Vahaviolos Aspasia Felice 4

What Happened

Aspasia F. Vahaviolos, a reported 10% owner of Mistras Group, Inc. (MG), transferred (gifted) 5,251,358 shares on December 31, 2025. The transaction is reported as a gift at $0.00 per share (total reported value $0). This was a gift to the "2025 2‑Year Irrevocable Grantor Retained Annuity Trust of Aspasia F. Vahaviolos" (a GRAT), not an open‑market sale or purchase.

Key Details

• Transaction date: 2025-12-31; Form 4 filed: 2026-02-27 (late filing).
• Transaction type/code: G = Gift; reported price: $0.00; shares transferred: 5,251,358.
• Shares owned after transaction: not specified in the provided filing.
• Gift recipient: a 2‑year irrevocable GRAT. Mrs. Vahaviolos retains an interest in the original principal and will receive annuity payments (which may be paid in shares if the GRAT retains them).
• Remaining shares held by the GRAT after annuity payments will be distributed to the GRAT beneficiaries when it terminates in two years.
• The GRAT trustee is Mrs. Vahaviolos’ daughter (who does not reside with her) and will have sole voting and disposition power over the shares held by the GRAT.
• The filing notes the GRAT will be subject to the issuer’s insider‑trading compliance policy because the trustee holds a managerial position with the issuer.

Context

• Gifts are commonly used for estate and tax planning and do not necessarily indicate the insider’s view of the company’s prospects. They are not the same signal as an insider purchase (which many investors view as more bullish).
• Because Mrs. Vahaviolos is a 10% owner, the transfer is a reportable Section 16 transaction; the late filing reduces the timeliness of disclosure and could carry regulatory or administrative consequences.
• The GRAT structure means the insider may receive annuity payments and beneficiaries may ultimately receive remaining shares after two years; voting/disposition control rests with the trustee while the shares are in the trust.