Mirion Technologies, Inc.: Form 10-Q for the period ended Mar 31, 2026

You should read the following discussion and analysis of Mirion’s financial condition and results of operations together with the unaudited Condensed Consolidated Financial Statements and related notes of Mirion Technologies, Inc. that are included elsewhere in this Quarterly Report on Form 10-Q as well as our audited consolidated financial statements and the notes related thereto for the year ended December 31, 2025, that are included in our Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors” included in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K. Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Mirion” and “the Company” refer to the business and operations of Mirion Technologies, Inc. and its consolidated subsidiaries. Unless the context otherwise requires or unless otherwise specified, all dollar amounts in this section are in millions.

Overview

We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and exploration.

We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as shielding, product handling, and medical imaging furniture. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.

We manage and report results of operations in two business segments: Nuclear & Safety and Medical.

• Our revenues were $257.6 million for the three months ended March 31, 2026, and $202.0 million for the three months ended March 31, 2025, of which 72.0% and 66.0% were generated in the Nuclear & Safety segment for the three months ended March 31, 2026 and 2025, respectively, and 28.0% and 34.0% were generated in the Medical segment for the three months ended March 31, 2026 and 2025.
• Remaining performance obligations (representing committed but undelivered contracts and purchase orders) was $1,120.6 million and $1,104.3 million as of March 31, 2026, and December 31, 2025, respectively.

Key Factors Affecting Our Performance

We believe that our business and results of operations and financial condition may be impacted in the future by various trends, conditions and risks. The Board has overall oversight responsibility for our risk management. During 2024, the Company initiated a formal Enterprise Risk Management program (“ERM”) where management and Internal Audit provide updates to the Board. These discussions include identification and scoring of key business risks and management's plans and progress to address identified focus areas.

The following key factors affecting our performance have included, and we anticipate they will continue to affect our future results:

• **Nuclear end market trends—**Growth and operating results in our Nuclear & Safety segment are impacted by:
• Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 100 year operating life cycle of a nuclear power plant (“NPP”);
• The emerging megatrends surrounding the power demands of data centers, cloud computing, and artificial intelligence that can be served by Nuclear;
• Increased government and industry acceptance of Nuclear as (a) a clean energy source, and (b) a viable option for domestic energy production in efforts to rely less on international imports; and
• Decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base.
• **Medical end market trends—**Growth and operating results in our Medical segment are impacted by:
• Medical radiation therapy quality assurance (“RT QA”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies;
• Changes to global regulatory standards, including new or expanded standards;
• Increased focus on healthcare safety;
• Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics;
• Changes to healthcare reimbursement; and
• Potential budget constraints in hospitals and other healthcare providers.
• **Nuclear new build projects—**A portion of our remaining performance obligations is driven by contracts associated with the construction of new nuclear power plants. These contracts can be long-term in nature and provide us with a strong pipeline for the recognition of future revenues in our Nuclear & Safety segment. We perform our services and provide our products at a fixed price for certain contracts. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. If our cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise.
• **Geopolitical and Trade Conditions—**Geopolitical and trade conditions, including related to matters affecting Russia, the relationship between the United States and China, and conflict in the Middle East (including the U.S.-Israel-Iran conflict), have impacted and may continue to impact us, through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects.
• **Inflation and Interest Rates—**We continue to actively monitor, evaluate and respond to developments relating to operational challenges in the current inflationary environment. Global supply chain disruptions and the higher inflationary environment remain unpredictable and our past results may not be indicative of future performance. In addition, the increase in interest rates has in turn led to increases in the interest rates applicable to our indebtedness and increased our debt service costs.
• **Sanctions—**There are, at any given time, a multitude of ongoing or threatened armed conflicts around the world. As one example, sanctions by the United States, the European Union, and other countries against Russian entities or individuals related to the Russia-Ukraine conflict, along with any Russian retaliatory measures could increase our costs, adversely affect our operations, or impact our ability to meet existing contractual obligations.
• **Strategic transactions—**A large driver of our historical growth has been the acquisition and integration of related businesses. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time. From time to time we also divest businesses which could also impact our operating results.
• **Environmental objectives of governments—**Growth and operating results in our Nuclear & Safety segment are impacted by environmental policy decisions made by governments in the countries where we operate. Our nuclear power customers may benefit from decarbonization efforts given the relatively low carbon footprint of nuclear power to other existing energy sources.
• **Government budgets—**While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative.
• **Research and development—**A portion of our operating expenses is associated with research and development activities associated with the design of new products. Given the specific design and application of these products, there is some risk that these costs will not result in successful products in the market. Further, the timing of these products can move and be challenging to predict.
• **Financial risks—**Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.
• **Global risk, including tariffs—**Our business depends in part on operations and sales outside the United States. Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in the supply of raw materials and components.
• **Tax risks—**Our business and financial statements can be adversely affected by changes in tax rates or exposure to tax liabilities/assessments:
• Our effective tax rate could be impacted by changes in tax laws;
• Audits or assessments by tax authorities could result in additional tax payments for prior periods;
• Foreign remittance taxes have not been provided on undistributed earnings of certain of our non-U.S. subsidiaries to the extent such earnings are considered to be indefinitely reinvested in operations. Changes in our intentions regarding reinvestment of such earnings could impact our income tax provision, cash taxes paid and effective tax rate; and
• The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Pillar Two legislation was effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. While we continue to expect the impact to be immaterial, Pillar Two could impact our cash taxes paid and effective tax rate.

