Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Mirion Technologies, Inc. (“Mirion,” the “Company,” “we,” “our,” or “us” and formerly GS Acquisition Holdings Corp II (“GSAH”)) is a global provider of radiation detection, measurement, analysis, and monitoring products and services to the medical, nuclear, and defense end markets. On October 20, 2021, Mirion Technologies, Inc. was formed when it consummated its business combination with GSAH.
We provide products and services through our two operating and reportable segments; (i) Nuclear & Safety and (ii) Medical. The Nuclear & Safety segment provides 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 and essential measurement devices for new build, maintenance, decontamination and decommission equipment for monitoring and control during fuel dismantling and remote environmental monitoring. The Medical segment provides radiation oncology quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy centers around the world, 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.
The Company is headquartered in Atlanta, Georgia and has operations in the United States, Canada, the United Kingdom, France, Germany, Finland, China, Belgium, the Netherlands, Estonia, Japan, and South Korea.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. The interim unaudited Condensed Consolidated Financial Statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair representation of the results for the periods presented and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the period ended December 31, 2025, which include a complete set of footnote disclosures, including our significant accounting policies included in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. The unaudited Condensed 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 allocated to noncontrolling interests is reported as “Income attributable to noncontrolling interests” in the unaudited Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation.
The Company recognizes a noncontrolling interest for the portion of Class B common stock of Mirion IntermediateCo, Inc., a Delaware corporation and direct subsidiary of the Company (“IntermediateCo”) that is not attributable to the Company. See Note 20, Noncontrolling Interests.
Segments
The Company manages its operations through two operating and reportable segments: Nuclear & Safety and Medical. These segments align the Company’s products and service offerings with customer use in medical and industrial markets and are consistent with how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), reviews and evaluates the Company’s operations. The CODM allocates resources and evaluates the financial performance of each operating segment. The Company’s segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Refer to Note 15, Segment Information, for further detail.
Use of Estimates
Management estimates and judgments are an integral part of financial statements prepared in accordance with GAAP. We believe that the critical accounting policies listed below address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include but are not limited to: goodwill and intangible assets; estimated progress toward completion for certain revenue contracts; uncertain tax positions and tax valuation allowances.
Significant Accounting Policies
There have been no material changes in our significant accounting policies during the six months ended June 30, 2026, as compared to the significant accounting policies described in Note 1 to the audited consolidated financial statements on Form 10-K for the period ended December 31, 2025.
Accounts Receivable and Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The allowance for doubtful accounts was $1.8 million and $3.4 million as of June 30, 2026 and December 31, 2025, respectively.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets are primarily comprised of various prepaid assets including prepaid insurance, short-term marketable securities, and income tax receivables.
The components of prepaid expenses and other current assets consist of the following (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Prepaid insurance | $ | 3.6 | | | $ | 3.4 | |
| Prepaid vendor deposits | 5.0 | | | 3.8 | |
| Prepaid software expenses | 6.4 | | | 5.4 | |
| Restricted cash | 2.8 | | | 2.8 | |
| Short-term marketable securities | 6.6 | | | 6.9 | |
| Income tax receivable and prepaid income taxes | 12.7 | | | 13.2 | |
| Other tax receivables | 1.7 | | | 1.4 | |
| Other current assets | 16.2 | | | 16.5 | |
| $ | 55.0 | | | $ | 53.4 | |
Facility and Equipment Decommissioning Liabilities
The Company has asset retirement obligations (“ARO”) consisting primarily of equipment and facility decommissioning costs. ARO liabilities totaled $2.9 million for the periods ended June 30, 2026 and December 31, 2025, and were included in other liabilities on the unaudited Condensed Consolidated Balance Sheets. Accretion expense related to these liabilities was not material for any periods presented.
Convertible Senior Notes
In May 2025, the Company issued in a private offering $400.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 (the “2030 Notes”), including the initial purchasers' exercise in full of their option to purchase additional Notes. In September 2025, the Company issued in a private offering $375.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “2031 Notes”), including the initial purchasers' exercise in full of their option to purchase additional Notes. The 2030 Notes and 2031 Notes are accounted for in accordance with ASC 470-20, “Debt with Conversion and Other Options”. See Note 9, Convertible Debt, for additional details.
Revenue Recognition
The Company recognizes revenue from arrangements that include performance obligations to design, engineer, manufacture, deliver, and install products. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.
Revenue derived from passive dosimetry and analytical services is of a subscription nature and is provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Revenue is recognized ratably over the service period as the service is continuous, and no other discernible pattern of recognition is evident.
Contract Balances
Revenue earned in excess of billings on contracts in progress (contract assets) are classified in the unaudited Condensed Consolidated Balance Sheets in costs in excess of billings on uncompleted contracts. Amounts billed in excess of revenue earned (contract liabilities) are included in deferred contract revenue. Our billing terms for these over-time contracts are generally based on achieving specified milestones. The differences between the timing of our revenue recognized (based on costs incurred) and customer billings (based on contractual terms) results in changes to our contract asset or contract liability positions.
