exfilingfees

CALCULATION OF FILING FEE TABLE

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type

Security Class Title

Fee Calculation or
Carry Forward Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried
Forward

Newly Registered Securities

Fees to
Be Paid

Equity(1)

Common Stock,

par value $.01 per share, reserved for issuance

Rule 457(h)

2,200,000

$17.70

$38,940,000

0.00013810

$5,377.61

Carry Forward Securities

Carry
Forward Securities

Total Offering Amounts

$5,377.61

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$5,377.61

(1)This Registration Statement registers 2,200,000 additional shares of common stock, par value $.01 per share (“Common Stock”), of Mistras Group, Inc. (the “Company”) reserved and available for issuance under the Mistras Group, Inc. 2016 Long-Term Incentive Plan, as amended and restated as of March 27, 2024 and as further amended (the “Plan”), which includes 500,000 shares to allow for the recycling of shares back into the Plan in connection with share withholding or expirations, cancellations, forfeitures, or similar events with respect to Plan awards. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of any stock splits, stock dividends or other similar transactions.

Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purpose of calculating the amount of the registration fee. The price shown is based upon the average of the high and low prices of the Company’s Common Stock, as reported on the New York Stock Exchange on June 3, 2026 (rounded to the nearest cent).

Entity Central Index Key

0001436126

Fee Exhibit Type

EX-FILING FEES

Offset Table

N/A