MG

• GAAP net income for Q2 2026 was $7.6 million, or $0.23 per diluted share, versus $3.0 million ($0.10 per share) in Q2 2025.
• Adjusted EBITDA (non-GAAP) for Q2 2026 was $25.8 million, up 7.0%, with margin of 13.3%.
• First half 2026 revenue was $362.2 million, up 4.4%; GAAP net income was $10.0 million ($0.30 per diluted share).
• Company raised full-year 2026 guidance to revenue of $740.0-$755.0 million and Adjusted EBITDA of $92.0-$95.0 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Mistras Group held its 2026 annual shareholders meeting on May 19, 2026.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026 (29,907,768 for, 164,402 against).
• The amendment to the 2016 Long-Term Incentive Plan was approved (25,998,434 for, 504,542 against).
• The advisory vote on executive compensation was approved (26,123,604 for, 212,125 against).

5.07 Submission of Matters to a Vote of Security Holders

• Gross profit margin expanded 120 basis points to 26.5%.
• GAAP net income was $2.4 million, or $0.07 per diluted share, versus a net loss of $3.2 million in the prior year.
• Adjusted EBITDA rose 18.7% to $14.3 million, with margin up 110 basis points to 8.5%.
• Company reaffirmed full-year 2026 guidance: revenue $730.0M-$750.0M and adjusted EBITDA $91.0M-$93.0M.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Q4 net income was $3.9 million, or $0.12 per diluted share; Adjusted EBITDA hit a record $24.8 million, up 18.2%.
• Full-year 2025 revenue was $724.0 million, with net income of $16.8 million ($0.53 per diluted share) and record Adjusted EBITDA of $91.1 million.
• Full-year income from operations before special items (non-GAAP) was $55.0 million, up from $46.2 million in 2024.
• The company will provide 2026 guidance on its March 5, 2026 conference call.
• Net debt was $150.0 million at year-end 2025, with a bank-defined leverage ratio of approximately 2.5X.
• Free cash flow (non-GAAP) for 2025 was $3.8 million, down from $27.1 million in 2024.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gross profit rose 19.0% to $58.2 million, with gross margin expanding 300 basis points to 29.8%.
• Net income was $13.1 million, or $0.41 per diluted share, up from $6.4 million, or $0.20 per diluted share, in the prior year period.
• Adjusted EBITDA reached a record $30.2 million, up 29.6% from $23.3 million, with margin expanding 270 basis points to 15.4%.
• The company raised its full-year 2025 Adjusted EBITDA guidance to $86.0-$88.0 million, and expects revenue of $716.0-$720.0 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On September 8, 2025, the Compensation Committee granted CEO Natalia Shuman 25,000 restricted stock units (RSUs) and options to purchase 35,000 shares of common stock.
• The options have an exercise price of $9.71 (the September 8, 2025 NYSE closing price), become exercisable on or after September 8, 2026, and expire 10 years after the grant date.
• The awards were granted because the Board wanted the CEO to have stock ownership to align with shareholders, noting Shuman had not received equity upon starting her role 8 months earlier.
• The award agreements are filed as exhibits 10.1 and 10.2 to the 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Gross profit rose 5.1% to $53.9 million, with gross margin expanding 200 basis points to 29.1%.
• Net income was $3.0 million ($0.10 per diluted share), down from $6.4 million ($0.20) in the prior-year quarter.
• Adjusted EBITDA reached an all-time second-quarter high of $24.1 million, up 8.9% from $22.1 million, with margin up 130 basis points to 13.0%.
• The company expects 2025 Adjusted EBITDA to exceed 2024 levels but is not providing full-year guidance.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Annual shareholders meeting held May 19, 2025; all seven board nominees elected for one-year terms.
• Ratified PricewaterhouseCoopers LLP as independent auditor for 2025 with 28,881,623 votes for.
• Advisory vote on executive compensation approved with 25,202,357 votes for.
• Reported under Item 5.07 as a submission of matters to a vote of security holders.

5.07 Submission of Matters to a Vote of Security Holders