On behalf of the Board of Directors (the “Board”) of Mistras Group, Inc. (NYSE: MG) (the “Company,” “we,” “us,” or “our”), we are pleased to invite you to attend a special meeting of stockholders (the “Special Meeting”) of the Company. The Special Meeting will be held virtually on [•], 2026, at [•] [a.m.][p.m.] Eastern Time. You will be able to attend and participate in the Special Meeting by visiting [•].

On September 17, 2026, 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, LLC. Subject to the terms and conditions of the Merger Agreement, Acquisition Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (such transaction being referred to herein as the “Merger”). If the Merger is completed, you will be entitled to receive $20.35 per share of common stock of the Company, par value $0.01 per share (referred to herein as “Common Stock”), in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”), that you own (unless you are entitled to and have properly demanded statutory appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware, as amended, and such demand is not effectively withdrawn or lost).

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

The Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, and has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, directed the submission of the Merger Agreement to the Company’s stockholders for adoption, and made its recommendation as described herein. Accordingly, the Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal and “FOR” the Compensation Proposal.

Your vote is very important, regardless of the number of shares of Common Stock you own. Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Proposal. Accordingly, a failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” the Merger Proposal. If you sign and return your proxy card without indicating how you want to vote, your proxy will be voted “FOR” the Merger Proposal, “FOR” the Adjournment Proposal and “FOR” the Compensation Proposal.

The Special Meeting will be held entirely online via live webcast. You will be able to attend the Special Meeting, submit your questions during the meeting and vote your shares electronically during the meeting by visiting [•] and using the control number included on your proxy card or voting instruction form. We encourage you to log in to the virtual meeting platform at least 15 minutes before the start of the Special Meeting to ensure that you are connected.

The proxy statement accompanying this letter provides detailed information about the Special Meeting, the Merger Agreement and the proposed Merger. We encourage you to read the entire proxy statement, including all of its appendices, carefully and in its entirety. You may also obtain additional information about the Company from documents that we have filed with the U.S. Securities and Exchange Commission (the “SEC”).

If you have any questions or need assistance voting your shares of Common Stock, please contact D.F. King & Co., Inc., our proxy solicitor, by calling toll-free at 888-605-1957.

On behalf of the Board, thank you for your continued support.

This proxy statement is dated [•], 2026, and is first being mailed to stockholders of Mistras Group, Inc. on or about [•], 2026.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, passed upon the merits or fairness of such transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Mistras Group, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), will be held virtually on [•], 2026, at [•] [a.m.][p.m.] Eastern Time. The Special Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/MG2026SM (the “Virtual Special Meeting Website”). There will be no physical location for the Special Meeting, and you will only be able to attend the Special Meeting via the Virtual Special Meeting Website. The details of the Special Meeting are as follows:

To attend the Special Meeting, please visit the Virtual Special Meeting Website. You will be asked to provide the control number located on your proxy card or voting instruction form. You will not be able to attend the Special Meeting in person. A complete list of stockholders entitled to vote at the Special Meeting will be open to the examination of any stockholder, for any purpose germane to the Special Meeting, during ordinary business hours for a period of at least 10 days prior to the Special Meeting at our principal executive offices located at 195 Clarksville Road, Princeton Junction, New Jersey 08550, and during the Special Meeting on the Virtual Special Meeting Website at www.virtualshareholdermeeting.com/MG2026SM.

The Special Meeting is being held for the following purposes:

The board of directors of the Company (the “Board”) has fixed [•], 2026 as the record date (the “Record Date”) for determining stockholders entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only holders of record of shares of Common Stock at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

The accompanying proxy statement contains, among other things, detailed information about the Merger Proposal, the Adjournment Proposal and the Compensation Proposal. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety.

The affirmative vote of the holders of a majority of the shares of Common Stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. Approval of the Adjournment Proposal and Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Common Stock present, by attendance via the Virtual Special Meeting Website, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal and the Compensation Proposal, at a meeting at which a quorum is present. If a quorum is not present at the Special Meeting, the Bylaws provide that either the chairperson of the Special Meeting or the stockholders entitled to vote at the Special Meeting, present by attendance via the Virtual Special Meeting Website or represented by proxy, may adjourn the Special Meeting from time to time, without notice other than announcement at the Special Meeting, until a quorum is present or represented. An adjournment for lack of a quorum does not require approval of the Adjournment Proposal. At any adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the Special Meeting as originally noticed. In addition, subject to the terms of the Merger Agreement, under the Bylaws, the chairperson of the Special Meeting has the authority to recess and/or adjourn the Special Meeting for any or no reason, whether or not a quorum is present.

Your vote is very important, regardless of the number of shares of Common Stock that you own.

The failure of any stockholder of record to vote via the Virtual Special Meeting Website at the Special Meeting or to submit a proxy will have the same effect as a vote “AGAINST” the Merger Proposal but will have to no effect on the Adjournment Proposal or the Compensation Proposal. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or other nominee. The failure to do so will have the same effect as a vote “AGAINST” the Merger Proposal, but, assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, the Adjournment Proposal and the Compensation Proposal. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” such proposal.

The holders of a majority of the voting power of the shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting, present by attendance via the Virtual Special Meeting Website or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or other nominee receives no instructions regarding how to vote on any of the proposals before the Special Meeting will not be counted as present at the Special Meeting for quorum purposes. Shares held in “street name” for which the applicable broker, bank or other nominee receives instructions regarding how to vote on at least one of the proposals before the Special Meeting will be counted as present at the Special Meeting for quorum purposes.

Stockholders who do not vote in favor of the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), will have the right to seek appraisal of the fair value of their shares of Common Stock, as determined in accordance with Section 262 of the DGCL. This notice and the accompanying proxy statement constitute the notice to stockholders of the availability of appraisal rights required by Section 262(d)(1) of the DGCL. In addition to not voting in favor of the Merger Proposal, any stockholder wishing to exercise its appraisal rights must deliver a written demand for appraisal to the Company before the vote on the Merger Proposal and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix D to the accompanying proxy statement and is incorporated by reference therein.

The Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders. The Board has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby.

The Board unanimously recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Ensure that your shares of Common Stock are voted at the Special Meeting by submitting your proxy or, if your shares of Common Stock are held in “street name” through a broker, bank or other nominee, by contacting your broker, bank or other nominee. If you do not submit a proxy, vote via the Virtual Special Meeting Website at the Special Meeting or instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal.

If your shares of Common Stock are registered directly in your name: If you are a stockholder of record, you may submit a proxy to vote your shares of Common Stock over the Internet, by telephone or by mail. Please follow the instructions on the enclosed form of proxy.

If your shares of Common Stock are held in the name of a broker, bank or other nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of Common Stock. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares of Common Stock in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to submit a signed proxy card, fail to attend the Special Meeting via the Virtual Special Meeting Website or, if you hold your shares through a broker, bank or other nominee, fail to provide voting instructions to your broker, bank or other nominee, your shares of Common Stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you hold your shares of Common Stock through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote via the Virtual Special Meeting Website at the Special Meeting. A stockholder of record may revoke their proxy at any time before it is voted at the Special Meeting by (i) submitting a new proxy bearing a later date over the Internet or by telephone by the applicable deadline or by mail so that it is received by 11:59 p.m. Eastern Time on the day before the Special Meeting, (ii) delivering a written notice of revocation so that it is received by our Secretary by 11:59 p.m. Eastern Time on the day before the Special Meeting, or (iii) attending the Special Meeting and voting via the Virtual Special Meeting Website, pursuant to the instructions set forth in “The Special Meeting—Revocability of Proxies” beginning on page 27 of this proxy statement. Attendance at the Special Meeting via the Virtual Special Meeting Website alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Common Stock, please contact our proxy solicitor:

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE VIRTUAL SPECIAL MEETING WEBSITE, PLEASE COMPLETE, DATE, SIGN AND RETURN A PROXY CARD, VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE ON HOW TO VOTE YOUR SHARES USING THE VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK OR OTHER NOMINEE, AS PROMPTLY AS POSSIBLE.

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the preceding section of this proxy statement entitled “Summary” beginning on page 1 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the other documents incorporated by reference herein, which you should read carefully and in their entirety.

The enclosed proxy is solicited on behalf of the Board for use at the Special Meeting of stockholders or at any adjournments or postponements thereof.

The Special Meeting will be held virtually on [•], 2026, at [•] [a.m.][p.m.] Eastern Time, unless the Special Meeting is postponed or adjourned. The Special Meeting will be conducted via live audio webcast at www.virtualshareholdermeeting.com/MG2026SM. There will be no physical location for the Special Meeting.

You will be able to attend and participate in the Special Meeting by visiting www.virtualshareholdermeeting.com/MG2026SM where you will be able to submit questions and, if you are a stockholder of record (or hold a legal proxy from your broker, bank or other nominee), vote electronically and submit questions. You will be asked to provide the control number located on your proxy card or voting instruction form. Please be sure to follow the instructions on your proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email.

At the Special Meeting, stockholders will be asked to consider and vote upon the following proposals:

The Board has fixed [•], 2026, as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting.

As of the Record Date, there were [•] shares of Common Stock issued and outstanding. Each share of Common Stock entitles the holder thereof to one vote on each matter properly brought before the Special Meeting. The Company has no other class of stock outstanding entitled to vote at the Special Meeting. There is no cumulative voting.

Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting or at any adjournments or postponements thereof. Each holder of record of Common Stock on the Record Date will be entitled to one vote for each share of Common Stock held as of the Record Date on each proposal submitted to our stockholders for approval at the Special Meeting. If you sell or transfer your shares of Common Stock after the Record Date but before the Special Meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Common Stock, but you will retain your right to vote those shares at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 195 Clarksville Road, Princeton Junction, New Jersey 08550, during regular business hours for a period of at least 10 days before the Special Meeting and on the Virtual Special Meeting Website during the Special Meeting.

The holders of a majority of the voting power of the shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting, present by attendance via the Virtual Special Meeting Website or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. On the Record Date, there were [•] shares of Common Stock issued and outstanding and entitled to vote. As a result, [•] shares of Common Stock must be present by attendance via the Virtual Special Meeting Website or represented by proxy to constitute a quorum. Shares that abstain on one or more of the proposals to be considered at the Special Meeting will be counted as present for purposes of determining the existence of a quorum. Because each of the Merger Proposal, the Adjournment Proposal and the Compensation Proposal is a “non-routine” matter, a broker, bank or other nominee that does not receive voting

instructions from the beneficial owner with respect to any of the proposals will have no discretionary authority to vote those shares on any matter, and those shares will not be counted as present at the Special Meeting for quorum purposes. Shares for which a broker, bank or other nominee receives voting instructions with respect to one or more, but not all, of the proposals will be counted as present at the Special Meeting for quorum purposes.

If a quorum is not present at the Special Meeting, the Bylaws provide that either the chairperson of the Special Meeting or the stockholders entitled to vote at the Special Meeting, present by attendance via the Virtual Special Meeting Website or represented by proxy, may adjourn the Special Meeting from time to time, without notice other than announcement at the Special Meeting, until a quorum is present or represented. An adjournment for lack of a quorum does not require approval of the Adjournment Proposal. At any adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the Special Meeting as originally noticed. In addition, under the Bylaws, the chairperson of the Special Meeting has the authority to recess and/or adjourn the Special Meeting, whether or not a quorum is present and whether or not the Adjournment Proposal is approved, subject to the limits in the Merger Agreement, under which the Company may not postpone or adjourn the Special Meeting more than two times for lack of a quorum, or by more than 10 business days for any event giving rise to such postponement or adjournment, without Parent’s prior written consent. See “The Merger Agreement—Stockholder Meeting; Proxy Statement.”

When the Special Meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place, if any, of the adjourned meeting, and the means of remote communication by which stockholders and proxy holders may be deemed present in person and vote at the adjourned meeting, are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

The following vote of the Company’s stockholders is required to approve each of the proposals:

As of the Record Date, the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders generally. For a description of these interests, see the section of this proxy statement entitled “The Merger—Interests of the Directors and Executive Officers of the Company in the Merger.”

The Voting Agreement Stockholders, which include each of the Company’s directors and named executive officers and certain other stockholders, have entered into Voting Agreements with Parent pursuant to which they have agreed, among other things, to vote shares of Common Stock representing approximately 29.0% of the outstanding shares of Common Stock in favor of the adoption of the Merger Agreement. For additional information, see “The Merger—Voting Agreements.”

