.I.G. Capital (“H.I.G.”), a leading global alternative investment firm with $75 billion of capital under management, in an all-cash transaction, representing an enterprise value of approximately $866 million, including outstanding debt.

Under the terms of the agreement, MISTRAS stockholders will receive $20.35 per share in cash for each share of common stock they own.

The definitive agreement includes a 40-day “go-shop” period expiring at 11:59 p.m. Eastern Time on October 27, 2026, during which time the Company’s Board of Directors, with the assistance of its financial advisor Baird, are permitted to actively initiate, solicit and consider alternative acquisition proposals from third parties.

H.I.G. affiliates have entered into voting and support agreements with holders of approximately 31% of the Company’s common stock, under which these stockholders have agreed to vote all owned shares in favor of the transaction.