Milestone billing is aligned to the timing of the associated performance of the Company at the contract onset and generally occurs multiple times in a given twelve-month period. Unexpected project delays could impact the contract asset or liability position during the course of a contract. Contract asset balances are reviewed by management for future credit losses by considering factors such as historical experience, the customers' financial condition and current economic conditions. In circumstances where the Company is aware of a specific customer's inability to meet its financial and contractual obligations, a specific reserve is recorded against the contract asset. As of June 30, 2026, one project accounts for more than 10% of the contract asset balance (11%). For more information, see Note 3, Contracts in Progress.
Remaining Performance Obligations
The remaining performance obligations for all open contracts as of June 30, 2026 include assembly, delivery, installation, and trainings. The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $1,138.6 million and $1,104.3 million as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, the Company estimates that approximately 35%, 29%, 11%, and 5% of the remaining performance obligations will be recognized as revenue during 2026, 2027, 2028 and 2029, respectively, and the remainder thereafter. This estimate of timing of future revenue recognition conversion can be impacted period to period based on the timing of operational execution phases within our uncompleted construction-type contracts.
Disaggregation of Revenues
A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition and product category is provided in Note 15, Segment Information.
Treasury Stock
We account for treasury stock under the cost method pursuant to the provisions of ASC 505-30, "Treasury Stock". Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account, treasury stock. The equity accounts that were originally credited for the original share issuance, common stock and additional paid-in capital, remain intact.
When treasury shares are reissued at a price higher than cost, the difference is recorded as a component of additional paid-in capital in the unaudited Condensed Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of additional paid-in capital to the extent that previously recorded gains exist to offset the losses. If there are no treasury stock gains in additional paid-in-capital, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in the unaudited Condensed Consolidated Balance Sheets. Treasury stock is reissued on a FIFO cost flow basis to compute excesses and deficiencies upon subsequent share reissuance.
Concentrations of Risk
Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts.
The Company sells its products and services mainly to large, private and governmental organizations in the Americas, Europe, the Middle East and Asia Pacific regions. The Company performs ongoing evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable. As of June 30, 2026 and December 31, 2025, no customer accounted for more than 10% of the accounts receivable balance. No single customer accounted for more than 10% of total revenues during the three and six months ended June 30, 2026, and June 30, 2025, respectively.
Recent Accounting Pronouncements
Accounting Guidance Issued but not yet Adopted
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” ASU 2023-06 clarifies or improves disclosure and presentation requirements of a variety of topics. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. The Company is currently evaluating the impact of this ASU.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures.” The ASU will improve the decision usefulness for investors by requiring public business entities to disclose more detailed information about their expenses such as (a) inventory and manufacturing expense, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, etc. The amendments will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments will be applied prospectively with an option for a retrospective application. The Company is evaluating the impact of this new standard and believes that the adoption will result in additional disclosures, but does not expect it to have any other impact on its consolidated financial statements
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software.” ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU makes targeted improvements to capitalization of costs for software developed or obtained for internal use. The amendment is expected to simplify the analysis for internal-use software cost capitalization, as entities no longer will be required to align capitalization to project stages that are not applicable to an agile development environment. The amendments will be effective for fiscal years beginning after December 15, 2027, in addition to the interim periods within those annual reporting periods, with early adoption permitted at the beginning of a reporting period. The Company is currently evaluating the impact of this ASU and plans to early adopt with prospective application beginning in fiscal year 2027.
2. Business Combinations, Acquisitions, and Business Disposals
All acquisitions are accounted for under the acquisition method of accounting, and the related assets acquired and liabilities assumed are recorded at fair value. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates
and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and growth rates. These assumptions are forward looking and could be affected by future economic and market conditions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
Purchases of acquired businesses resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements, which is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The goodwill is not amortized but some portion may be deductible for income tax purposes. This goodwill recorded includes the following:
•The expected synergies and other benefits that we believe will result from combining the operations of the acquired business with the operations of Mirion;
•Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products;
•The value of the existing business as an assembled collection of net assets versus if the Company had acquired all of the net assets separately.
Purchase of Certrec
On July 31, 2025, Mirion acquired 100% of the equity interest of Certrec for approximately $82.9 million of gross purchase consideration ($80.6 million, net of cash). 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 Mirion's digital ecosystem.
Transaction costs related to Certrec were not material for the three and six months ended June 30, 2026.
Purchase of Paragon Energy Solutions
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 $588.6 million of gross purchase consideration ($581.5 million, net of cash and net working capital adjustment). 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 Mirion's presence in the U.S. nuclear power market and the developing SMR commercial entrants.
Transaction costs related to Paragon were not material for the three and six months ended June 30, 2026.