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States. (“GAAP”). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

In particular, we use the non-GAAP financial measures “EBITA,” “EBITDA,” and “Adjusted EBITDA.” “Adjusted EBITDA” is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8, Borrowings, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

The following tables present a reconciliation of certain non-GAAP financial measures for the three months ended March 31, 2026, and for the three months ended March 31, 2025.

(In millions)

(1) Pre-tax non-operating expenses of $4.9 million for the three months ended March 31, 2026 include $4.6 million of mergers and acquisitions expenses, primarily consisting of nonrecurring third-party consulting and professional fees..

(2) Pre-tax non-operating expenses of $1.2 million for the three months ended March 31, 2025 include $0.7 million of one-time consulting fees related to IT services sourcing excellence and $0.5 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades.

The following tables present a reconciliation of GAAP income from operations to non-GAAP Adjusted EBITDA by segment for the three months ended March 31, 2026, and the three months ended March 31, 2025.

(In millions)

(In millions)

45

Our Business Segments

We manage and report our business in two business segments: Nuclear & Safety and Medical.

Nuclear & Safety includes products and services focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, laboratories and research and other industrial markets such as defense. For Nuclear Power Plants ("NPPs"), we sell products and services for use at any stage of their life (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market.

Medical includes products and services for radiation therapy, nuclear medicine and personal dosimetry. This segment’s principal product offering is in Radiation Therapy Quality Assurance (RT QA), which includes solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy. The advancing field of Nuclear Medicine is also served by this segment including products for radiation measurement, product handling, and medical imaging, inclusive of software across the radiopharmaceutical lifecycle. Dosimetry solutions monitor the total amount of radiation medical staff members are exposed to over time.

Recent Developments

Paragon Acquisition

On December 1, 2025, Mirion acquired 100% of the outstanding membership interest of WCI-Gigawatt Intermediate Holdco, LLC, the indirect parent of Paragon Energy Solutions, LLC ("Paragon") for $588.5 million of gross purchase consideration ($581.3 million, net of cash and net working capital adjustment), subject to final closing statement balances. As part of the Nuclear & Safety segment, Paragon is a leading provider of highly engineered solutions for large-scale nuclear power plants and small modular reactors (SMRs) in the United States. Mirion management believes that Paragon will provide Mirion's nuclear power customers with a more comprehensive suite of product offerings and services to meet their growing needs. Additionally, the addition of Paragon significantly enhances our presence in the U.S. nuclear power market and the developing SMR commercial entrants.

Certrec Acquisition

On July 31, 2025, Mirion acquired 100% of the equity interest of Certrec for $82.9 million of purchase consideration ($80.6 million net of cash), subject to final closing statement balances. As part of the Nuclear & Safety segment, Certrec is a leading supplier of regulatory compliance and digital integration solutions for the energy industry. Mirion management believes the Certrec business will be pivotal in expanding our offerings in the nuclear power market and further strengthen the development of our digital ecosystem.

Russia and Ukraine

The United States, the European Union, the United Kingdom and other governments have implemented major trade and financial sanctions against Russia and related parties in response to Russia’s invasion of Ukraine. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Nuclear & Safety segment. As of March 31, 2026, the Company has approximately $8.7 million in net contract assets and accounts receivable for Russian customers and channel partners. The Company maintains $3.2 million in advance payment guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects were approximately $98.4 million at March 31, 2026.