If your shares of Common Stock are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you may submit your proxies by following the instructions on the proxy card:

If you sign and return your proxy card without indicating how you want to vote, your proxy will be voted “FOR” the Merger Proposal, “FOR” the Adjournment Proposal, and “FOR” the Compensation Proposal.

You are encouraged to vote by proxy even if you plan to attend the Special Meeting via the Virtual Special Meeting Website. If you attend the Special Meeting and vote via the Virtual Special Meeting Website, your vote via the Virtual Special Meeting Website will revoke any proxy previously submitted.

If your shares of Common Stock are held in “street name” through a broker, bank or other nominee, you may provide voting instructions through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or over the Internet or by telephone through your broker, bank or other nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee. Under the rules of the NYSE, each of the Merger Proposal, the Adjournment Proposal and the Compensation Proposal is a “non-routine” matter, and brokers, banks and other nominees therefore have no discretionary authority to vote on any matter to be considered at the Special Meeting. Accordingly, broker non-votes are expected to arise only in the limited circumstance in which a beneficial owner provides voting instructions with respect to one or more, but not all, of the proposals. If you hold your shares in “street name” and you do not provide voting instructions with respect to any of the proposals, your shares will not be represented at the Special Meeting and will not be counted for purposes of determining whether a quorum is present. Failure to provide instructions will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the Adjournment Proposal or the Compensation Proposal.

You have the right to change or revoke your proxy at any time before the final vote at the Special Meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

Please note that to be effective, a new proxy submitted by mail or a written notice of revocation must be received by our Secretary by 11:59 p.m. Eastern Time on the day before the Special Meeting, and a new proxy submitted over the Internet or by telephone must be submitted by the applicable deadline. If you have submitted a proxy and you attend the Special Meeting and vote via the Virtual Special Meeting Website, your vote via the Virtual Special Meeting Website will revoke any proxy previously submitted.

If you hold your shares of Common Stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to revoke your proxy. You may also vote via the Virtual Special Meeting Website at the Special Meeting if you obtain a valid proxy from your broker, bank or other nominee. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow stockholders of the Company who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned; however, any such proxies that are not revoked will be voted at the Special Meeting, as adjourned. Additionally, if the Special Meeting is postponed, any proxies that are not revoked prior to their use at the Special Meeting, as postponed, will be voted at the Special Meeting, as postponed.

The Board, after carefully considering various factors described in “The Merger—Reasons for the Merger,” unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption at the Special Meeting, and (iv) recommended that Company stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote: (i) “FOR” the Merger Proposal, (ii) “FOR” the Adjournment Proposal, and (iii) “FOR” the Compensation Proposal.

This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Expenses incurred in connection with the printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are our responsibility. The Company will bear the cost of soliciting proxies from stockholders. The Company has engaged D.F. King to act as the proxy solicitor in connection with the Special Meeting for a one-time fee of $12,500 and a monthly fee of $3,500, plus reasonable and documented out-of-pocket expenses for its services and the Company will indemnify D.F. King for certain losses arising out of its proxy solicitation services. The Company will also reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for reasonable expenses incurred in forwarding proxy materials to beneficial owners of shares.

In addition to solicitation by mail, the Company’s directors, officers and employees may solicit proxies from stockholders by telephone, facsimile, email, or in person. These directors, officers and employees will not receive any additional compensation for their solicitation efforts. The Company will request that brokers, banks and other nominees forward this proxy statement and related materials to the beneficial owners of shares held of record by them, and the Company will reimburse them for their reasonable out-of-pocket expenses in doing so.

We currently anticipate that the Merger will be completed in late 2026 or early 2027, subject to the satisfaction or waiver of the conditions to the completion of the Merger set forth in the Merger Agreement, including the receipt of the Company Stockholder Approval and required regulatory approvals. However, there can be no assurance that the Merger will be completed on such schedule or at all. See “The Merger Agreement—Conditions to the Closing of the Merger” for a description of the conditions that must be satisfied or waived before the Merger can be completed.

As of the date of this proxy statement, the Board does not know of any matters that will be presented for consideration at the Special Meeting other than those described in this proxy statement. If any other matters properly come before the Special Meeting, or any adjournment or postponement thereof, the persons named as proxy holders intend to vote the shares for which they act as proxy in their discretion on any such matter. Under the Bylaws, only such business as is brought before the Special Meeting pursuant to the Company’s notice of meeting may be conducted at the Special Meeting.

If the Merger is approved and becomes effective, holders of Dissenting Shares will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL. This means that such stockholders are entitled to seek appraisal of their Dissenting Shares and to receive payment in cash for the “fair value” of such Dissenting Shares,

exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix D to this proxy statement and incorporated by reference herein, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO THE COMPANY BEFORE THE VOTE IS TAKEN ON THE ADOPTION OF THE MERGER AGREEMENT AT THE SPECIAL MEETING, AND MUST NOT VOTE, VIA THE VIRTUAL SPECIAL MEETING WEBSITE OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL AND MUST CONTINUE TO HOLD (OF RECORD OR BENEFICIALLY) YOUR SHARES FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IF YOU HOLD YOUR SHARES OF COMMON STOCK THROUGH A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BROKER, BANK OR OTHER NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BROKER, BANK OR OTHER NOMINEE. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

In accordance with Section 219 of the DGCL, at least 10 calendar days before the Special Meeting, a complete list of the stockholders entitled to vote at the Special Meeting will be open to the examination of any stockholder for any purpose germane to the Special Meeting during ordinary business hours for a period of at least 10 calendar days prior to the Special Meeting at the Company’s principal executive offices at 195 Clarksville Road, Princeton Junction, New Jersey 08550. This list will also be available for examination by any stockholder during the Special Meeting at www.virtualshareholdermeeting.com/MG2026SM.

If you have questions about the Special Meeting or the proposals to be voted upon at the Special Meeting, or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:

You may also contact the Company directly at Mistras Group, Inc., 195 Clarksville Road, Princeton Junction, NJ 08550, or by visiting the Company’s investor relations website.

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and such statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements other than statements of historical facts contained in this proxy statement, including statements regarding the anticipated timing and completion of the Merger, the anticipated benefits of the Merger, the consideration to be received by the Company’s stockholders in connection with the Merger, and other statements about the future plans, objectives, expectations and intentions of the Company. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions and include words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions and the negatives of those terms. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to, the following:

Many of the factors that will determine the outcome of the subject matter of this proxy statement are beyond the Company’s ability to control or predict. In light of these significant uncertainties, you should not place undue reliance on any forward-looking statements.

All forward-looking statements in this proxy statement speak only as of the date of this proxy statement or as of the date as of which they are made. Except as required by law, the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

All information contained in this proxy statement exclusively concerning Parent, Acquisition Sub and their affiliates has been supplied by Parent and Acquisition Sub and has not been independently verified by us.

For additional information about the risks and uncertainties that may affect the Company’s forward-looking statements, see the sections entitled “Risk Factors” and “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q filed with the SEC, all of which are incorporated by reference into this proxy statement to the extent described herein. See “Where Stockholders Can Find More Information” for additional information.

MISTRAS Group, Inc., a Delaware corporation, is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions, serving critical industries including oil and gas, aerospace and defense, power and utilities, manufacturing, and civil infrastructure. We provide a diversified portfolio of products and services ranging from advanced non-destructive testing and pipeline inspections to real-time condition monitoring, maintenance planning and specialized engineering, powered by a proprietary management software suite that centralizes integrity data for predictive analytics and benchmark analysis. Our core capabilities include non-destructive testing field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, in-house laboratory assurance testing, sensing technologies and non-destructive testing equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services. We operate through three reportable segments: North America, International, and Products and Systems.

Our Common Stock is listed on the New York Stock Exchange under the symbol “MG.”

Our principal executive offices are located at 195 Clarksville Road, Princeton Junction, New Jersey 08550, and our telephone number is (609) 716-4000. For more information about the Company, please visit our website, www.mistrasgroup.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with, or furnished to, the SEC. See “Where Stockholders Can Find More Information” beginning on page 112 of this proxy statement.

Parent is a Delaware limited liability company and was formed solely for the purpose of entering into the Merger Agreement by and among the Company, Parent and Acquisition Sub, and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions.

Parent is controlled by funds affiliated with H.I.G.

H.I.G. is a leading global alternative investment firm with $75 billion of capital under management. H.I.G. specializes in providing both debt and equity capital to companies across a broad range of industries.

At the Effective Time, the Company, as the Surviving Corporation, will be indirectly owned by funds affiliated with H.I.G.

Acquisition Sub is a Delaware corporation and a wholly owned subsidiary of Parent that was formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby and the related Financing. Upon consummation of the Merger, Acquisition Sub will cease to exist, and the Company will survive the Merger as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Acquisition Sub will merge with and into the Company, and the Company will survive the Merger as the Surviving Corporation and a wholly owned subsidiary of Parent.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than shares of Common Stock held by the Company as treasury stock or held directly by Parent or Acquisition Sub (or any direct or indirect wholly owned subsidiaries of Parent or Acquisition Sub) immediately prior to the Effective Time (“Cancelled Shares”) and Dissenting Shares (each as described below), will be automatically converted into the right to receive $20.35 per share in cash, without interest, with the aggregate amount of such payment to each holder to be rounded to the nearest cent, and less any applicable withholding taxes. Following the Effective Time, all such shares will no longer be outstanding, will be automatically cancelled and will cease to exist. Each holder of a certificate or Book-Entry Share that immediately prior to the Effective Time represented any such shares will cease to have any rights other than the right to receive the Merger Consideration.

All Cancelled Shares will be automatically cancelled and will cease to exist, and no consideration will be delivered in exchange for such shares.

Dissenting Shares will not be converted into the right to receive the Merger Consideration and will instead be entitled only to the rights granted under Section 262 of the DGCL. See “Appraisal Rights” beginning on page 106 of this proxy statement.

At the Effective Time, the certificate of incorporation of the Company will be amended and restated as set forth in Exhibit A to the Merger Agreement, and the bylaws of the Surviving Corporation will be the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, except that references to the name of Acquisition Sub will be replaced by references to the name of the Company. The directors of Acquisition Sub immediately prior to the Effective Time (or such other persons designated by Parent) will become the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation, in each case from and after the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. Prior to the Closing, the Company is required to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all of the directors of the Company and each of its subsidiaries, effective as of the Effective Time.

If the Merger is completed, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our Common Stock. See “—Delisting and Deregistration of Common Stock” below, beginning on page 71 of this proxy statement.

Following the Merger, our current stockholders will no longer have any equity interest in, and will not participate in any future earnings or growth of, the Company, and will not benefit from any appreciation in the value of the Company. Correspondingly, our current stockholders will not bear the risk of any decrease in the value of the Company following the Merger.

If the Merger Agreement is not adopted by our stockholders, or if the Merger is not completed for any other reason, our stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead:

Under certain circumstances, if the Merger Agreement is terminated, Parent may be required to pay us a termination fee of approximately $49.9 million. See “The Merger Agreement—Termination—Termination Fees and Expense Reimbursement” beginning on page 97 and “—Limited Guarantee” below, beginning on page 67.

If the Merger is not completed, our Board will continue to evaluate and review our business operations, strategic direction and capitalization, and will make such changes as it deems appropriate. If the Merger Agreement is not adopted by our stockholders, or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely affected.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than Cancelled Shares and Dissenting Shares, will be automatically converted into the right to receive the Merger Consideration of $20.35 in cash, without interest and less any applicable withholding taxes.

After the Merger is completed, you will have the right to receive the Merger Consideration for each share of Common Stock that you own, subject to the terms of the Merger Agreement, but you will no longer have any rights as a stockholder of the Company (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “Appraisal Rights”). If the Merger is completed, subject to the terms of the Merger Agreement, you will receive the Merger Consideration, without interest and less any applicable withholding taxes, regardless of when, after the completion of the Merger, you surrender your certificate or transfer your Book-Entry Shares, together with the required documentation.