Fair value of Assets Acquired in 2025
The following table summarizes the total business enterprise value, comprised of the fair value of net assets acquired for the prior year acquisitions (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Certrec | | Paragon |
| Date of acquisition | July 31, 2025 | | December 1, 2025 |
| Segment | Nuclear & Safety | | Nuclear & Safety |
| | | | | | | |
| Final Amounts at June 30, 2026 | | Provisional Amounts at December 31, 2025 | | Measurement-period Adjustments | | Provisional Amounts at June 30, 2026 |
Goodwill (1) | $ | 55.7 | | | $ | 343.7 | | | $ | 1.4 | | | $ | 345.1 | |
| | | | | | | |
| Amortizable intangible assets: | | | | | | | |
Developed technology (2) | 19.9 | | | 52.1 | | | — | | | 52.1 | |
Customer relationships (3) | 8.6 | | | 171.3 | | | 3.1 | | | 174.4 | |
Trade names (4) | 1.4 | | | 12.6 | | | — | | | 12.6 | |
Leasehold improvements (5) | — | | | 2.0 | | | — | | | 2.0 | |
Backlog (6) | — | | | 12.5 | | | 0.1 | | | 12.6 | |
| Total amortizable intangible assets | $ | 29.9 | | | $ | 250.5 | | | $ | 3.2 | | | $ | 253.7 | |
| | | | | | | |
| Tangible assets and liabilities: | | | | | | | |
| Cash | $ | 2.3 | | | $ | 4.6 | | | $ | — | | | $ | 4.6 | |
| Restricted cash—current | — | | | 2.5 | | | — | | | 2.5 | |
| Accounts receivable, net | 0.7 | | | 14.3 | | | — | | | 14.3 | |
| Costs in excess of billings | — | | | 12.4 | | | (0.8) | | | 11.6 | |
| Inventories | — | | | 16.3 | | | (0.7) | | | 15.6 | |
| Prepaid expenses and other currents assets | 0.1 | | | 2.3 | | | — | | | 2.3 | |
| Property, plant, and equipment, net | — | | | 1.4 | | | — | | | 1.4 | |
| Other assets | 0.8 | | | 2.3 | | | (0.5) | | | 1.8 | |
| Accounts payable | (0.3) | | | (6.9) | | | — | | | (6.9) | |
| Deferred contract revenue | (4.2) | | | (11.0) | | | (1.4) | | | (12.4) | |
| Accrued expenses and other current liabilities | (1.6) | | | (9.9) | | | (1.0) | | | (10.9) | |
| Deferred income taxes, non-current | — | | | (32.9) | | | — | | | (32.9) | |
| Other liabilities, non-current | (0.5) | | | (1.2) | | | — | | | (1.2) | |
| Net tangible assets acquired | $ | (2.7) | | | $ | (5.8) | | | $ | (4.4) | | | $ | (10.2) | |
| | | | | | | |
| Purchase consideration | $ | 82.9 | | | $ | 588.4 | | | $ | 0.2 | | | $ | 588.6 | |
| Less: cash and restricted cash acquired | 2.3 | | | 7.1 | | | — | | | 7.1 | |
| GAAP purchase consideration, net of cash acquired | $ | 80.6 | | | $ | 581.3 | | | $ | 0.2 | | | $ | 581.5 | |
(1)The goodwill of $55.7 million and $345.1 million, respectively, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed and is attributable to the acquired assembled workforce and expected revenue and cost synergies. A portion of the goodwill recognized is expected to be deductible for income tax purposes. The purchase price allocation for Paragon has not been finalized, and we expect to finalize the valuation report and complete the purchase price allocation no later than one-year from the acquisition date.
(2)The useful life for developed technology ranges from 5-15 years.
(3)The useful life for customer relationships is 10 years.
(4)The useful life for trade names is 10 years.
(5)The useful life for leasehold improvements is 3.6 years.
(6)The useful life for backlog is 3 years.
The estimated fair values of all assets acquired and liabilities assumed in the Paragon acquisition are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date, including but not limited to, inventory, costs in excess of billings, intangible assets, deferred revenue balances and the valuation of tax accounts.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the Company's results of operations for the three and six months ended June 30, 2025, to illustrate the estimated effects of the acquisitions of Certrec and Paragon as if they had occurred on January 1, 2024. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company's operating results that may have actually occurred had the acquisitions been completed on January 1, 2024. The unaudited pro forma financial information does not reflect the expected realization of any anticipated cost savings, operating efficiencies, or other synergies that may have been associated with the acquisitions.
| | | | | | | | | | | |
| (amounts in millions) | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2025 |
| Total revenues | $ | 257.2 | | | $ | 489.5 | |
| Net loss | 4.7 | | | 1.0 | |
| Net loss attributable to Mirion Technologies, Inc. stockholders | 4.5 | | | 0.7 | |
The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisitions had occurred on January 1, 2024, to give effect to certain events the Company believes to be directly attributable to the acquisitions. These pro forma adjustments primarily include:
•A net increase in cost of revenues, depreciation, and amortization expense that would have been recognized due to acquired inventory, property, plant and equipment, operating leases and intangible assets;
•An increase in amortization of deferred financing costs that would have been recognized due to the convertible senior notes obtained to finance the transaction; and
•A change in income tax expense to reflect the income tax effect of the pro forma adjustments based upon an estimated blended statutory rate of 23%.