While we have not experienced significant impacts to our business results from these sanctions, the Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.

Basis of Presentation

Financial information presented was derived from our historical consolidated financial statements and accounting records, and they reflect the historical financial position, results of operations and cash flows of the business in conformity with U.S. GAAP for financial statements and pursuant to the accounting and disclosure rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (loss) attributable to noncontrolling interests” in the unaudited Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation.

Results of Operations

For the Three Months Ended March 31, 2026, and the Three Months Ended March 31, 2025

The following table summarizes our results of operations for the periods presented below (in millions):

Unaudited

Overview

Revenues were $257.6 million for the three months ended March 31, 2026 and $202.0 million for the three months ended March 31, 2025. Our Nuclear & Safety segment contributed $185.5 million and $133.4 million of revenues for the three months ended March 31, 2026 and 2025, respectively. Our Medical segment contributed $72.1 million and $68.6 million of revenues for the three months ended March 31, 2026 and 2025, respectively. Gross profit was $119.1 million and $96.1 million for the three months ended March 31, 2026 and 2025, respectively, resulting in a $23.0 million increase from the three months ended March 31, 2025.

Net (loss) income was $(3.4) million for the three months ended March 31, 2026 and $0.4 million for the three months ended March 31, 2025. Our Nuclear & Safety segment contributed $20.9 million and $21.7 million of income from operations for the three months ended March 31, 2026 and 2025, respectively. Our Medical segment contributed $7.8 million and $6.7 million of income from operations for the three months ended March 31, 2026 and 2025, respectively. The overall decrease in net income is primarily driven by increased cost of goods sold in the Nuclear & Safety and Medical segments, increased compensation costs, and increased amortization of intangible assets associated with recent acquisitions. Partially offsetting these items was increased revenues in the Nuclear & Safety and Medical segments, decreased interest expense, and an increased benefit from income taxes.

Revenues

Revenues were $257.6 million for the three months ended March 31, 2026 and $202.0 million for the three months ended March 31, 2025. Revenues increased $55.6 million from the three months ended March 31, 2025.

Nuclear & Safety segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to foreign exchange impacts, organic volume growth, price increases and recent acquisitions.

Medical segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to price increases, organic volume growth, and foreign exchange impacts.

Cost of revenues

Cost of revenues was $138.5 million for the three months ended March 31, 2026 and $105.9 million for the three months ended March 31, 2025, an increase of $32.6 million period over period.

Cost of revenues related to the Nuclear & Safety segment increased $31.6 million period over period. The increase was primarily driven by foreign exchange impacts of $3.2 million, unfavorable margin mix of $2.9 million, inflation of $2.1 million, and costs associated with the recent acquisitions of $22.5 million.

Cost of revenues related to the Medical segment increased $1.0 million period over period as a result of foreign exchange impacts and increased costs of material and labor.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $105.8 million for the three months ended March 31, 2026 and $78.7 million for the three months ended March 31, 2025, resulting in an increase of $27.1 million period over period.

Our Nuclear & Safety segment incurred higher SG&A expenses of $21.1 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was driven by increased compensation costs, amortization expense from newly acquired intangible assets, foreign exchange impacts, and increased depreciation.

Our Medical segment incurred higher SG&A expenses of $0.5 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was driven by increased compensation costs, partially offset by lower amortization expense for intangible assets.

Corporate SG&A expenses were $23.2 million for the three months ended March 31, 2026 and $17.7 million for the three months ended March 31, 2025. The increase of $5.5 million was primarily driven by current period mergers and acquisition expenses as well as increased compensation costs.

Research and development expenses

Research and development (“R&D”) expenses were $9.6 million for the three months ended March 31, 2026 and $8.7 million for the three months ended March 31, 2025, resulting in an increase of $0.9 million period over period.

Income from operations

Income from operations was $3.7 million for the three months ended March 31, 2026 compared with $8.7 million for the three months ended March 31, 2025. On a segment basis, income from operations in the Nuclear & Safety segment for the three months ended March 31, 2026 and three months ended March 31, 2025 was $20.9 million and $21.7 million, respectively, representing a decrease of $0.8 million period over period. Income from operations in the Medical segment for the three months ended March 31, 2026 and 2025 was $7.8 million and $6.7 million, respectively, representing an increase of $1.1 million period over period. Corporate expenses were $25.0 million and $19.7 million for the three months ended March 31, 2026 and 2025, respectively, representing an increase of $5.3 million period over period. See “Business segments” and “Corporate and other” below for further details.