If, between the date of the Merger Agreement and the Effective Time, any change in the outstanding shares of Common Stock occurs as a result of any stock split, reverse stock split, stock dividend (including any dividend or distribution of equity interests convertible into or exchangeable for shares of Common Stock), recapitalization, reclassification, combination, exchange of shares or other similar event, the Merger Consideration will be equitably adjusted to reflect such event and to provide to holders of shares of Common Stock (as well as holders of Company Options, Company RSUs, Company PRSUs and other equity interests in the Company) the same economic effect as contemplated by the Merger Agreement prior to such event.

As of September 16, 2026, the reference date under the Merger Agreement, there were 31,860,352 shares of Common Stock issued and outstanding (with no shares held by the Company in treasury or by its subsidiaries), 685,000 shares of Common Stock subject to outstanding Company Options, 1,192,908 shares of Common Stock subject to outstanding Company RSUs and 324,065 shares of Common Stock subject to outstanding Company

PRSUs assuming target performance is achieved, and no shares of preferred stock issued and outstanding. As of the Record Date, there were [•] shares of Common Stock issued and outstanding.

Since each Company PRSU will be settled based on the greater of target performance and actual performance measured as of immediately prior to the Effective Time, the aggregate number of shares of Common Stock in respect of which consideration will be paid, and therefore the aggregate amount payable in connection with the Merger, may exceed the amounts calculated on the basis of target performance. See “—Interests of the Directors and Executive Officers of the Company in the Merger—Treatment of Company Equity Awards” below, beginning on page 59 of this proxy statement.

Prior to the Effective Time, Parent will designate a bank or trust company reasonably acceptable to the Company to act as the Paying Agent and, at the Closing and substantially concurrently with the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent the funds necessary to pay the aggregate Merger Consideration. Parent will pay the fees and expenses of the Paying Agent.

As soon as practicable after the Effective Time, and in no event later than three business days thereafter, the Paying Agent will mail to each holder of record of certificated shares a letter of transmittal and instructions for surrendering the stock certificates (or an affidavit of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a certificate, together with a duly completed and properly executed letter of transmittal, the holder will be entitled to receive the Merger Consideration for each share formerly represented by the certificate, less any required tax withholding. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Paying Agent without a letter of transmittal.

In the event that any certificate has been lost, stolen or destroyed, the holder may receive the Merger Consideration upon making an affidavit of that fact. The Surviving Corporation or the Paying Agent may, in their reasonable discretion and as a condition to payment, require the holder to post a bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against claims relating to the certificate.

Each holder of Book-Entry Shares will automatically be entitled at the Effective Time to receive the Merger Consideration, and Parent will cause payment to be made promptly following the Effective Time, but in no event more than three business days thereafter, without any action on the part of the registered holder.

Any portion of the funds made available to the Paying Agent (including any interest received with respect thereto) that remains unclaimed by holders of stock certificates or Book-Entry Shares on the first anniversary of the Effective Time will be returned to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation, upon demand, and any holder who has not surrendered its certificate or Book-Entry Share before that time will thereafter look only to the Surviving Corporation for payment of the Merger Consideration, without interest and subject to applicable withholding taxes and abandoned property, escheat or similar laws. Any portion of the Merger Consideration remaining unclaimed immediately prior to the earlier of (i) the date five years from the Closing Date and (ii) such time as such amounts would otherwise escheat to, or become the property of, any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation, free and clear of any claim or interest of any person previously entitled thereto.

No interest will be paid or accrue on any portion of the Merger Consideration, including amounts payable upon surrender of a certificate or in respect of a Book-Entry Share.

Parent, the Surviving Corporation and the Paying Agent, as applicable, may deduct and withhold from any amounts otherwise payable under the Merger Agreement such amounts as are required to be deducted and withheld under the Code or any other applicable law. Any amounts so deducted and withheld will be paid to the appropriate governmental entity and treated as having been paid to the person in respect of whom the deduction or withholding was made.

The following is a summary of principal events, meetings, negotiations and actions among the parties leading to the execution and public announcement of the Merger Agreement as well as principal events related to the execution of the Voting Agreements.

The Board, with assistance from the management of the Company (or “management”), reviews and assesses the Company’s business and operations, performance, future growth prospects, business strategies, opportunities, competitive position and challenges on a regular basis as part of its evaluation of potential prospects and strategies for enhancing stockholder value. As part of that review process, the Board, with assistance from management as well as the Company’s financial and legal advisors, has regularly reviewed and considered the Company’s strategic direction and business objectives, including various strategic alternatives such as potential strategic acquisitions and investments and a possible sale of the Company to, or a combination of the Company with, a third party, as well as continued execution of the Company’s strategy as a standalone public company. These reviews have included consideration of, among other things, the then-current business and economic environments, as well as opportunities available to and challenges facing companies in the industries in which the Company operates. As part of this ordinary course engagement, members of management developed an informal relationship with Texas Capital Securities (“Texas Capital”), a financial advisory firm, prior to any discussions between Texas Capital and H.I.G. regarding a potential transaction involving the Company.

In the ordinary course of business, members of management have regularly engaged with the investment community, including in connection with the Company’s quarterly earnings calls and through discussions with research analysts covering the Company’s securities. In addition, the Company has regularly participated in investor and industry conferences, at which members of management regularly interact with members of the investment community, including current and prospective investors, research analysts and other industry participants. In the course of these interactions, members of management have regularly discussed, among other things, the Company’s business and prospects, industry trends and developments, and potential strategic opportunities within the industries in which the Company operates.

From time to time since 2020, representatives of H.I.G. have had periodic contact with members of Company management and the Board in connection with H.I.G.’s ordinary course practice of having discussions with participants in industries in which H.I.G. invests. During certain of these interactions, the parties discussed the Company and its business and industry, and H.I.G.’s views regarding the same. Prior to the April 24 letter, as described below, no specific potential transactions were discussed, and no non-public information regarding the Company was shared.

Beginning in 2024, Party A, a publicly traded company that has lines of business similar or complementary to the Company’s, on multiple occasions expressed interest to Mr. Stamatakis in pursuing a strategic business combination with the Company. Mr. Stamatakis, with the support of the Board, had multiple preliminary conversations during late 2024 and 2025 with the executive leadership of Party A regarding a potential transaction. In June 2025, the Company and Party A entered into a nondisclosure agreement in connection with continuing conversations regarding a potential transaction.

Following the passing in February 2025 of the Company’s founder and former Chairman and Chief Executive Officer, Dr. Sotirios J. Vahaviolos, Manuel N. Stamatakis, Executive Chairman of the Company, with the knowledge of the Board, has periodically discussed with members of Dr. Vahaviolos’s family their continued investment in the Common Stock, as well as the then-current trading prices and limitations on the liquidity of shares of the Common Stock. Separately, in response to a general inquiry from representatives of Texas Capital, members of management provided Texas Capital with contact information for Ms. Stephanie Foglia, a daughter of Dr. Vahaviolos and a significant stockholder of the Company, and Texas Capital subsequently had general and educational conversations with Ms. Foglia regarding potential liquidity alternatives, all of which occurred prior to any discussions between Texas Capital and H.I.G. regarding a potential transaction involving the Company.

In June and July 2025, the Board and management began a strategic planning process referred to as “Vision2030.” In commencing Vision2030, the Board acted on its view that there was an opportunity to improve stockholder value in light of the Company’s stock price of $8.01 as of June 30, 2025, which represented a market capitalization of approximately $250 million and a multiple of approximately 5.5 times the Company’s EBITDA for the prior 12 months. As part of Vision2030, management prepared and the Board reviewed a strategic plan that included a set of financial projections for the years ending December 31, 2025 through December 31, 2030, and these projections included expected financial impacts and synergies of potential Company acquisition activity during those fiscal years, though no specific acquisition targets had been identified.

In August 2025, the Company engaged Baird to advise regarding the interest expressed by Party A and advise regarding the Company’s strategic alternatives and other potential strategic transactions. During October 2025, at a

special meeting of the Board at which representatives of Baird and the Company’s legal counsel at Troutman Pepper Locke LLP (“Troutman”) were present, representatives of Baird advised the Board regarding potential strategic alternatives, including remaining independent, potential opportunities for the Company to complete one or more acquisitions, and other potential strategic transactions including a strategic merger or a sale of the Company. At this same meeting of the Board, the Board and management discussed the Vision2030 strategic plan and the financial projections contained therein and evaluated how achievement of those financial projections could impact the Company’s valuation.

In December 2025, Party A delivered to the Company a proposed non-binding letter of intent regarding a strategic combination of Party A and the Company. This proposal contemplated a mix of stock and cash as merger consideration and expressed a preliminary purchase price of between $13.00 and $13.75 per share of the Common Stock, which would have approximated a premium of between 8% and 14% compared to the Company’s volume-weighted average price since November 5, 2025. On December 16, 2025, at a regularly scheduled meeting of the Board at which representatives of Baird and Troutman were present, the Board discussed the proposed non-binding letter of intent received from Party A. Troutman reviewed with the Board its fiduciary duties under Delaware law for considering the proposal from Party A, and representatives of Baird discussed their preliminary financial analysis of the proposal in light of the Company’s and Party A’s trading histories, precedent transaction multiples, and other strategic alternatives potentially available to the Company, as well as the financial projections that were prepared by management in connection with Vision2030.

The Board again considered the proposal from Party A at a meeting of the Board convened on January 9, 2026. At the direction of the Board, during January 2026 representatives of Baird communicated to Party A that the consideration reflected in the initial offer was not sufficient, but that the Board remained willing to explore a potential strategic combination with a higher offer price. No such higher priced offer was received from Party A. On April 3, 2026, Mr. Stamatakis met with executive leadership of Party A and, after discussing the relative stock price performance of Party A and the Company, the parties jointly determined to conclude any further discussions regarding a strategic combination of Party A and the Company.

In March 2026, representatives of Texas Capital, who were familiar with both the Company and H.I.G., contacted representatives of H.I.G. regarding the Company as a potential investment opportunity, and subsequently provided Ms. Natalia Shuman, the Company’s Chief Executive Officer, with general background information regarding H.I.G. On April 8, 2026, representatives of H.I.G. met with Ms. Shuman, with representatives of Texas Capital also present, as an introductory meeting for H.I.G. to introduce itself to Ms. Shuman and to discuss the Company’s business and industry generally. No specific potential transactions were discussed, and no non-public information regarding the Company was shared, at this meeting.

On April 14, 2026, following an introduction made by Texas Capital, representatives of H.I.G. met with Ms. Stephanie Foglia, with representatives of Texas Capital also present, as an introductory meeting for H.I.G. to introduce itself to Ms. Foglia and to learn Ms. Foglia’s general perspectives on the Company. No specific potential transactions were discussed, and no non-public information regarding the Company was shared, at this meeting.

On April 23, 2026, H.I.G. engaged Texas Capital to act as its financial advisor in connection with a potential transaction involving the Company.

On April 24, 2026, the Company received an unsolicited written indication of interest from H.I.G. (the “April 24 letter”), expressing an interest in an all-cash acquisition of the Company at between $19.00 and $19.75 per share of Common Stock. Among other things, the April 24 letter stated certain reasons why H.I.G. was interested in acquiring the Company, and H.I.G.’s belief that it is uniquely qualified to deliver an attractive valuation with speed and certainty to the Company’s stockholders. The April 24 letter outlined H.I.G.’s proposed due diligence approach and financing plans, as well as H.I.G.’s recent experience in acquiring publicly traded companies, and requested a response by May 1, 2026.

On April 30, 2026, at a special meeting of the Board, the Board discussed the April 24 letter. Representatives of Troutman reviewed the Board’s fiduciary duties and options for responding to the April 24 letter. Representatives of Baird then joined the meeting and reviewed with the Board the unsolicited offer received from H.I.G., an overview of H.I.G., its leadership team, its strategy and its prior acquisitions, the value represented by that offer including as compared to the Company’s financial projections contained in the Company’s Vision2030 strategic plan, the Company’s stock price history and trading summary including the fact that the Company’s stock had reached a seven-year high of $18.91 on April 24, 2026, and strategies that the Board may consider for maximizing stockholder

value including through pre-signing and post-signing marketing processes. Also at the April 30, 2026 meeting of the Board, the Board reviewed recent initiatives to update the Company’s Vision2030 strategic plan and the financial projections contained therein, in light of current market conditions and the Company’s recent financial performance.