3. Contracts in Progress
Costs and billings on uncompleted construction-type contracts consist of the following (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Costs incurred on contracts (from inception to completion) | $ | 509.6 | | | $ | 466.9 | |
| Estimated earnings | 299.1 | | | 282.4 | |
| Contracts in progress | 808.7 | | | 749.3 | |
| Less: billings to date | (745.6) | | | (680.2) | |
| $ | 63.1 | | | $ | 69.1 | |
The balances reflected in the table above include the open projects acquired in the Paragon purchase; refer to Note 2, Business Combinations, Acquisitions, and Business Disposals, for additional information regarding the Paragon purchase.
The carrying amounts related to uncompleted construction-type contracts are included in the accompanying unaudited Condensed Consolidated Balance Sheets under the following captions (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Costs and estimated earnings in excess of billings on uncompleted contracts – current | $ | 90.2 | | | $ | 93.8 | |
Costs and estimated earnings in excess of billings on uncompleted contracts – non-current (1) | 23.5 | | | 21.5 | |
Billings in excess of costs and estimated earnings on uncompleted contracts – current (2) | (48.0) | | | (43.7) | |
Billings in excess of costs and estimated earnings on uncompleted contracts – non-current (3) | (2.6) | | | (2.5) | |
| $ | 63.1 | | | $ | 69.1 | |
(1) Included in other assets within the unaudited Condensed Consolidated Balance Sheets.
(2) Included in deferred contract revenue – current within the unaudited Condensed Consolidated Balance Sheets.
(3) Included in other liabilities within the unaudited Condensed Consolidated Balance Sheets.
For the three and six months ended June 30, 2026, the Company has recognized revenue of $9.9 million and $27.0 million related to the contract liabilities balance as of December 31, 2025, respectively.
4. Inventories
The components of inventories consist of the following, net of reserves (in millions):
| | | | | | | | | | | |
| | June 30, 2026 | | December 31, 2025 |
| Raw materials | $ | 76.2 | | | $ | 82.9 | |
| Work in progress | 40.9 | | | 34.7 | |
| Finished goods | 42.3 | | | 35.0 | |
| | $ | 159.4 | | | $ | 152.6 | |
5. Property, Plant and Equipment, Net
Property, plant and equipment, net consist of the following (in millions):
| | | | | | | | | | | | | | | | | |
| | Depreciable
Lives | | June 30, 2026 | | December 31, 2025 |
| Land, buildings, and leasehold improvements | 3 - 39 years | | $ | 57.6 | | | $ | 58.0 | |
| Machinery and equipment | 5 - 15 years | | 68.0 | | | 67.8 | |
| Badges | 3 - 5 years | | 44.1 | | | 41.3 | |
| Furniture, fixtures, computer equipment and other | 3 - 10 years | | 26.0 | | | 24.7 | |
| Software development costs | 3 - 5 years | | 46.5 | | | 43.7 | |
Construction in progress (1) | — | | 25.4 | | | 15.8 | |
| | | | 267.6 | | | 251.3 | |
| Less: accumulated depreciation | | | (112.5) | | | (96.4) | |
| | | | $ | 155.1 | | | $ | 154.9 | |
(1) Includes $11.3 million and $3.9 million of Construction in progress for internally developed software as of June 30, 2026, and December 31, 2025, respectively.
Total depreciation expense included in costs of revenues and operating expenses was as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| | | |
| Depreciation expense in: | | | | | | | |
| Cost of revenues | $ | 6.0 | | | $ | 5.9 | | | $ | 11.8 | | | $ | 11.4 | |
| Operating expenses | $ | 2.8 | | | $ | 2.7 | | | $ | 6.8 | | | $ | 5.5 | |
6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in millions):
| | | | | | | | | | | |
| | June 30, 2026 | | December 31, 2025 |
| Compensation and related benefit costs | $ | 39.3 | | | $ | 51.8 | |
| Customer deposits | 16.2 | | | 19.5 | |
| Accrued commissions | 1.5 | | | 1.6 | |
| Accrued warranty costs | 6.1 | | | 6.8 | |
| Non-income taxes payable | 11.6 | | | 12.8 | |
| Pension and other post-retirement obligations | 0.3 | | | 0.3 | |
| Income taxes payable | 2.3 | | | 6.6 | |
| Restructuring | 0.5 | | | 0.3 | |
| Deferred and contingent consideration | 0.8 | | | 1.1 | |
| Other accrued expenses | 15.2 | | | 15.6 | |
| Total | $ | 93.8 | | | $ | 116.4 | |
7. Goodwill and Intangible Assets
Goodwill
Goodwill is calculated as the excess of consideration transferred over the net assets recognized for acquired businesses and represents future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Goodwill is assigned to reporting units at the date the goodwill is initially recorded and is reallocated as necessary based on the composition of reporting units over time.