Interest expense, net

Interest expense, net, was $5.0 million for the three months ended March 31, 2026 and $10.6 million for the three months ended March 31, 2025. The $5.6 million decrease in interest expense, net was due to decreased SOFR from the prior period, the $244.6 million decrease in the term loan balance as a result of the debt refinancing during the three months ended June 30, 2025, the 0.25% interest rate negotiated on the $400.0 million offering of Convertible Senior Notes due 2030 completed during the three months ended June 30, 2025, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, Note 9, Convertible Debt, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Foreign currency gain, net

We recorded a $3.7 million net loss for the three months ended March 31, 2026 and a $2.8 million net gain for the three months ended March 31, 2025 from foreign currency exchange. The change in foreign currency (loss) gain, net is due primarily to fluctuations in European local currencies in relation to the U.S. dollar and the related impact on our intercompany loans.

Income taxes

The effective income tax rate was 34.6% and 33.3% for the three months ended March 31, 2026 and 2025, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings.

The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal income tax permanent differences and the impact of valuation allowances.

Business segments

The following provides detail for business segment results for the three months ended March 31, 2026 and 2025. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.

For reconciliations of segment revenues and operating income to our consolidated results, see Note 15, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Nuclear & Safety

Unaudited

(In millions)

Nuclear & Safety segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to positive foreign exchange fluctuations of $6.4 million and $1.8 million of organic volume growth, primarily driven by military and civil defense, partially offset by a decline in growth within the labs and research end-market. Additional drivers include $1.7 million of price increases and $42.2 million of additional revenue from the recent acquisitions.

Income from operations was $20.9 million and $21.7 million for the three months ended March 31, 2026 and 2025, respectively. Income from operations decreased $0.8 million period over period driven by a loss from operations associated with recent acquisitions (inclusive of purchase accounting intangibles amortization of $8.4 million). Other impacts to the business include $2.1 million in negative foreign exchange and inflationary impacts on operating expenses. These changes were partially offset by the increase in revenues described above.

Medical

Unaudited

(In millions)

49

Medical segment revenues increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to $2.1 million of price increases, $0.7 million in organic volume growth, and $0.7 million of foreign exchange fluctuations.

Income from operations was $7.8 million and $6.7 million for the three months ended March 31, 2026 and 2025, respectively, representing a $1.1 million increase in income from operations period over period. The increase in income from operations period over period was largely due to increased revenues as described above, a reduction in amortization expense of $0.3 million, partially offset by increased compensation costs of $0.8 million.

Corporate and other

Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives.

Corporate and other costs were $25.0 million for the three months ended March 31, 2026 and $19.7 million for the three months ended March 31, 2025, which represents an increase of $5.3 million period over period. The increase versus the comparable period was predominantly driven by increased current period mergers and acquisition expenses of $3.4 million and increased compensation costs of $1.9 million, of which $0.8 million is associated with the establishment of a new artificial intelligence function.

For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 15, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

Overview of Liquidity

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.

Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage Mirion's capital structure on a short- and long-term basis. Access to capital and availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance of continued access to financing from the capital markets on acceptable terms or at all.

At March 31, 2026 and December 31, 2025 we had $400.8 million and $412.3 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $196.0 million and $205.7 million, respectively, primarily in Europe and Canada. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise.

For more information on our lease commitments and other commitments and contingencies, see Note 10, Leased Assets, and Note 11, Commitments and Contingencies, respectively, of the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report Form 10-Q.

Debt Profile

2021 Credit Agreement

The Company maintains a credit agreement (the “2021 Credit Agreement”) among Mirion IntermediateCo Inc., a Delaware corporation, as Holdings, Mirion Technologies (US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party thereto, and Citibank, N.A., as the Administrative Agent and Collateral Agent.

The 2021 Credit Agreement, as amended, provides for an $830.0 million senior secured first lien term loan facility and a $175.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on June 5, 2032, and the revolving facility is scheduled to expire and mature on March 21, 2030. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments, subject to stepdowns to 0.375% per annum and 0.25% per annum upon the achievement of specified leverage ratios. Any outstanding letters of credit issued under the 2021 Credit Agreement reduce the availability under the revolving line of credit.