On May 1, 2026, at the direction of the Board, representatives of Baird communicated to H.I.G. that the range of value contained in the April 24 letter was not sufficient for the Board to pursue a transaction with H.I.G., but that the Company was willing to provide select confidential diligence material to H.I.G. for the purpose of further exploring a potential transaction at a higher price.

From May 1 to May 4, 2026, legal counsel to the Company and H.I.G. negotiated a nondisclosure agreement in connection with continuing conversations regarding a potential transaction, with a focus on the scope and length of certain protective provisions contained in the agreement. Effective on May 4, 2026, the Company and H.I.G. entered into a nondisclosure agreement regarding a potential transaction.

During May 2026, the Company received from H.I.G. a request for certain information, including financial information, of the Company. The Company provided information to H.I.G. in response to such request and continued to provide responses to H.I.G.’s supplemental diligence inquiries. During May 2026, Company management prepared, and the Board subsequently reviewed, certain non-public, unaudited prospective financial information for the fiscal years ending December 31, 2026 through December 31, 2030 (the “Projections”). The Projections differed from the Vision2030 Forecasts (as defined in “—Certain Unaudited Prospective Financial Information”) in two respects. First, in light of industry and market conditions observed by management during early 2026, the Projections updated the Vision2030 Forecasts by lowering projected revenues during the projected periods by approximately 1%, and reducing adjusted EBITDA on an annual basis in a range from approximately 1% to approximately 6%, in each case compared to the corresponding measure in the Vision2030 Forecasts. Second, the Projections did not reflect the impact of potential acquisitions by the Company, whereas the Vision2030 Forecasts did; this change was made in light of the speculative nature of the potential acquisitions (none of which had been specifically identified at the time the Projections were prepared) and the fact that the Company had not completed an acquisition since 2018. On May 15, 2026, Baird, at the direction of management, shared the Projections with H.I.G. and its affiliates and representatives in connection with its due diligence review and its evaluation of the proposed transaction. At the direction of management, the Projections were later used by Baird in connection with its financial analyses and opinion (as further discussed and set forth in the section of this proxy statement titled “The Merger—Certain Unaudited Prospective Financial Information”). On May 25, 2026, representatives of H.I.G. had an introductory dinner with Mr. Stamatakis to provide Mr. Stamatakis with additional background on H.I.G. and learn more about the Company’s business. On May 26, 2026, Mr. Stamatakis and members of management met with representatives of H.I.G. to discuss the Company’s strategic plan and provided certain additional financial information regarding the Company. On June 1, 2026, members of management telephonically met again with representatives of H.I.G. to further discuss the Company’s strategic plan, operations and financial results.

On June 11, 2026, following a telephone call between representatives of H.I.G. and Mr. Stamatakis during which the H.I.G. representatives indicated that they were intending to deliver a revised proposal, H.I.G. delivered a letter of intent (the “June 11 letter”) that proposed a price of $19.50 per share of Common Stock, which fell within the range expressed in the April 24 letter, and requested a period of exclusive negotiations regarding a potential transaction, under which the Company could not deliver notice terminating exclusivity earlier than 30 days after its acceptance of the June 11 letter, subject to two automatic successive seven-day extensions if the parties were working in good faith to pursue a transaction. On June 15, 2026, at a special meeting of the Board, at which representatives of each of Troutman and Baird were present, the Board discussed the June 11 letter. During this meeting, Mr. Stamatakis summarized for the Board recent conversations held by management with H.I.G. regarding the Company’s strategic plan, operations and financial results, as well as a potential transaction involving the Company and H.I.G. Troutman reviewed with the Board various options for responding to the June 11 letter and the Board’s fiduciary duties. Representatives of Baird reviewed with the Board the June 11 letter, the relative value represented by that offer including as compared to the Projections, and strategies for responding to H.I.G. Following the June 15, 2026 meeting of the Board, representatives of Baird, at the direction of the Board, communicated to H.I.G. that while the Board was open to considering a potential transaction with H.I.G., the consideration offered to the Company’s stockholders would need to be increased. Also, at the direction of the Board, Mr. Stamatakis indicated to representatives of H.I.G. that a “go-shop” provision designed to allow the Company to conduct a robust post-signing market check would be required in any definitive agreement that was the product of exclusive discussions by the Company with H.I.G.

On June 23, 2026, H.I.G. delivered a revised letter of intent (the “June 23 letter”) that increased its offer to $20.25 in cash for each share of Common Stock, reiterated H.I.G.’s request for a period of exclusive negotiations on the same terms as the June 11 letter, stated H.I.G.’s belief that the proposed price represented full and fair value and its best and highest offer, and stated that H.I.G. would be willing to negotiate in good faith a reasonable post-signing “go-shop” provision. At a special meeting of the Board held on June 25, 2026, the Board discussed the June 23 letter. Following such meeting, on June 25, 2026, representatives of Baird, at the direction of the Board, communicated to H.I.G. that while the Board was open to considering a potential transaction with H.I.G., the consideration offered to the Company’s stockholders would need to be further improved in order for the Company to grant exclusivity to H.I.G. H.I.G. responded that it would not proceed without exclusivity, but reiterated it would be willing to agree to a post-signing market check.

On June 26, 2026, H.I.G. delivered a further revised letter of intent (the “June 26 letter”) that increased its offer to $20.35 in cash for each share of Common Stock and requested a period of exclusive negotiations regarding a potential transaction. The June 26 letter stated that the proposed price reflected H.I.G.’s best and highest offer and reiterated H.I.G.’s willingness to negotiate in good faith a reasonable post-signing “go-shop” provision. At a special meeting of the Board held on June 28, 2026, at which representatives of each of Troutman and Baird were present, the Board discussed the June 26 letter and the increased consideration offered thereby, as well as options for responding to the June 26 letter and strategies for maximizing stockholder value in the context of a potential transaction. On June 29, 2026, at the direction of the Board, Mr. Stamatakis delivered to H.I.G. a letter accepting the proposed purchase price of $20.35 per share, together with a markup of the June 26 letter proposing, among other things, that (i) the proposed purchase price be a firm offer, subject to adjustment only in the event H.I.G.’s confirmatory due diligence findings differed materially from information provided to date, (ii) all outstanding equity awards (including unvested employee equity awards) vest and be paid out at closing at the per share purchase price, (iii) revisions be made to the exclusivity covenant and (iv) H.I.G. provide a comprehensive due diligence request list within 48 hours of the Company’s acceptance, and indicating that the Company was willing to prepare the initial draft of the definitive agreement within 14 days of acceptance. From June 29, 2026 to July 2, 2026, the Company, advised by representatives of Baird and representatives of Troutman and Morgan, Lewis & Bockius LLP (“Morgan Lewis”) as co-legal counsel to the Company, and H.I.G., advised by representatives of Kirkland & Ellis LLP (“Kirkland”), as legal counsel to H.I.G., negotiated a revised letter of intent and in particular the exclusivity period and treatment of the Company’s outstanding equity awards.

On June 30, 2026, H.I.G. delivered to the Company a revised letter of intent (the “LOI”) reflecting the parties’ negotiations. On July 2, 2026, at a special meeting of the Board at which representatives of Troutman were present, the Board discussed the LOI, the offer of $20.35, the requested exclusivity period and the treatment of the Company’s outstanding equity awards. The Board considered, among other factors, that the per share price of $20.35 represented an approximately 20.3% premium to the volume-weighted average price of Common Stock for the 90 trading days ending on June 26, 2026, and an approximately 8.1% premium to the Common Stock’s closing price of $18.82 on June 26, 2026, as well as the updated enterprise values and multiples implied by the improved offer. The Board also considered the requested exclusivity period, and how that exclusivity period may impact the Board’s ability to pursue alternative transactions that might provide greater value to the Company’s stockholders, as well as potential strategies for mitigating that impact, such as the post-signing “go-shop” provision contemplated by the LOI. The Board determined to grant exclusivity to H.I.G. and to not conduct a pre-signing market check prior to granting such exclusivity in consideration of the Company’s recent discussions with Party A regarding a potential strategic merger, the risk that H.I.G. would withdraw its offer, statements by H.I.G. that it would not participate in a broadly marketed transaction or pre-signing market check, risks inherent with confidentially conducting a broadly marketed transaction or other pre-signing market check, and the availability of a post-signing “go-shop” process. At that meeting, and following discussion of the LOI, the Board authorized Mr. Stamatakis to execute and deliver the LOI to H.I.G. Later on July 2, 2026, Mr. Stamatakis countersigned the LOI on behalf of the Company, in connection with the proposed all-cash acquisition of the Company by H.I.G. at a per share price of $20.35. With respect to the Company’s outstanding equity awards, the LOI provided that H.I.G. was open to discussing their treatment in connection with further due diligence, including vesting and payout of outstanding equity awards (including unvested employee equity awards) at closing at the per share purchase price. The LOI contemplated that the parties would negotiate in good faith a reasonable post-signing “go-shop” provision designed to allow the Company to conduct a post-signing market check. Under the exclusivity provisions of the LOI, the Company agreed not to solicit, discuss or negotiate any alternative proposal through August 1, 2026, which period was subject to two automatic successive seven-day extensions if H.I.G. and the Company continued to negotiate in good faith.

Thereafter, and until the Merger Agreement was executed, H.I.G. performed due diligence reviews on the Company, including through documents provided in electronic data rooms and through a series of due diligence meetings covering relevant topics. H.I.G.’s due diligence review was assisted by representatives of H.I.G.’s third-party advisors.

Between July 2, 2026, and September 17, 2026, the Company’s management and financial and legal advisors had numerous communications, including in-person meetings, with H.I.G. and its advisors regarding business, financial, legal, tax, human resources, intellectual property, environmental, commercial operations, employee benefits, government contracting and other matters. H.I.G. and its legal counsel additionally held due diligence calls with members of management and with Troutman and Morgan Lewis. During this period, and in consideration of the continued investment of time and resources by H.I.G. and the Company in pursuing a potential transaction, the Company entered into five exclusivity extension agreements with H.I.G. to extend the earliest date on which the Company could deliver notice to terminate the exclusivity period until August 21, 2026, August 28, 2026, September 4, 2026, September 11, 2026 and September 18, 2026, respectively.

On July 7, 2026, representatives of H.I.G. had dinner with the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, and on July 15, 2026, representatives of H.I.G. had dinner with members of the Company’s management team, in each case for the purpose of becoming better acquainted and learning more about the Company’s business.

On July 8, 2026, Company management and representatives of H.I.G. held an in-person meeting to discuss certain of H.I.G.’s high-priority due diligence requests.

On July 16, 2026, Company management and representatives of H.I.G. held another in-person meeting to discuss certain of H.I.G.’s high-priority due diligence requests. On the same date, representatives of Troutman delivered a proposed Merger Agreement regarding H.I.G.’s potential acquisition of the Company to representatives of Kirkland. The draft Merger Agreement, among other things, included a 45-day “go-shop” provision as well as (i) extensive, broad representations and warranties of the Company; (ii) interim operating covenants with which the Company would be obligated to comply between the signing of the Merger Agreement and the closing of the merger; (iii) the right of the Company, following the expiration of the “go-shop” period, to accept a Superior Proposal, with a “Superior Proposal” defined as a bona fide proposal to acquire more than 50% of the stock or assets of the Company that is deemed in good faith by the Board to be more favorable to the Company’s stockholders than the merger contemplated by the Merger Agreement; (iv) provisions obligating the parties to take certain actions in connection with obtaining antitrust clearance for the potential transaction; (v) the right for the Board to change its recommendation with respect to the merger in certain limited circumstances, including the occurrence of certain events following the execution of the Merger Agreement; (vi) terms on which the parties would have the right to terminate the Merger Agreement under certain conditions, including upon certain breaches by the other party; (vii) a requirement that the Company pay a termination fee in certain circumstances, with a proposal that such fee be equal to 2.5% of the transaction’s equity value; (viii) a requirement that H.I.G. pay a termination fee in certain circumstances related to the failure to obtain financing, with a proposal that such fee be equal to 5.5% of the transaction’s equity value; and (ix) a requirement that, if all or any portion of H.I.G.’s committed debt financing became unavailable, H.I.G. use its reasonable best efforts to obtain replacement financing from alternative sources on terms not less favorable to H.I.G. than those of its committed debt financing. The proposed Merger Agreement also addressed certain employee compensation and benefits matters, including continuation of benefits for a period following closing and an exception to the interim operating covenants that would permit the Company to award transaction bonus, retention bonus or similar incentive arrangements to Company employees in connection with the proposed transaction, subject to an aggregate amount to be agreed. The transaction bonus concept was first proposed by the Company in this draft, after the parties had agreed on the $20.35 per share purchase price in the LOI, and the proposed Merger Agreement did not address any post-closing equity or compensation terms for any officer or employee of the Company. From July 16, 2026 until the execution of the Merger Agreement, Mr. Stamatakis along with members of management communicated frequently with Troutman and Morgan Lewis on transaction issues and status, H.I.G.’s ongoing due diligence review of the Company, draft transaction documents and revisions thereto, and negotiation of open transaction issues, and provided updates to the Board on such matters.