The Company assesses goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter and upon the occurrence of a triggering event or change in circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
A quantitative test performed upon the occurrence of a triggering event compares the fair value of a reporting unit with its carrying amount. The Company determines fair values for each of the reporting units, as applicable, using the market approach, when available and appropriate, or the income approach, or a combination of both. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time the Company performs the valuation. If multiple valuation methodologies are used, the results are weighted appropriately.
Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to reporting units for which there are publicly traded companies that have characteristics similar to the Company’s businesses.
Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and include an
estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in the forecasts. The Company derives its discount rates using a capital asset pricing model and by analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in internally developed forecasts.
No goodwill impairment was recognized for the three and six months ended June 30, 2026 and June 30, 2025, respectively.
The following table shows changes in the carrying amount of goodwill by reportable segment as of June 30, 2026 and December 31, 2025 (in millions): | | | | | | | | | | | | | | | | | |
| Nuclear & Safety | | Medical | | Consolidated |
| Balance—December 31, 2025 | $ | 1,238.4 | | | $ | 634.0 | | | $ | 1,872.4 | |
| Measurement period adjustments | 1.4 | | | — | | | 1.4 | |
| Translation adjustment | (12.1) | | | — | | | (12.1) | |
| Balance—June 30, 2026 | $ | 1,227.7 | | | $ | 634.0 | | | $ | 1,861.7 | |
A portion of goodwill is deductible for income tax purposes.
Gross carrying amounts and cumulative goodwill impairment losses are as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Gross Carrying Amount | | Cumulative Impairment | | Gross Carrying Amount | | Cumulative Impairment |
| Goodwill | $ | 2,073.5 | | | $ | (211.8) | | | $ | 2,084.2 | | | $ | (211.8) | |
Intangible Assets
Intangible assets primarily consist of our developed technology, customer relationships, remaining performance obligations, and trade names at the time of acquisition through business combinations. The customer relationships definite lived intangible assets are amortized either using the double declining balance method or on a straight-line basis, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives.
Many of our intangible assets are not deductible for income tax purposes. A summary of intangible assets useful lives, gross carrying value and related accumulated amortization is below (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | June 30, 2026 |
| Original Average
Life in Years | | Gross Carrying
Amount | | Accumulated
Amortization | | Net Book
Value |
| Customer relationships | 6 - 13 | | $ | 525.3 | | | $ | (265.8) | | | $ | 259.5 | |
| Distributor relationships | 7 - 13 | | 61.0 | | | (34.1) | | | 26.9 | |
| Developed technology | 5 - 16 | | 341.9 | | | (161.0) | | | 180.9 | |
| Trade names | 3 - 10 | | 114.8 | | | (48.4) | | | 66.4 | |
| Remaining performance obligations and other | 1 - 4 | | 15.2 | | | (3.4) | | | 11.8 | |
| Total | | | $ | 1,058.2 | | | $ | (512.7) | | | $ | 545.5 | |
| | | | | | | |
| | | December 31, 2025 |
| Original Average
Life in Years | | Gross Carrying
Amount | | Accumulated
Amortization | | Net Book
Value |
| Customer relationships | 6 - 13 | | $ | 524.6 | | | $ | (240.5) | | | $ | 284.1 | |
| Distributor relationships | 7 - 13 | | 61.2 | | | (30.6) | | | 30.6 | |
| Developed technology | 5 - 16 | | 345.0 | | | (140.1) | | | 204.9 | |
| Trade names | 3 - 10 | | 115.8 | | | (43.1) | | | 72.7 | |
| Remaining performance obligations and other | 1 - 4 | | 15.1 | | | (1.1) | | | 14.0 | |
| Total | | | $ | 1,061.7 | | | $ | (455.4) | | | $ | 606.3 | |
Aggregate amortization expense for intangible assets included in cost of revenues and operating expenses was as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| Amortization expense for intangible assets in: | | | | | | | |
| Cost of revenues | $ | 7.0 | | | $ | 6.9 | | | $ | 13.9 | | | $ | 13.7 | |
| Operating expenses | $ | 23.0 | | | $ | 18.3 | | | $ | 47.1 | | | $ | 36.9 | |
Estimated future amortization of intangible assets is as follows (in millions):
| | | | | | | | |
| Remainder of 2026 | | $ | 57.6 | |
| Year ending December 31: | | |
| 2027 | | 103.5 | |
| 2028 | | 86.1 | |
| 2029 | | 69.9 | |
| 2030 | | 62.0 | |
| Thereafter | | 166.4 | |
| Total | | $ | 545.5 | |
8. Borrowings
Debt (excluding convertible debt) consists of the following (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| 2021 Credit Agreement | $ | 450.0 | | | $ | 450.0 | |
| Other | 1.6 | | | 1.6 | |
| Total debt | 451.6 | | | 451.6 | |
| Less: debt, current | (1.6) | | | (1.6) | |
| Less: deferred financing costs | (6.3) | | | (6.9) | |
| Debt, non-current | $ | 443.7 | | | $ | 443.1 | |
As of June 30, 2026 and December 31, 2025, the fair market value of the Company’s outstanding principal borrowings under the 2021 Credit Agreement (defined below) was $450.0 million and $452.3 million, respectively. The fair market value for the 2021 Credit Agreement was estimated using primarily level 2 inputs, including borrowing rates available to the Company at the respective period ends. The fair market value for the Company’s remaining debt approximates the respective carrying amounts as of June 30, 2026 and December 31, 2025.
