Form 4: CFO Prajzner's Tax Withholding on RSU Vesting

Mistras Group's Sr. EVP and CFO, Edward J. Prajzner, reported the withholding of 2,699 common shares for tax obligations related to restricted stock unit vesting.

Summary

• Edward J. Prajzner, Sr. EVP and CFO of Mistras Group, Inc. (MG), reported a transaction on January 5, 2026.
• The transaction involved the disposition of 2,699 shares of common stock at a price of $12.65 per share.
• These shares were withheld for the payment of tax liability resulting from the vesting of restricted stock units.
• Following this transaction, Prajzner beneficially owns 119,021 shares of common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.
• A Power of Attorney, dated September 18, 2025, grants authority to specific individuals to file SEC reports on behalf of Edward J. Prajzner.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-planned insider transaction related to executive compensation (RSU vesting and tax withholding). While not directly impacting company operations, the vesting of RSUs is a positive for the executive and indicates ongoing compensation practices. The future date of the transaction suggests forward planning.

Positives

• The disposition of shares for tax purposes indicates the vesting of restricted stock units, which is a positive event for the executive, representing earned compensation.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and compliant transaction.

Risks

• The Power of Attorney explicitly states that it does not relieve Edward J. Prajzner from responsibility for compliance with obligations under Section 13 or Section 16 of the Exchange Act, including reporting requirements and potential disgorgement of profits under Section 16(b).

Future Outlook

The filing reports a future planned transaction scheduled for January 5, 2026, involving the withholding of shares for tax liability related to restricted stock unit vesting, indicating anticipated RSU vesting around that date.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation and tax obligations, which is common across all industries for publicly traded companies with equity compensation plans. It does not provide specific industry-related insights.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction is a routine insider filing and is unlikely to have a significant direct impact on shareholders, beyond providing transparency into executive compensation and ownership.
• Employees: The vesting of restricted stock units is a form of equity compensation, which can be a positive for employee morale and retention if similar plans are available to other employees.

Next Steps

• The reported transaction is scheduled to occur on January 5, 2026.
• The Power of Attorney remains in effect for future SEC filings by Edward J. Prajzner.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned insider transaction for tax withholding related to restricted stock unit vesting. It does not provide new information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction is an expected part of executive compensation and compliance.

Keywords

Mistras Group, MG, Form 4, Insider Transaction, Edward J. Prajzner, CFO, Restricted Stock Units, RSU Vesting, Tax Withholding, Beneficial Ownership, Rule 10b5-1