On July 26, 2026, representatives of Kirkland delivered a revised version of the Merger Agreement to representatives of Troutman. The revised draft of the Merger Agreement, among other things, (i) reduced the “go-shop” period to 30 days from 45 days, and removed an “excluded person” concept that would have permitted

discussions regarding an alternative transaction to continue past the termination of the “go-shop” period; (ii) modified the terms on which H.I.G. must seek replacement financing in connection with the transaction; and (iii) modified the circumstances under which a termination fee may be payable by the Company, and in what amounts. In particular, this revised version of the Merger Agreement increased the Company termination fee to 3.70% of the transaction’s equity value from an initial proposal of 2.50% of the transaction’s equity value, and added a requirement that the Company reimburse H.I.G.’s expenses, up to 1.00% of the transaction’s equity value, in certain circumstances. Also in connection with this revised version of the Merger Agreement, H.I.G., through representatives of Kirkland, indicated that H.I.G. would desire that certain members of the family of Dr. Vahaviolos enter into voting agreements with H.I.G. with respect to the proposed transaction.

On July 27, 2026, to facilitate H.I.G.’s due diligence review of the Company, the Company entered into a confidentiality agreement regarding the proposed transaction with Ms. Foglia, who is also an employee of the Company in the human resources department. Between July 27, 2026 and the execution of the Merger Agreement, Ms. Foglia was involved in H.I.G.’s due diligence review of the Company solely in connection with her role as a human resources employee of the Company.

On July 31, 2026, certain representatives of H.I.G. visited the Company’s in-lab facility in Ellabell, Georgia, and on August 20, 2026, certain representatives of H.I.G. visited the Company’s in-lab facility in Heath, Ohio and had dinner with the Company’s Chief Operating Officer and the head of the Company’s in-lab business. In addition, between August 14, 2026 and August 19, 2026, representatives of Ramboll, H.I.G.’s environmental consultant, visited several Company facilities to conduct environmental health and safety due diligence, although no representatives of H.I.G. attended such visits.

Between August 1, 2026 and August 31, 2026, representatives of Troutman and Morgan Lewis and representatives of Kirkland exchanged multiple revised versions of the Merger Agreement, in light of ongoing negotiations regarding the transaction and the ongoing due diligence review process. These multiple revised versions of the Merger Agreement reflected continued negotiations of (i) the length of the “go-shop” period, with the Company continuing to propose a period of up to 45 days and H.I.G. a period of 30 days, and whether discussions with an “excluded person” could continue after the end of the “go-shop” period; (ii) the size of the Company termination fee, in a range of between 3.00% and 4.00% of the transaction’s equity value; (iii) the size of the reverse termination fee, discussed by the parties in a range between 7.00% and 7.50% of the transaction’s equity value; (iv) the circumstances in which H.I.G. would not be required to obtain alternative financing to consummate the Merger; (v) the definition of material adverse effect applicable to certain of the Company’s representations, warranties and covenants; (vi) the period of time in which the Company must file the preliminary proxy statement, in a range of between 10 business days and 30 calendar days after the date on which the Merger Agreement is executed; and (vii) whether the Company would implement a transaction bonus program, or a retention bonus program, to incentivize and reward extraordinary efforts by certain members of management between signing the Merger Agreement and closing the transaction. Also during this period, representatives of Troutman, Morgan Lewis and Kirkland exchanged multiple drafts of the proposed equity commitment letter and limited guarantee with respect to the proposed transaction.

On August 10, 2026, the Company issued its earnings release for the second quarter and six months ended June 30, 2026. In the earnings release, the Company increased its full-year guidance to $740.0 million to $755.0 million in revenue and $92.0 million to $95.0 million in Adjusted EBITDA. The Company indicated in the earnings release that the adjustment reflected continued strength in the Company’s strategic growth markets, partially offset by a lower level of activity in the volatile Oil & Gas end market, attributable to ongoing macro environment factors including higher crude oil prices, and further that the Company continued to see favorable demand trends, particularly in its Aerospace & Defense and Infrastructure end markets, which it expected to support growth throughout the remainder of 2026. The Company did not make any adjustments to the Projections, as it concluded that the dynamics that supported the increase in guidance for full-year 2026, many of which had already been reflected in the Company’s financial results through the second quarter of the year, could not be reliably extrapolated over the additional years included in the Projections.

On August 14, 2026, Mr. Stamatakis and a representative of H.I.G. met telephonically to discuss the status of H.I.G.’s due diligence reviews, the ongoing negotiations related to the transaction documents, and related matters.

Between August 18, 2026 and August 30, 2026, representatives of Troutman, Morgan Lewis and Kirkland exchanged multiple drafts of a proposed voting agreement that H.I.G. requested be executed in connection with the

Merger by the directors, named executive officers and Family Stockholders (defined below) of the Company. These multiple revised versions of the voting agreement negotiated the scope of shares of Common Stock covered by the agreement, the nature of the “permitted transactions” that would be exempt from the transfer restrictions contained in the voting agreement, certain exceptions to the obligations to vote for and otherwise support the Merger, and which stockholders would execute voting agreements and, accordingly, how many shares of Common Stock would be subject to voting agreements. Representatives of Troutman prepared for the Board and management a summary of the material terms and conditions of, and obligations under, the proposed voting agreements, and also summarized fiduciary duty considerations related to the voting agreements and the number of shares of Common Stock subject thereto.

On August 25, 2026, to facilitate discussions regarding the proposed transaction and in anticipation of the voting agreement that was being requested by H.I.G., the Company entered into a confidentiality agreement regarding the transaction with Ms. Aspasia Vahaviolos, the widow of Dr. Vahaviolos and a significant stockholder of the Company. Later on August 25, 2026, Mr. Stamatakis met with Ms. Vahaviolos and Ms. Foglia to generally discuss the transaction and the agreed purchase price per share of $20.35, but did not discuss any voting agreement that may be requested by H.I.G. from Ms. Vahaviolos or Ms. Foglia in connection with the transaction.

On August 28, 2026, at a special meeting of the Board, the Board discussed the proposed transaction and progress on the due diligence review and draft transaction documents. At this meeting, the Board approved (including for purposes of Section 203 of the DGCL) discussions between H.I.G. and its representatives and the directors, named executive officers and Family Stockholders of the Company regarding the proposed transaction and a voting agreement in connection therewith.

On September 1, 2026, representatives of Troutman and Kirkland met telephonically with a representative of Faegre Drinker Biddle & Reath LLP (“Faegre”) as counsel to Ms. Aspasia Vahaviolos, Ms. Stephanie Foglia and the grantor retained annuity trust of Ms. Vahaviolos of which Ms. Foglia serves as trustee (collectively, the “Family Stockholders”), to generally summarize the proposed transaction and for a representative of Kirkland to request a voting agreement from each Family Stockholder. On September 6, 2026, representatives of Troutman and Kirkland provided the then-current version of the draft voting agreement to a representative of Faegre and, between September 6 and September 11, 2026, representatives of Kirkland and Faegre negotiated the terms of the voting agreements to be executed by the Family Stockholders, as representatives of Troutman were kept apprised of such negotiations.

On September 10, 2026, representatives of Troutman delivered an updated version of the Merger Agreement to representatives of Kirkland that, among other matters, (i) increased the length of the “go-shop” period to 40 days from H.I.G.’s most recent proposal of 30 days, but removed the ability to extend “go-shop” discussions with an “excluded person” past the “go-shop” termination date; (ii) maintained the Company termination fee at 3.75% of the transaction’s equity value, as had been presented in H.I.G.’s most recent proposal; (iii) maintained the reverse termination fee at 7.25% of the transaction’s equity value, as had been presented in H.I.G.’s most recent proposal; and (iv) reduced the expense reimbursement that the Company would pay to Parent under certain circumstances from $10.0 million to $5.0 million. On September 10, 2026, representatives of Kirkland, Morgan Lewis and Troutman met telephonically to discuss the Merger Agreement and open issues under the Merger Agreement, including related to the “go-shop” period, deal protection mechanisms, and applicable termination fees and expense reimbursements.

On September 11, 2026, representatives of Kirkland delivered an updated version of the Merger Agreement that, among other matters, (i) reduced the length of the “go-shop” period to 30 days from 40 days; (ii) agreed to mutual control of certain regulatory filing processes; and (iii) increased the requested expense reimbursement that the Company would pay to Parent under certain circumstances from $5.0 million to $10.0 million. On September 12 and 13, 2026, Mr. Stamatakis and other members of management had multiple meetings with representatives of Troutman and Morgan Lewis regarding this updated version of the Merger Agreement.

On September 12, 2026, representatives of Kirkland provided representatives of Troutman and Morgan Lewis with a proposed debt commitment letter in connection with the debt financing to be utilized for the proposed transaction.

On September 13, 2026, Mr. Stamatakis and a representative of H.I.G. met telephonically to discuss the status of H.I.G.’s due diligence reviews, the ongoing negotiations related to the transaction documents, and related matters. During the call, Mr. Stamatakis and the H.I.G. representative agreed to hold a separate call among the parties and their respective outside counsel to discuss the remaining open issues in the transaction documents.

On September 14, 2026, representatives of the Company, H.I.G., Kirkland, Morgan Lewis and Troutman met telephonically to discuss the remaining open issues in the transaction documents, including (i) the parameters of the “go-shop” process; (ii) the outside date; (iii) the amount of the termination fee and expense reimbursement payable by the Company to Parent in certain circumstances; (iv) the scope of the interim operating covenants; and (v) certain employee compensation matters, including the treatment of the Company’s 2026 incentive compensation program and the size and payment terms of a retention bonus program (which would replace any transaction bonus program), as to which the Company proposed an aggregate amount of $2.75 million, an increase from the $2.5 million most recently proposed by H.I.G., with 50% payable at closing and 50% payable one year after closing subject to continued employment of the recipient.

On September 15, 2026, representatives from Troutman and Kirkland met telephonically to discuss the revised draft of the Merger Agreement delivered by representatives of Kirkland on September 11, 2026 and in particular certain deal protection provisions contained therein. On September 16, 2026, representatives of Troutman delivered an updated version of the Merger Agreement to representatives of Kirkland to reflect such discussion. This revised draft, among other matters, (i) increased the length of the “go-shop” period from 30 days to 40 days; (ii) increased the termination fees that would be paid by the Company to Parent in certain circumstances from 3.75% to 4.00% of the transaction’s equity value; and (iii) shortened the preliminary proxy statement filing requirement from 30 days to 25 days following execution of the Merger Agreement.

On September 16, 2026, representatives of the Company, including Mr. Stamatakis, H.I.G., Troutman, Morgan Lewis and Kirkland met telephonically to discuss the transaction, the current draft of the Merger Agreement, and outstanding issues related thereto. The parties discussed, among other items, certain employee matters and the impact of the Merger on the Company’s restricted stock units. Following this meeting, representatives from Troutman, Morgan Lewis and Kirkland negotiated a revised and final version of the Merger Agreement, which provided for a 40-day “go-shop” period, a Company termination fee of 4.00% of the transaction’s equity value (reduced by 50% for a termination to accept a Superior Proposal during the “go-shop” period), a reverse termination fee of 7.25% of the transaction’s equity value, an expense reimbursement payable by the Company to Parent in certain circumstances of up to $7.0 million, and a requirement that the Company file the preliminary proxy statement within 25 days following execution of the Merger Agreement.