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. The revolving facility is scheduled to expire and mature on March 21, 2030, subject to a “springing” maturity date that is 91 days prior to the maturity date of the outstanding term loan under the 2021 Credit Agreement (but only to the extent the outstanding principal amount of the term loan exceeds $100.0 million on the date of determination, and a final stated maturity date that is earlier than 91 days after 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 June 30, 2026 and December 31, 2025.
The interest rate on the term loan was 5.70% and 5.78% as of June 30, 2026 and December 31, 2025, respectively, based on SOFR and the applicable margin rate of 2.00%. The Company had no repayments during the six months ended June 30, 2026, and repaid $244.6 million during the twelve months ended December 31, 2025.
The 2021 Credit Agreement requires the payment of a commitment fee of 0.25% per annum for unused commitments. Any outstanding letters of credit reduce the availability of the revolving line of credit. There was no outstanding balance under the arrangement as of June 30, 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 $12.6 million and $15.7 million for the periods ended June 30, 2026 and December 31, 2025, respectively. The amount available on the revolver as of June 30, 2026 and December 31, 2025 was approximately $162.4 million and $159.3 million, respectively.
Deferred Financing Costs
In accordance with accounting for debt issuance costs, we recognize and present deferred finance costs associated with non-revolving debt and financing obligations as a reduction from the face amount of related indebtedness in the unaudited Condensed Consolidated Balance Sheets. We recognize and present debt issuance costs associated with revolving debt arrangements as an asset and include the deferred finance costs within other assets in the unaudited Condensed Consolidated Balance Sheets. We amortize all debt issuance costs over the life of the related indebtedness.
For the three and six months ended June 30, 2026, we incurred approximately $0.3 million and $0.8 million, of amortization expense of the deferred financing costs, respectively. For the three and six months ended June 30, 2025, we incurred approximately $6.7 million and $7.6 million (inclusive of a $5.8 million loss on partial debt extinguishment for the $244.6 million early debt repayment made and debt refinancing completed during the three and six months ended June 30, 2025), of amortization expense of the deferred financing costs, respectively.
Overdraft Facilities
The Company has overdraft facilities with certain German and French financial institutions. As of June 30, 2026 and December 31, 2025, there were no outstanding amounts under these arrangements.
Accounts Receivable Sales Agreement
We are party to agreements to sell short-term receivables from certain qualified customer trade accounts to an unaffiliated French financial institution and an unaffiliated Finnish financial institution without recourse. Under these agreements, the Company can sell up to €10.0 million ($11.4 million) and €12.4 million ($14.6 million) as of June 30, 2026 and December 31, 2025, respectively, of eligible accounts receivables. The accounts receivable under these agreements are sold at face value and are excluded from the consolidated balance if revenue has been recognized on the related receivable. When the related revenue has not been recognized on the receivable the Company considers the accounts receivable to be collateral for short-term borrowings. As of June 30, 2026 and December 31, 2025, there was no balance for both periods outstanding under these arrangements included as Other in the Borrowings table above.
Total costs associated with this arrangement were immaterial for all periods presented and are included in selling, general and administrative expenses in the unaudited Condensed Consolidated Statements of Operations.
Performance Bonds and Other Credit Facilities
The Company has entered into various line of credit arrangements with local banks in France and Germany. These arrangements provide for the issuance of documentary and standby letters of credit of up to €68.7 million ($76.7 million) and €73.5 million ($85.4 million), as of June 30, 2026 and December 31, 2025, respectively, subject to certain local restrictions. As of June 30, 2026 and December 31, 2025, there were €28.0 million ($32.2 million) and €37.3 million ($43.9 million), respectively, of the lines that had been utilized to guarantee documentary and standby letters of credit, with interest rates ranging from 0.5% to 2.0%. In addition, the Company posts performance bonds with irrevocable letters of credit to support certain contractual obligations to customers for equipment delivery. These letters of credit are supported by restricted cash accounts, which totaled $2.9 million for both periods ending June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026, contractual principal payments of total borrowings are as follows (in millions):
| | | | | |
| Remainder of 2026 | $ | 1.6 | |
| Year ending December 31: | |
| 2027 | — | |
| 2028 | — | |
| 2029 | — | |
| 2030 | — | |
| Thereafter | 450.0 | |
| Gross Payments | 451.6 | |
| Unamortized debt issuance costs | (6.3) | |
| Total borrowings, net of debt issuance costs | $ | 445.3 | |
9. Convertible Debt
Convertible debt consists of the following (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| 2030 notes | $ | 400.0 | | | $ | 400.0 | |
| 2031 notes | 375.0 | | | 375.0 | |
| Total convertible debt | 775.0 | | | 775.0 | |
| Less: deferred financing costs | (18.4) | | | (20.5) | |
| Convertible debt | $ | 756.6 | | | $ | 754.5 | |
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 “Indenture”). The 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 Indenture.
