Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflect: (i) the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.	$	6,949	$	13,108	$	16,918	$	12,939
Denominator:
Weighted average common shares outstanding	31,853		31,543		31,768		31,361
Basic earnings per share	$	0.22	$	0.42	$	0.53	$	0.41

Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.	$	6,949	$	13,108	$	16,918	$	12,939
Denominator:
Weighted average common shares outstanding	31,853		31,543		31,768		31,361
Dilutive effect of stock options outstanding (1)	389		99		368		102
Dilutive effect of restricted stock units outstanding (1)	797		238		783		457
	33,039		31,880		32,919		31,920
Diluted earnings per share	$	0.21	$	0.41	$	0.51	$	0.41

(1) For the three months ended September 30, 2025, 388,000 shares, related to stock options and 165,000 shares, related to restricted stock units were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share. No shares related to restricted stock units or stock options were anti-dilutive for the three months ended September 30, 2026. For the nine months ended September 30, 2026, 6,000 shares related to RSUs were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share. For the nine months ended September 30, 2025, 379,000 shares, related to stock options and 227,000 shares, related to restricted stock units were anti-dilutive and therefore were excluded from the calculation of diluted earnings per share.