On September 17, 2026, the Board held a special meeting, with representatives from each of Troutman, Morgan Lewis and Baird also attending. Mr. Stamatakis provided a summary of negotiations regarding the Merger Agreement since the last meeting of the Board and confirmed that material provisions of the Merger Agreement had been successfully negotiated in accordance with prior discussions of the Board. Representatives of Troutman and Morgan Lewis then provided presentations summarizing the Board’s fiduciary duties, the material terms of the Merger Agreement and other transaction documents, including the contemplated consideration, closing conditions, representations and warranties, interim operating covenants, certain deal-protection terms, termination provisions and fees, and terms related to employment matters, and the material terms of the Voting Agreements and the number of shares obligated to vote in favor of the Merger under such Voting Agreements. The Board asked questions of Troutman and Morgan Lewis, and representatives from Troutman and Morgan Lewis provided responses to such inquiries. The representatives of Baird presented their financial analysis with respect to the Merger Consideration in the Merger pursuant to the Merger Agreement and rendered the oral opinion of Baird to the Board (in its capacity as such), subsequently confirmed by delivery of its written opinion dated September 17, 2026, to the effect that, as of September 17, 2026 and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Baird as set forth in its written opinion, the Merger Consideration to be received by the holders of Common Stock (other than the Excluded Holders) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. See “—Opinion of the Company’s Financial Advisor” beginning on page 49 and Appendix C to this proxy statement. Following this presentation, the Board discussed and considered various factors that impacted its evaluation and decision regarding the proposed transaction, including the material factors set forth in the section entitled “—Reasons for the Merger” beginning on page 44. Further, at the request of the Board, a representative from Baird discussed with the Board the “go-shop” process. As part of this discussion, the representative from Baird explained the proposed timing and process for contacting potential buyers (and the approximate number of potential buyers to be contacted), entering into acceptable confidentiality agreements with any interested parties, and providing such parties access to confidential information of the Company. After discussion among the directors, the Board temporarily adjourned the meeting, to be reconvened following the closing of the financial markets in the United States on September 17, 2026, at which time the Board reconvened the meeting. After further discussion

among the directors, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of the Company’s stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby; (iii) directed that the Merger Agreement be submitted to the Company’s stockholders to be adopted and approved; and (iv) resolved, subject to certain provisions of the Merger Agreement, to recommend the adoption and approval of the Merger Agreement by the Company’s stockholders. The Board also unanimously authorized Baird to proceed with the go-shop process immediately following execution of the Merger Agreement and announcement of the Merger. At this meeting, the Compensation Committee of the Board, comprised of Ms. Lohmeier and Mr. DeBenedictis, unanimously approved the retention bonus program in the aggregate amount of approximately $2.75 million, under which certain executive officers, Ms. Shuman, Mr. Prajzner, Mr. D’Alterio and Mr. Hammad, are eligible to receive bonuses pursuant to the Retention Agreements (as defined in “Interests of the Directors and Executive Officers of the Company in the Merger—Retention Bonus Arrangements” beginning on page 62 of this proxy statement). The program is described in more detail in the section entitled “—Interests of the Directors and Executive Officers of the Company in the Merger—Retention Bonus Arrangements” beginning on page 62.

Following the closing of the financial markets in the United States on September 17, 2026, the Company, Parent and Acquisition Sub entered into the Merger Agreement and, immediately thereafter, Parent entered into Voting Agreements with each of the Family Stockholders and with each of the Company’s directors and executive officers who hold shares of Common Stock, and the Company issued a press release announcing the Merger prior to the opening of the financial markets in the United States on September 18, 2026.

In accordance with the “go-shop” process, beginning on September 18, 2026, and continuing through October 14, 2026, representatives of Baird contacted, or were contacted by, 121 third parties, consisting of 24 strategic companies including Party A, and 97 financial sponsors. The Company entered into confidentiality agreements, all of which contained customary standstill and non-solicit provisions, with 38 of those third parties. The “go-shop” period will expire at 11:59 p.m. Eastern Time on October 27, 2026.

The Board regularly receives and discusses advice and opinions from management, consultants and financial advisors regarding trends in the industries we serve as part of its consideration of ways in which to execute on the Company’s growth plans to meet customer needs and enhance its earnings and value. The Board concluded that the Merger was in the best interests of the Company’s stockholders and other stakeholders, including customers and the industries we serve.

After careful consideration, at a meeting held on September 17, 2026, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption at the Special Meeting, and (iv) recommended that stockholders of the Company adopt the Merger Agreement.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Board consulted with our management and our legal and financial advisors and, in reaching its determination and recommendation, carefully considered a number of factors, including the following material factors (which are not presented in any relative order of importance):

The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):

After taking into account the factors set forth above, as well as others, the Board concluded that the potential benefits of the Merger to stockholders of the Company outweighed the potentially negative factors associated with the Merger. Accordingly, the Board unanimously determined that the Merger Agreement and the Merger are advisable, fair to, and in the best interests of, the Company and its stockholders and unanimously recommends that the stockholders of the Company adopt the Merger Agreement.

The foregoing discussion is not intended to be exhaustive, but rather is intended to address the material information and principal factors considered by our Board in considering the Merger. In view of the number and variety of factors and the amount of information considered, our Board did not find it practicable to, and did not attempt to, rank, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination and recommendation. In addition, individual members of our Board may have given different weights to different factors. Our Board did not reach any specific conclusion with respect to any of the factors considered, but instead conducted an overall analysis of these factors and determined, in its business judgment, that the potential benefits of the Merger outweighed the potential negative factors. The explanation of the reasoning of our Board and other information in this section is forward-looking in nature and should be read in light of the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 30.

The Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering various factors described in “—Reasons for the Merger” above, unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption at the Special Meeting, and (iv) recommended that stockholders of the Company vote to adopt the Merger Agreement.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal and “FOR” the Compensation Proposal.

The Board retained Baird in connection with the Merger and to render an opinion as to the fairness, from a financial point of view, to the holders of Common Stock (other than the Excluded Holders) of the Merger Consideration to be received by such holders provided for in the Merger pursuant to the Merger Agreement.

On September 17, 2026, Baird delivered its oral opinion (which opinion was subsequently confirmed in writing on September 17, 2026) as to whether, as of the date of its opinion and based upon and subject to the assumptions made, procedures followed, qualifications and limitations on the review undertaken, and the other matters set forth therein, Baird was of the opinion that the Merger Consideration to be received by the holders of Common Stock (other than the Excluded Holders) provided for in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Baird’s opinion was approved by Baird’s internal fairness committee.

The full text of Baird’s written opinion, dated September 17, 2026, which sets forth the assumptions made, procedures followed, qualifications and limitations on the review undertaken, and other matters considered by Baird in rendering its opinion, is attached as Appendix C to this proxy statement and is incorporated herein by reference. Baird’s opinion is limited only to the fairness, as of the date of the opinion and from a financial point of view, to the holders of Common Stock (other than the Excluded Holders) of the Merger Consideration to be received by such holders and does not constitute a recommendation to any stockholder as to how any stockholder should act or vote with respect to the Merger. The summary of Baird’s opinion set forth below is qualified in its entirety by reference to the full text of its opinion attached as Appendix C to this proxy statement. The Company’s stockholders are urged to read the opinion carefully in its entirety.

In conducting its financial analyses and in arriving at its opinion, Baird reviewed information and took into account financial and economic factors, investment banking procedures and considerations as Baird deemed relevant under the circumstances. In connection therewith, and subject to the various assumptions, qualifications and limitations set forth therein, Baird, among other things: (i) reviewed certain internal information, primarily financial in nature, including (A) the Projections, as furnished to Baird, and prepared and certified, by the Company’s management for purposes of Baird’s analysis, and (B) financial statements of the Company for the fiscal years ended December 31, 2022 through December 31, 2025 and for the six-month period ended June 30, 2026, which the Company’s management prepared and identified as being the most current financial statements for the Company available; (ii) reviewed certain publicly available information, including, but not limited to, the Company’s recent filings with the SEC; (iii) reviewed the principal financial terms of the draft dated September 16, 2026 of the Merger Agreement as they related to Baird’s analysis; (iv) compared the financial position and operating results of the Company with those of certain other publicly traded companies Baird deemed relevant; (v) compared the market trading multiples of Common Stock with those of certain other publicly traded companies Baird deemed relevant; (vi) compared the proposed enterprise value of the Company based on the aggregate Merger Consideration with the reported implied enterprise values of certain other transactions Baird deemed relevant; and (vii) reviewed the Company’s certificate regarding information, financial statements and projections addressed to Baird. Baird also held discussions with members of the Company’s senior management concerning the Company’s historical and current financial condition and operating results, as well as the future prospects of the Company. Although Baird was not engaged or requested to, and Baird did not, solicit third-party indications of interest in acquiring all or any part of the Company prior to the date of its opinion, Baird was requested to solicit third-party indications of interest in acquiring the Company during the Go-Shop Period following the execution of the Merger Agreement, as described under “—Background of the Merger.” Baird was not involved in assisting Parent in obtaining any

financing in connection with the Merger. Baird also considered other information, financial studies, analyses, investigations and financial, economic and market criteria which it deemed relevant for the preparation of its opinion.

In arriving at its opinion, Baird assumed and relied upon, without independent verification, the accuracy and completeness of all of the financial and other information that was publicly available or provided to Baird by or on behalf of the Company. Baird did not independently verify any publicly available information or information supplied to it by the Company or Parent. Baird was not engaged to independently verify, did not assume any responsibility to verify, assumed no liability for, and expressed no opinion on, any of this information, and Baird assumed and relied upon, without independent verification, that the Company was not aware of any information that might be material to Baird’s opinion that had not been provided to Baird. Baird assumed and relied upon, without independent verification, that: (i) all material assets and liabilities (contingent or otherwise, known or unknown) of the Company were as set forth in its most recent financial statements provided to Baird, and there were no information or facts that would make any of the information reviewed by Baird incomplete or misleading; (ii) the financial statements of the Company provided to Baird presented fairly, in all material respects, the results of operations, cash flows and financial condition of the Company for the periods, and as of the dates, indicated and were prepared in conformity with U.S. generally accepted accounting principles consistently applied; (iii) the Projections were reasonably prepared on bases reflecting the best available estimates and good faith judgments of the Company’s senior management as to the future performance of the Company, and Baird relied, without independent verification, upon the Projections in the preparation of its opinion, although Baird expressed no opinion with respect to the Projections or any judgments, estimates, assumptions or basis on which they were based, and Baird assumed, without independent verification, that the Projections would be realized in the amounts and on the time schedule then-contemplated; (iv) in all respects material to Baird’s analysis, the Merger would be consummated in accordance with the terms and conditions of the Merger Agreement without any amendment or modification thereto and without waiver by any party of any of the conditions to their respective obligations thereunder; (v) in all respects material to Baird’s analysis, the representations and warranties contained in the Merger Agreement were true and correct and that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement; and (vi) all corporate, governmental, regulatory or other consents and approvals (contractual or otherwise) required to consummate the Merger had been, or would be, obtained without the need for any material changes to the Merger Consideration or other material financial terms or conditions of the Merger or that would otherwise materially affect the Company or Baird’s analysis. Baird relied upon and assumed, without independent verification, that the final form of any draft documents referred to above would not differ in any material respect from such draft documents. Baird relied, without independent verification, on the fact that the Company had been counseled by professional advisors with respect to all legal, regulatory, accounting, insurance and tax matters regarding the Merger, and Baird assumed without independent verification that all of this advice was correct, and Baird did not express an opinion on these matters as they related to the Merger. In conducting Baird’s review, Baird did not undertake or obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise, known or unknown) or solvency of the Company or Parent nor did Baird make a physical inspection of the properties or facilities of the Company or Parent. In each case above, Baird made the assumptions and took the actions or inactions described above with the Company’s knowledge and consent.