The Company may not redeem the 2030 Notes prior to June 6, 2028. The Company may redeem for cash 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest or any portion of the 2030 Notes, at its option, on or after June 6, 2028, 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 2030 Notes, at least $100.0 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
The 2030 Notes are convertible on or after March 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, but can only be early exercised under the following circumstances:
•During any calendar quarter after September 30, 2025 (and only during such calendar quarter) if the closing price of the Company's common stock for at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding calendar quarter is more than 130% of the then applicable conversion price for the 2030 Notes per share of common stock.
•During the five business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2030 Notes, as determined following a request by a holder of 2030 Notes, for each day of that period was less than 98% of the product of the closing price of our common stock and the then applicable conversion rate.
•If the Company calls any or all of the 2030 Notes for redemption, holders may convert all or any portion of their 2030 Notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the 2030 Notes are not otherwise convertible at such time.
•If specified distributions to holders of our common stock are made or specified corporate events occur.
If the Company undergoes a fundamental change, as defined in the Indenture, then subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2030 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 2030 Notes to be repurchased plus accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice a redemption, the Company will increase the conversion rate for holders who elect to convert their 2030 Notes in connection with such a corporate event. The conditions allowing holders of the 2030 Notes to convert were not met during the three and six months ended June 30, 2026.
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 Company's used the net proceeds from these transactions to consummate a purchase of all of the outstanding membership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC, for $585.0 million pursuant to the equity purchase agreement signed September 24, 2025. The acquisition closed on December 1, 2025. Refer to Note 2, Business Combinations, Acquisitions, and Business Disposals, for additional information.
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.
The Company may not redeem the 2031 Notes prior to October 5, 2028. The Company may redeem for cash 100% of the principal amount of the 2031 Notes being redeemed plus any unpaid special interest or any portion of the 2031 Notes, at its option, on or after October 5, 2028, 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 2031 Notes, at least $100.0 million aggregate principal amount of the 2031 Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
The 2031 Notes are convertible on or after July 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, but can only be early exercised under the following circumstances:
•During any calendar quarter after December 31, 2025 (and only during such calendar quarter) if the closing price of the Company's common stock for at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding calendar quarter is more than 130% of the then applicable conversion price for the 2031 Notes per share of common stock.
•During the five business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2031 Notes, as determined following a request by a holder of 2031 Notes, for each day of that period was less than 98% of the product of the closing price of our common stock and the then applicable conversion rate.
•If the Company calls any or all of the 2031 Notes for redemption, holders may convert all or any portion of their 2031 Notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the 2031 Notes are not otherwise convertible at such time.
•If specified distributions to holders of our common stock are made or specified corporate events occur.
If the Company undergoes a fundamental change at any point, as defined in the September Indenture, then subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2031 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 2031 Notes to be repurchased plus any unpaid special interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for holders who elect to convert their 2031 Notes in connection with such a corporate event. The conditions allowing holders of the 2031 Notes to convert were not met during the three and six months ended June 30, 2026.
Interest and Maturity
The 2030 Notes and 2031 Notes are classified as long-term liabilities, net of issuance costs of $9.7 million and $8.7 million, respectively, as of June 30, 2026, and $12.4 million and $9.9 million, respectively, as of December 31, 2025, on the unaudited Condensed Consolidated Balance Sheets. As of June 30, 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 and six months ended June 30, 2026 was $0.8 million and $1.7 million, respectively and $0.4 million for the three and six months ended June 30, 2025. No special interest was recorded for the 2031 Notes and
amortization of deferred financing costs of $0.4 million and $0.8 million was recorded for the 2031 Notes during the three and six months ended June 30, 2026. As of June 30, 2026, the effective interest rate of the 2030 Notes is 0.88%.
At June 30, 2026, future maturities of the Notes are as follows (in millions):
| | | | | |
| Remainder of 2026 | $ | — | |
| Year ending December 31: | |
| 2027 | — | |
| 2028 | — | |
| 2029 | — | |
| 2030 | 400.0 | |
| Thereafter | 375.0 | |
| $ | 775.0 | |
Capped Call Transactions
In May 2025, subsequent to the pricing of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “May Capped Call Transactions”). The May Capped Call Transactions initially cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 2030 Notes, the number of shares of Mirion’s Class A common stock that underlie the 2030 Notes for the purpose of limiting the potentially dilutive impacts of the 2030 Notes. The cap price of the May Capped Call Transactions is initially $34.88 per share, which represents a premium of 100% over the last reported sale price of Mirion’s Class A common stock of $17.44 per share on May 20, 2025, and is subject to certain adjustments under the terms of the May Capped Call Transactions. The initial strike price of the May Capped Call Transactions is equal to the initial conversion price of the 2030 Notes. The default settlement method is net share settlement; however, the Company may elect to settle the May Capped Call Transactions in cash. The Company used $44.6 million of the proceeds from the offering of 2030 Notes to pay the cost of the May Capped Call Transactions.