The 2021 Credit Agreement is secured by a first priority lien on the equity interests of the Parent Borrower owned by Holdings and substantially all of the assets (subject to customary exceptions) of the borrowers and the other guarantors thereunder. Interest with respect to the facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on the Secured Overnight Financing Rate ("SOFR") for borrowings in U.S. dollars, a floating rate formula based on Euro Interbank Offered Rate (“EURIBOR”) for borrowings in Euro or a floating rate formula based on the Sterling Overnight Index Average (“SONIA”) for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing.

The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. The negative covenants include, among others and in each case subject to certain thresholds and exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitations on making investments, and a financial covenant that the “First Lien Net Leverage Ratio” (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 7.00 to 1.00 if on the last day of such fiscal quarter certain borrowings outstanding under the revolving credit facility exceed 40% of the total revolving credit commitments at such time. The covenants also contain limitations on the activities of Mirion IntermediateCo, Inc. as the “passive” holding company. If any of the events of default occur and are not cured or waived, any unpaid amounts under the 2021 Credit Agreement may be declared immediately due and payable, the revolving credit commitments may be terminated and remedies against the collateral may be exercised. Mirion IntermediateCo, Inc. was in compliance with all debt covenants on March 31, 2026 and December 31, 2025.

Term Loan - The term loan had a remaining principal balance of $450.0 million as of March 31, 2026 and December 31, 2025. The term loan bore interest at the greater of SOFR or 0.50%, plus 2.00%. The interest rate was 5.67% and 5.78% as of March 31, 2026 and December 31, 2025, respectively. The Company made no repayments during the three months ended March 31, 2026 and repaid $244.6 million during the year ended December 31, 2025.

Revolving Line of Credit - There was no outstanding balance under the arrangement as of March 31, 2026 and December 31, 2025. Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $17.9 million and $15.7 million for the periods ended March 31, 2026 and December 31, 2025, respectively. The amount available on the revolver as of March 31, 2026 and December 31, 2025 was approximately $157.1 million and $159.3 million, respectively.

Convertible Senior Notes due 2030

On May 23, 2025, the Company completed a private offering of $400.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2030, including the initial purchasers’ exercise in full of their option to purchase additional Notes (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated May 23, 2025 (the “May Indenture”). The May Indenture includes customary covenants and sets forth certain events of default after which the 2030 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the outstanding principal and accrued interest of the 2030 Notes becomes automatically due and payable.

The 2030 Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased. The 2030 Notes will bear interest from May 23, 2025 at a rate of 0.25% per year payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025. The 2030 Notes will be convertible at the option of the holders in certain circumstances discussed below. The 2030 Notes will be convertible into cash, shares of Mirion’s Class A common stock or a combination of cash and shares of Mirion’s Class A common stock, at the Company’s election.

The initial conversion rate is 43.2751 shares of Mirion’s Class A common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $23.11 per share of Mirion's Class A common stock. The initial conversion price of the 2030 Notes represents a conversion premium of 32.5% to the last reported sale price of Mirion’s Class A common stock of $17.44 per share on May 20, 2025. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the May Indenture.

Convertible Senior Notes due 2031

On September 30, 2025, concurrently with an offering of Mirion's Class A common stock, the Company completed a private offering of $375.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, including the initial purchasers’ exercise in full of their option to purchase additional Notes (the “2031 Notes”). The 2031 Notes were issued pursuant to an indenture, dated September 30, 2025 (the “September Indenture”). The September Indenture includes customary covenants and sets forth certain events of default after which the 2031 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the outstanding principal and any unpaid special interest of the 2031 Notes becomes automatically due and payable.

The 2031 Notes will mature on October 1, 2031, unless earlier converted, redeemed or repurchased. The 2031 Notes will not bear regular interest, and the principal amount of the 2031 Notes will not accrete. Special interest will accrue on the 2031 Notes in the circumstances at the rates set forth within the September Indenture. The 2031 Notes will be convertible at the option of the holders in certain circumstances discussed below. The 2031 Notes will be convertible into cash, shares of Mirion’s Class A common stock or a combination of cash and shares of Mirion’s Class A common stock, at the Company’s election.