Baird’s opinion necessarily was based upon economic, monetary and market conditions as they existed and could be evaluated on the date of its opinion, and its opinion did not predict or take into account any changes which may have occurred, or information which may have become available, after the date of its opinion. Baird was under no obligation to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring after the date of its opinion. Furthermore, Baird expressed no opinion as to the prices or trading ranges at which any of the Company’s securities (including Common Stock) would trade following the date of its opinion or as to the effect of the Merger on the price or trading range. The price and trading range may have been affected by a number of factors, including but not limited to (i) dispositions of Common Stock by stockholders within a short period of time after, or other market effects resulting from, the announcement of the Merger; (ii) changes in prevailing interest rates and other factors which generally influence the price of securities; (iii) adverse changes in the current capital markets; (iv) the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of the Company or in the Company’s industry; (v) any necessary actions by, or restrictions of, federal, state or other governmental agencies or regulatory authorities; and (vi) timely completion of the Merger on terms and conditions that are acceptable to all parties at interest.

Baird’s opinion was prepared at the request and for the information of the Board for its use in connection with its evaluation of the Merger, and may not be used for any other purpose or disclosed to any other party without Baird’s prior written consent; provided, however, that its opinion may be reproduced in full in this proxy statement provided to the Company’s stockholders in connection with the Merger. Baird’s opinion did not address the relative merits or risks of: (i) the Merger, the Merger Agreement or any other agreements or other matters provided for, or contemplated by, the Merger Agreement; (ii) any other transactions that may be, or might have been, available as an alternative to the Merger; or (iii) the Merger compared to any other potential alternative transactions or business strategies considered by the Board and, accordingly, Baird relied upon its discussions with the senior management of the Company with respect to the availability and consequences of any alternatives to the Merger. Baird’s opinion did not and does not constitute a recommendation to the Board, any security holder or any other person as to how any person should vote or act with respect to the Merger, or whether to enter into a voting agreement with Parent.

The following is a summary of the material financial analyses performed by Baird in connection with rendering its opinion, which is qualified in its entirety by reference to the full text of its opinion attached as Appendix C and to the other disclosures contained in this section. The following summary, however, does not purport to be a complete description of the financial analyses performed by Baird. The order of analyses described does not represent relative importance or weight given to the analyses performed by Baird. Some of the summaries of the financial analyses include information presented in a tabular format. These tables must be read together with the full text of each summary and alone are not a complete description of Baird’s financial analyses. Except as otherwise noted, the following quantitative information is based on market and financial data as it existed on or before September 16, 2026 and is not necessarily indicative of current market conditions.

Implied Valuation and Transaction Multiples. Baird calculated the implied equity value of the shares of the Company’s fully-diluted outstanding Common Stock using the Merger Consideration of $20.35 per share of Common Stock, which (based on 33.8 million shares outstanding on a fully-diluted basis) resulted in an implied equity value of approximately $688.1 million. Baird calculated the implied enterprise value of the Company to be approximately $866.5 million by adding the Company’s net debt of approximately $178.4 million to the implied equity value of the Company’s fully-diluted outstanding Common Stock. Baird then calculated the multiples of the implied enterprise value of the Company compared to the Company’s last twelve months as of June 30, 2026 (which is referred to as LTM for purposes of this section) earnings before interest, taxes, depreciation and amortization (which is referred to as EBITDA for purposes of this section) and earnings before interest, taxes and amortization (which is referred to as EBITA for purposes of this section), and projected 2026 EBITDA and EBITA, as provided by the senior management of the Company, which resulted in implied multiples of approximately 9.1x LTM Adjusted EBITDA, 12.3x LTM Adjusted EBITA, 9.4x projected 2026 Adjusted EBITDA and 13.1x projected 2026 Adjusted EBITA.

Selected Publicly Traded Company Analysis. In order to assess the valuation of the Company, Baird reviewed certain publicly available financial information for five publicly traded companies that operate in the testing, inspection and certification sector, with a focus on field-based operating activities and similar end markets that Baird deemed relevant. For each of these companies, Baird calculated and compared the enterprise value (which is referred to as EV for purposes of this section) of each such company to its EBITDA and EBITA for each of LTM and projected 2026. The group of selected publicly traded companies reviewed is listed below.

Baird chose these companies based on a review of publicly traded companies that possessed general business, operating and financial characteristics representative of companies in the industry sector in which the Company operates. Baird excluded Intertek because that company is currently the subject of a pending take-private transaction. Baird noted that none of the companies reviewed was identical to the Company and that, accordingly, the analysis of these companies necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each company and other factors that affect the public market values of these companies.

For each company, Baird calculated the “market capitalization” (calculated as the market price per share of each company’s common stock multiplied by the total number of fully-diluted common shares outstanding of each company, including net shares issuable upon the exercise of outstanding stock options and warrants), and enterprise value. Baird calculated the enterprise value of each selected public company by adding such company’s preferred stock outstanding, debt, tax-affected pension and other post-employment liabilities and minority interest to and subtracting such company’s cash from such company’s market capitalization. Bureau Veritas SA and SGS SA report earnings under IFRS. Under IFRS 16, a single lessee model requires substantially all leases to be capitalized on balance sheet as a right-of-use asset with an offsetting lease liability, and the annual lease cost is recognized below the EBITDA line as depreciation of the right-of-use asset plus interest on the lease liability rather than as an operating expense, overstating reported EBITDA by the full amount of the lease cost and EBITA by the full amount of the lease cost and depreciation of the right-of-use asset. This compares to U.S. GAAP (ASC 842), which retains a dual-classification model under which leases classified as operating are recognized as a single straight-line lease cost within operating expenses. First half 2026 reported results for Bureau Veritas SA and SGS SA do not disclose right-of-use depreciation separately, and first half 2026 reported results for SGS SA do not disclose lease interests separately, either. As such, Baird estimated these using fiscal year 2025 on a straight-line basis for LTM and projected 2026. In addition, Bureau Veritas SA and SGS SA 2026E figures do not adjust for stock-based compensation. Bureau Veritas SA and SGS SA first half 2026 reported results do not disclose total amortization of intangible assets, only amortization of acquired intangibles. Baird adjusted LTM EBITA for full intangible amortization by adding (i) LTM amortization of acquired intangibles, as disclosed, and (ii) non-acquisition amortization, estimated on a straight-line basis using fiscal year 2025 total amortization of intangibles less fiscal year 2025 amortization of acquired intangibles. Baird calculated the multiples of each company’s enterprise value to its Adjusted EBITDA and Adjusted EBITA for LTM and projected 2026. Baird then compared the enterprise value multiples for the Company implied in the Merger based on its Adjusted EBITDA and Adjusted EBITA with the corresponding trading multiples for the selected companies. Stock market and historical financial information for the selected companies was based on publicly available information as of September 16, 2026 (including the closing market price per share of each company’s common stock as of such date), and projected financial information was based on consensus equity analyst research estimates available as of such date. A summary of the range of valuation multiples for the selected companies is provided in the table below.

In addition, Baird calculated the implied enterprise values of the Company by multiplying the Company’s Adjusted EBITDA and Adjusted EBITA by the trading multiples of the selected public companies. The implied enterprise values, based on the multiples set forth above, as well as the implied equity values (calculated by subtracting debt of the Company (net of cash) of $178.4 million from the implied enterprise values of the Company, and dividing by 33.8 million shares outstanding on a fully-diluted basis to derive the implied share price values) are summarized in the table below ($ in millions, except implied share prices).

Baird compared the implied share prices in the table above with the Merger Consideration of $20.35 per share in the Merger.

Selected Transaction Analysis. Baird reviewed certain publicly available financial information concerning completed acquisition transactions that Baird deemed relevant. The selected acquisition transactions and relevant financial multiples are listed below.

Baird chose these acquisition transactions, which were selected in its professional judgment, based on a review of completed acquisition transactions involving target companies that are primarily field-based technical services serving industrial end markets with exposure to oil and gas that possessed general business, operating and financial characteristics relevant to the Company. Baird noted that none of the acquisition transactions or subject target companies reviewed was identical to the Merger or the Company, respectively, and that, accordingly, the analysis of such acquisition transactions necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each subject target company and each acquisition transaction and other factors that affect the values implied in such acquisition transactions.

For each transaction, Baird calculated the implied “equity purchase price” (defined as the purchase price per share of each target company’s common stock multiplied by the total number of diluted common shares outstanding of such company, including gross shares issuable upon the exercise of outstanding stock options and warrants (if any), less assumed option and warrant proceeds (to the extent applicable), and including, where relevant, the value of equity awards accelerated in connection with the transaction, or alternatively defined as the value attributable to the equity of a target company). In addition, Baird calculated the implied “enterprise value” (defined as the equity purchase price plus the book value of each target company’s total debt and preferred stock, less cash, cash equivalents and marketable securities). Baird calculated the multiples of each target company’s implied enterprise value to its LTM EBITDA and to its LTM EBITA. Stock market and historical financial information for the selected transactions was based on publicly available information as of the announcement date of each respective transaction. EBITDA and EBITA for the selected transactions were adjusted for publicly disclosed one-time, non-recurring items, but were not adjusted for stock-based compensation add-backs due to lack of public information. A summary of the implied multiples is provided in the table below.

In addition, Baird calculated the implied enterprise value of the Company by applying the multiple ranges of the selected transactions to the Company’s LTM Adjusted EBITDA and Adjusted EBITA of $95.0 million and $70.6 million, respectively, each as provided by the Company’s management. Baird then took the resulting enterprise values and calculated implied equity values by subtracting the Company’s net debt position as of June 30, 2026, of approximately $178.4 million, and divided these implied values by the fully-diluted shares outstanding (including, as applicable, in-the-money options, restricted stock units and performance stock units, using the treasury stock method) of 33.8 million to calculate the implied per share values of Common Stock. The implied ranges of per share equity values, based on the implied low, high, average, and median values, were $15.37 to $27.92, with average and median being $20.90 and $19.75, respectively, based on Adjusted EBITDA, and $13.82 to $25.85, with average and median being $21.63 and $23.33, respectively, based on Adjusted EBITA, in each case, as compared to the Merger Consideration of $20.35 per share of Common Stock in the Merger.

Discounted Cash Flow Analysis. Baird performed a discounted cash flow analysis utilizing the Company’s projected unlevered free cash flows (defined as net income excluding after-tax net interest, plus depreciation and amortization, less capital expenditures and increases in net working capital) from June 30, 2026 to 2030, as provided by the Company’s senior management in the Projections, which unlevered free cash flows are set forth under “—Certain Unaudited Prospective Financial Information” beginning on page 55. In this analysis, Baird calculated the present values of the unlevered free cash flows from June 30, 2026 to 2030 by discounting these amounts at rates ranging from 13.0% to 14.0%, which were chosen based on the capital asset pricing model. Baird calculated the present values of the free cash flows beyond 2030 by assuming exit EBITDA multiples ranging from 8.0x to 10.0x, which were chosen based on Baird’s professional judgment. The summation of the present values of the unlevered free cash flows and the present values of the terminal values implied enterprise values ranging from approximately $804.5 million to approximately $995.2 million, which, after subtracting net debt of approximately $178.4 million and then dividing by 33.8 million shares outstanding on a fully-diluted basis, implies a range of equity values per share of $18.52 to $24.16. Baird compared these equity values per share with the Merger Consideration of $20.35 per share in the Merger.

The foregoing summary does not purport to be a complete description of the analyses performed by Baird or its presentation to the Board. The preparation of financial analyses and a fairness opinion is a complex process and is not necessarily susceptible to partial analyses or summary description. Baird believes that its analyses (and the summary set forth above) must be considered as a whole and that selecting portions of these analyses and factors considered by Baird, without considering all of these analyses and factors, could create an incomplete view of the processes and judgments underlying the analyses performed by Baird and its opinion. Baird did not attempt to assign specific weights to particular analyses. Any estimates contained in Baird’s analyses are not necessarily indicative of actual values, which may be significantly more or less favorable than as set forth therein. Estimates of values of companies do not purport to be appraisals or necessarily to reflect the prices at which companies may actually be sold. Because these estimates are inherently subject to uncertainty, Baird does not assume responsibility for their accuracy.

Pursuant to its engagement, Baird will receive a transaction fee of approximately $13 million for its services, all of which is contingent upon the consummation of the Merger. The Company has also agreed to pay Baird a fee of $1 million payable upon delivery of its opinion, regardless of the conclusion reached in its opinion, which fee is creditable against the transaction fee described above. In addition, the Company has agreed to reimburse Baird for certain of its expenses and to indemnify Baird against certain liabilities that may arise out of its engagement. Baird will not receive any other significant payment or compensation contingent upon the successful completion of the Merger. As part of its investment banking business, Baird is engaged in the evaluation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

During the two years prior to the date of its opinion, Baird was engaged to provide financial advisory and/or investment banking services to H.I.G., for which Baird received aggregate fees of between $10 million and $15 million. Specifically, (i) in October 2024, Baird represented H.I.G. in its acquisition of ITH Pharma; (ii) in April and August 2025, Baird represented H.I.G. in its sale of each of Koozie Group and EBI, LLC, respectively; and (iii) in July 2026, Baird represented H.I.G. in its sale of ECI. Except as provided above, during the two years prior to the date of its opinion, neither Baird nor any of its affiliates provided investment banking or financial

advisory services to the Company, Parent or H.I.G. for which Baird received any compensation. In addition, as of the date of its opinion, no material relationship between the Company, Parent, or any affiliate of the Company or Parent, or any other party to the Merger (including H.I.G.), on the one hand, and Baird, on the other hand, was mutually understood to be contemplated in which any compensation was intended to be received by Baird, other than the transaction fee and opinion fee described in the preceding paragraph and other than as follows: as of the date of its opinion, Baird was engaged on four separate mandates, each unrelated to the Merger, to provide sell-side financial advisory services to H.I.G. in connection with the potential sale of four of H.I.G.’s portfolio companies. Since the date of its opinion, one of those mandates has become inactive. If each such mandate is successful, Baird expects the aggregate fees payable to it in connection with such mandates to exceed the fees payable to Baird in connection with the Merger by $1 million to $5 million. Baird disclosed the foregoing relationships to the Board, and the Board considered such relationships in its evaluation of Baird’s opinion, as described under “—Background of the Merger.”

Baird is a full-service securities firm and, in the ordinary course of its business, Baird may from time to time provide investment banking, advisory, brokerage and other services to clients that may be competitors or suppliers to, or customers or security holders of, the Company or Parent or any other party that may be involved in the Merger and their respective affiliates or that may otherwise participate or be involved in the same or a similar business or industries as the Company or Parent. In addition, Baird and certain of its employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may from time to time hold or trade the securities of the Company and/or Parent (including Common Stock) for their own account or the accounts of Baird’s customers and, accordingly, may at any time hold long or short positions or effect transactions in such securities. In addition, Baird and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by H.I.G. or certain of its affiliates, and in portfolio companies of such funds, and may have co-invested with Parent, other equityholders of Parent or certain of their respective affiliates, and may do so in the future. Baird also serves as a market maker in the publicly traded securities of the Company.

Although the Company has publicly issued short-term guidance regarding certain aspects of its expected financial performance, the Company does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results, due to, among other reasons, the inherent unpredictability and subjectivity of the underlying assumptions, estimates and projections.

However, the Company is including in this proxy statement certain non-public, unaudited prospective financial information for the fiscal years ending December 31, 2026 through December 31, 2030 (collectively, the “Prospective Information”). The Prospective Information includes financial projections for the fiscal years ending December 31, 2026 through December 31, 2030 that were prepared by management, and reviewed by the Board, during 2025 in the ordinary course of business as part of the Company’s strategic planning, specifically as part of the Company’s Vision2030 strategic plan (the “Vision2030 Forecasts”). The Vision2030 Forecasts were made available to Baird but were not approved by the Company for use and reliance by Baird in connection with performing its financial analyses and opinion described under “—Opinion of the Company’s Financial Advisor” above. The Vision2030 Forecasts were not made available to H.I.G. and its affiliates and representatives.

The Prospective Information also includes financial projections for the fiscal years ending December 31, 2026 through December 31, 2030 that were prepared by management during May 2026 as an update to the Vision2030 Forecasts (the “Projections”). The Projections were prepared by the Company’s management and furnished to the Board in connection with its evaluation of the Merger. The Projections differed from the Vision2030 Forecasts in two respects. First, in light of industry and market conditions observed by management during early 2026, the Projections updated the Vision2030 Forecasts by lowering projected revenues during the projected periods by approximately 1% and reducing adjusted EBITDA on an annual basis in a range from approximately 1% to approximately 6%, in each case compared to the corresponding measure in the Vision2030 Forecasts. Second, the Projections did not reflect the impact of potential acquisitions by the Company, whereas the Vision2030 Forecasts did; this change was made in light of the speculative nature of the potential acquisitions (none of which had been specifically identified at the time the Projections were prepared) and the fact that the Company had not completed an acquisition since 2018.

The Projections were provided to Baird, and approved by the Company for Baird’s use and reliance, in connection with Baird’s financial analyses and opinion described under “—Opinion of the Company’s Financial

Advisor” above. On May 15, 2026, the Projections were also made available to H.I.G. and its affiliates and representatives in connection with their due diligence review and evaluation of a potential transaction, as described under “—Background of the Merger” above. In addition, as part of the “go-shop” process, the Projections have been made available, and will continue to be made available, to parties that have expressed interest in a potential acquisition of the Company and have entered into a confidentiality agreement with the Company.

A summary of the Prospective Information is set forth below. The Prospective Information is included in this proxy statement solely to provide the Company’s stockholders access to certain non-public information that was made available to our Board and Baird in connection with the Merger, and is not included in this proxy statement in order to influence any stockholder’s decision as to how to vote on the proposal to adopt the Merger Agreement or for any other purpose.

The Prospective Information was not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, GAAP, or prevailing practices in the industries in which the Company operates. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Prospective Information, and none of them has expressed any opinion or any other form of assurance on the Prospective Information or its achievability. The report of the Company’s independent registered public accounting firm contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 relates solely to our historical financial statements and does not extend to the Prospective Information and should not be read to do so.

Certain of the measures included in the Prospective Information may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and may not be comparable to similarly titled amounts used by other companies. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under SEC rules and, accordingly, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of the non-GAAP financial measures included in the Prospective Information were not relied upon by Baird for purposes of its financial analyses or opinion or by our Board in connection with its consideration of the Merger. Accordingly, no reconciliation is provided in this proxy statement.

The measures contained in the Prospective Information, while presented with numerical specificity, are estimates of future performance and not historical facts. The Prospective Information is based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such Prospective Information was finalized, but that are inherently uncertain and many of which are beyond the control of the Company. Important factors that may affect actual results and cause the Prospective Information not to be achieved include, but are not limited to, general economic and industry conditions, crude oil prices and levels of capital expenditure in the oil and gas industry, customer concentration, tariffs and trade barriers, the Company’s leverage and the restrictive covenants under its Credit Agreement, the Company’s ability to execute on its strategic initiatives, and the other risks and uncertainties described in this proxy statement and in the Company’s filings with the SEC, including in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Prospective Information also reflects assumptions as to certain business decisions that are subject to change. In addition, except to the extent that the Vision2030 Forecasts give effect to potential acquisition activity, the Prospective Information does not take into account any circumstances, transactions or events occurring after the date on which such Prospective Information was prepared, including the announcement or effect of the Merger, and was prepared assuming the Company would continue to operate as a standalone public company.

In the view of the Company’s management, the Prospective Information had been reasonably prepared on a basis reflecting the best estimates then available and judgments of management of the future financial performance of the Company and other matters covered thereby. In addition, the assumptions underlying the Prospective Information remain subject to change and have not been updated or revised since their preparation to reflect any changes in the Company’s business, industry performance, the legal or regulatory environment, general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated as the Prospective Information was prepared.

Accordingly, there can be no assurance that the Prospective Information will be realized, and actual results may differ materially from those reflected in the Prospective Information, whether or not the Merger is completed. Our stockholders are cautioned not to place undue reliance, if any, on the Prospective Information. The inclusion of the Prospective Information in this proxy statement should not be regarded as an indication that any of the Company, Parent, Acquisition Sub, Baird or any of their respective affiliates, officers, directors, advisors or other representatives considered, or now considers, the Prospective Information to be necessarily predictive of actual future results or that the Prospective Information should be construed as financial guidance, and they should not be relied upon as such.

The Projections are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” beginning on page 30 of this proxy statement. Except to the extent required by applicable law, the Company does not intend to, and expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date on which they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Projections, and the fact that the special meeting of the Company’s stockholders will be held many months after the Projections were prepared, stockholders are cautioned not to unduly rely on the Projections included herein. The Company urges stockholders to review the Company’s financial statements and other information contained elsewhere in or incorporated by reference into this proxy statement.

You should be aware that the Company’s directors and executive officers may have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders more generally, including: (a) the cancellation and cash-out of Company Options, Company RSUs, and Company PRSUs in connection with the Merger, as described in more detail in the section titled “Interests of the Directors and Executive Officers of the Company in the Merger—Treatment of Company Equity Awards” below; (b) the entitlement of executive officers to receive severance payments and other benefits pursuant to the Employment Agreements (as defined below) in the event of certain terminations of employment in connection with, or following, the Merger, which for purposes of such Employment Agreements constitutes a “change in control,” as described in more detail in the section titled “Interests of the Directors and Executive Officers of the Company in the Merger—Potential Change in Control and Severance Entitlements to the Company’s Executive Officers” below; and (c) the entitlement of certain executive officers to a payment of a retention bonus in connection with the Merger, as described in more detail in the section titled “Interests of the Directors and Executive Officers of the Company in the Merger—Retention Bonus Arrangements” below.

The Board was aware of these interests and considered them, among other matters, in (1) evaluating and negotiating the Merger Agreement, (2) approving the Merger Agreement and the Merger, and (3) recommending that the Merger Proposal be approved by the Company’s stockholders. These interests are described in more detail below.

For the purposes of this disclosure (as to which applicable SEC disclosure rules require the Company to list all persons who have served as an executive officer of the Company since January 1, 2025, the beginning of the Company’s last completed fiscal year), the Company’s executive officers are:

For the purposes of this disclosure, the Company’s non-employee directors as of the date hereof are Nicholas DeBenedictis, James Forese, Michelle Lohmeier, and Charles Pizzi.

Each of the Company’s directors and executive officers who own shares of Common Stock will be entitled to receive, for each share of Common Stock held by such individual, the Merger Consideration on the same terms and conditions as other Company stockholders. For information regarding the treatment of shares of Common Stock held by each of the Company’s directors and executive officers, see the section titled “The Merger Agreement—Merger Consideration,” beginning on page 77.

The following table sets forth the number of shares of Common Stock owned, as of October 8, 2026 by each of the Company’s executive officers and non-employee directors (which, for this purpose, excludes shares subject to outstanding and unvested Company RSUs, Company PRSUs and Company Options, which are, in each case, described further below).

Pursuant to the Merger Agreement, at the Effective Time, outstanding Company equity awards held by the Company’s employees and other service providers, including those held by the Company’s executive officers and non-employee directors, will be treated as follows:

The treatment of Company equity awards described above was first proposed by the Company in the June 29, 2026 letter delivered by Mr. Stamatakis, at the direction of the Board, accepting H.I.G.’s proposed price of $20.35 per share, which proposed that all outstanding equity awards, including unvested employee equity awards, vest and be paid out at closing at the per share purchase price. The treatment was negotiated between June 29 and July 2, 2026 in connection with the revised letter of intent, was discussed by the Board at its July 2, 2026 meeting and is consistent with the treatment of equity awards under the terms of the LTIP and the applicable award agreements. Mr. Stamatakis, who holds Company equity awards that will be treated in this manner, delivered that proposal on behalf of the Company. The Board considered the accelerated vesting of awards held by directors and executive officers in approving the Merger Agreement. See “—Background of the Merger.”

The following tables set forth, for each of the Company’s executive officers and non-employee directors, the aggregate number of Company Options, unvested Company RSUs and Company PRSUs, respectively, in each case that were held and outstanding as of October 8, 2026, together with the estimated value the executive officers and non-employee directors will receive in respect of such applicable equity awards in connection with the Merger assuming the closing of the Merger occurs on October 8, 2026. The treatment of the Company Options, Company RSUs, and Company PRSUs set forth in the Merger Agreement is considered to be “single trigger” (i.e., amounts triggered solely by a change in control).

The values in the table below have been determined based on the Merger Consideration of $20.35 per share of Common Stock and assume a performance level for each Company PRSU as noted below. For the purposes of the following table, Company PRSUs (rather than Company RSUs) include performance-based restricted stock unit awards for prior years that are no longer subject to performance-based vesting conditions. Actual amounts may differ from the amounts set forth below.