The initial conversion rate is 34.6951 shares of Mirion’s Class A common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $28.82 per share of Mirion's Class A common stock. The initial conversion price of the 2031 Notes represents a conversion premium of 35.0% to the related public offering price per share of Mirion Class A common stock of $21.35 per share. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the September Indenture.

Redemption

The Company may not redeem the 2030 Notes prior to June 6, 2028 and the 2031 Notes prior to October 5, 2028. The Company may redeem for cash 100% of the principal amounts of the 2030 Notes and 2031 Notes being redeemed plus any unpaid special interest or any portion of the principal at its option, on or after the applicable redemption date, but only if a certain liquidity condition has been satisfied and the last reported sale price of Mirion's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company redeems less than all of the outstanding notes, at least $100.0 million aggregate principal amount of the the respective notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.

If the Company undergoes a fundamental change, as defined in the May and September Indentures, then subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity dates or if the Company issues a notice a redemption, the Company will increase the conversion rate for holders who elect to convert their notes in connection with such a corporate event. The conditions allowing holders of the 2030 Notes and 2031 Notes to convert were not met during the three months ended March 31, 2026.

Interest and Maturity

The 2030 Notes and 2031 Notes are classified as long-term liabilities, net of issuance costs of $10.4 million and $9.1 million, respectively, as of March 31, 2026, and $12.4 million and $9.9 million, respectively, as of December 31, 2025, on the unaudited Condensed Consolidated Balance Sheets. As of March 31, 2026 and December 31, 2025, the net carrying amount of the 2030 Notes and 2031 Notes approximates fair value. As the 2030 Notes and 2031 Notes were not issued at a premium, no portion of the proceeds from the issuance of the 2030 Notes and 2031 Notes met the requirements to be accounted for separately as a component of stockholders’ equity. The 2030 Notes and 2031 Notes were issued at par, and costs associated with the issuance of the 2030 Notes and 2031 Notes are amortized to interest expense over the contractual term of the respective Notes. Interest expense (including amortization of deferred issuance costs) recognized related to the 2030 Notes for the three months ended March 31, 2026 was $0.9 million. No special interest was recorded for the 2031 Notes and amortization of deferred financing costs of $0.4 million was recorded for the 2031 Notes during the three months ended March 31, 2026. As of March 31, 2026, the effective interest rate of the 2030 Notes is 0.88%.

For more discussion on the Company's debt profile, see Note 8, Borrowings, and Note 9, Convertible Debt, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Share Repurchase Program

In December 2024, we instituted a share repurchase program for up to $100 million of the currently outstanding shares of our Class A common stock, as approved by our Board of Directors and authorized until November 14, 2029. Under the share repurchase program, we intend to repurchase shares from time to time through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including

Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended. We have repurchased 1.9 million shares cumulatively under this program as of March 31, 2026 for $34.6 million.

Hedges

The Company’s policy requires derivatives to be used solely for managing risks and not for speculative purposes. As a result of the Company’s European operations, the Company is exposed to fluctuations in exchange rates between EUR and USD. As such, the Company entered into two cross-currency rate swaps during the year ended December 31, 2022, to manage currency risks related to our investments in foreign operations. During the year ended December 2025, the Company extended one cross-currency rate swap derivative by two years. During the three months ended March 31, 2026, the Company extended the other cross-currency rate swap derivative by thirty-three months. The Company is also subject to interest rate risk related to the Credit Facilities. The Company manages its risk to interest rate fluctuations through the use of derivative financial instruments. As such, the Company entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2023, as well as an additional interest rate swap (notional amount of $100.0 million) during the year ended December 31, 2025, to mitigate the risk of adverse changes in benchmark interest rates on the Company’s future interest payments (collectively, the “interest rate swaps”).

The cross-currency rate swaps are derivative financial instruments that have been designated and qualify as hedges of net investments in our foreign operations. Accordingly, the changes in the fair values of the swaps are recognized in net investment hedges adjustments, a component of AOCL, to offset the changes in the values of the net investments being hedged. Any ineffective portions of net investment hedges are reclassified from AOCL into earnings during the period of change. The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions):

The interest rate swaps are derivative financial instruments that have been designated and qualify as cash flow hedges. The changes in the fair values of the cash flow hedges are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our unaudited Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the three months ended March 31, 2026 the interest rate swaps resulted in gains of $0.3 million recognized in other comprehensive income (“OCI”). Gains of $0.1 million in income were recognized through interest expense and reclassified from OCI during the same period.

For more discussion of the hedges of net investments, see Note 16, Fair Value Measurement, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-Q.

Cash flows

For the Three Months Ended March 31, 2026, and for the Three Months Ended March 31, 2025

Unaudited

(In millions)

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $18.9 million for the three months ended March 31, 2026 as compared to net cash provided by operating activities of $35.6 million for the three months ended March 31, 2025, representing a decrease of $16.7 million. The change is primarily due to $31.6 million in additional cash outflow from changes in various items in net working capital, primarily timing of accounts receivable billing. This is partially offset by the cash impact from our net loss, adjusted for non-cash items, increasing by $14.9 million.

Net Cash Used in Investing Activities

Net cash used in investing activities was $9.2 million for the three months ended March 31, 2026 versus $7.6 million for the three months ended March 31, 2025 representing an increase of $1.6 million. The increase in net cash used was driven primarily by $1.0 million in additional capital expenditures and a $0.6 million decrease in proceeds from net investment hedge derivative contracts classified as investing activities.

Net Cash Used in Financing Activities

Net cash used in financing activities was $19.9 million during the three months ended March 31, 2026 versus $21.2 million during the three months ended March 31, 2025. The decrease of $1.3 million period over period primarily relates to financing costs of $0.5 million in the prior period and a net decrease in repurchases of Company stock for treasury and tax withholdings for vesting restricted stock units of $0.4 million.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Such estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.

During the three months ended March 31, 2026, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K.

Recent Accounting Pronouncements

See Note 1, Nature of Business and Summary of Significant Accounting Policies, to our unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Quantitative and Qualitative Disclosures about Market Risk

We have no material changes to the disclosures on this matter for the three months ended March 31, 2026 than from the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2025.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that material information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025, as further updated and supplemented below, which could materially affect our business, results of operations, and financial conditions. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.

Our operating results may be impacted by the effects of, and changes in, worldwide economic conditions, geopolitical tensions, international trade, tariffs and retaliatory countermeasures, export controls and other trade barriers, global trade wars or domestic preferences, any of which could increase our costs and materially and adversely affect our business, results of operations and financial condition. Our global business, operations, and the execution of our business strategies and plans are subject to global competition and economic and geopolitical risks that are beyond our control, such as, among other things, tariffs and retaliatory countermeasures, trade barriers and other governmental protectionist measures impacting international trade agreements or imposing trade restrictions, any of which can negatively affect us. Geopolitical tensions, including the ongoing conflict involving Iran, have contributed to uncertainty in the broader macroeconomic environment, including volatility in energy markets and continued concerns regarding inflation and interest rates. Additionally, heightened geopolitical tensions and uncertainties related to trade wars have caused economic disruption and uncertainty, which may impact customer spending, project timing, and overall demand for the Company's products. These factors may continue to negatively affect our financial results and operating cash flows. We are unable to predict the extent or duration of these impacts, including the effect of any further escalation or related governmental or market responses, on our business, financial condition and results of operations.

There is currently significant uncertainty about future trade relationships between the United States and various other countries, most significantly Russia, Canada, Mexico, and China. Further escalation of specific trade tensions, including those between the U.S. and China, or more broadly in global trade conflicts, could materially and adversely affect the Company’s business and operations. The U.S. government and other governments have imposed export controls and tariffs on certain products and certain components that we import into, and export out of, the United States, and we, our customers, suppliers, and partners may become subject to additional tariffs and export controls and our products and services may be subject to increased competition outside of the United States. In addition, geopolitical tensions could result in, among other things, cyberattacks, supply chain disruptions, higher energy and other commodity costs, lower demand, changes to foreign exchange rates and financial markets. Additional tariffs and trade restrictions may result in increased manufacturing costs and product pricing, further supply chain disruptions, limit access to end markets and lower profitability. We also generate a significant amount of our revenue outside of the United States which may be adversely affected by tariffs and trade controls imposed by other countries. Revenue generated from outside of North America accounted for approximately 32.1% of our net sales for the quarter ended March 31, 2026 and approximately 37.1% of our net sales for the year ended December 31, 2025, and international sales are expected to remain a material percentage of our total revenue in future periods. If we are not successful in offsetting the impact of tariffs, export controls, trade barriers, and other geopolitical disruptions, our business, results of operations and financial condition may be adversely affected.