In September 2025, in connection with the pricing of the 2031 Notes, the Company entered into privately negotiated capped call transactions (the "September Capped Call Transactions"). The September Capped Call Transactions initially cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 2031 Notes, the number of shares of Mirion's Class A common stock that underlie the 2031 Notes for the purpose of limiting the potentially dilutive impacts of the 2031 Notes. The cap price of the September Capped Call Transactions is initially $42.70 per share, which represents a premium of 100% over the related public offering price per share of Mirion Class A common stock of $21.35, and is subject to certain adjustments under the terms of the September Capped Call Transactions. The initial strike price of the September Capped Call Transactions is equal to the initial conversion price of the 2031 Notes. The default settlement method is net share settlement; however, the Company may elect to settle the September Capped Call Transactions in cash. The Company used $38.0 million of the proceeds from the offering of the 2031 Notes to pay the cost of the September Capped Call Transactions.
The Company evaluated the May and September Capped Call Transactions and determined that they should be accounted as separate transactions from the 2030 Notes and 2031 Notes, respectively. The costs of $44.6 million to purchase the May Capped Call Transactions and $38.0 million to purchase the September Capped Call Transactions were recorded as a reduction to additional paid-in capital in the unaudited Condensed Consolidated Balance Sheets during the year ended December 31, 2025, with no changes in the three and six months ended June 30, 2026 since they are indexed to the Company’s stock and met the criteria to be classified in stockholders' equity in accordance with ASC 815-40, "Contracts in Entity's Own Equity".
10. Leased Assets
The Company primarily leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment. These operating leases generally have remaining lease terms between 1 month and 30 years, and some include options to extend (generally 1 to 10 years). The exercise of lease renewal options is at the Company’s discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
The table below presents the locations of the operating lease assets and liabilities in the unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively (in millions):
| | | | | | | | | | | | | | | | | |
| Balance Sheet Line Item | | June 30, 2026 | | December 31, 2025 |
| Operating lease assets | Operating lease right-of-use assets | | $ | 28.7 | | | $ | 32.1 | |
| | | | | |
| Operating lease liabilities: | | | | | |
| Current operating lease liabilities | Operating lease liabilities, current | | $ | 7.6 | | | $ | 7.7 | |
| Non-current operating lease liabilities | Operating lease liabilities, non-current | | 23.7 | | | 26.8 | |
| Total operating lease liabilities: | | | $ | 31.3 | | | $ | 34.5 | |
The depreciable lives are limited by the expected lease term for operating lease assets and by the shorter of either the expected lease term or the economic useful life for financing lease assets.
The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring the lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease within a particular currency environment.
The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of June 30, 2026 and December 31, 2025, respectively, are:
| | | | | | | | | | | | | | |
| | June 30, 2026 | | December 31, 2025 |
| Operating leases | | | | |
| Weighted average remaining lease term (in years) | | 5.0 | | 5.3 |
| Weighted average discount rate | | 5.39 | % | | 5.35 | % |
The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized in the unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 (in millions):
| | | | | |
| Year ending December 31: | |
| 2026 | $ | 4.7 | |
| 2027 | 8.8 | |
| 2028 | 6.9 | |
| 2029 | 5.1 | |
| 2030 | 4.1 | |
| Thereafter | 6.0 | |
| Total undiscounted future minimum lease payments | 35.6 | |
| Less: Imputed interest | (4.3) | |
| Total operating lease liabilities | $ | 31.3 | |
| |
For the three and six months ended June 30, 2026, operating lease costs (as defined under ASU 2016-02) were $2.5 million and $4.6 million, respectively, and for the three and six months ended June 30, 2025 operating lease costs were $2.5 million and $4.1 million respectively. Operating lease costs are included within costs of goods sold, selling, general and administrative, and research and development expenses on the unaudited Condensed Consolidated Statements of Operations. Short-term lease costs, variable lease costs and sublease income were not material for the periods presented.
Cash paid for amounts included in the measurement of operating lease liabilities was $4.9 million for the six months ended June 30, 2026 and $4.6 million for six months ended June 30, 2025, and these amounts are included in operating activities in the unaudited Condensed Consolidated Statements of Cash Flows. There were no operating lease assets obtained in exchange for new operating lease liabilities for the three months ended June 30, 2026 and $0.9 million for the six months
ended June 30, 2026, respectively, and $2.3 million and $2.4 million for the three and six months ended June 30, 2025, respectively.
11. Commitments and Contingencies
Unconditional Purchase Obligations
The Company has entered into certain long-term unconditional purchase obligations with suppliers. These agreements are non-cancellable and specify terms, including fixed or minimum quantities to be purchased, fixed or variable price provisions, and the approximate timing of payment. As of June 30, 2026, unconditional purchase obligations were as follows (in millions):
| | | | | |
| Year ending December 31: | |
| 2026 | $ | 34.5 | |
| 2027 | 12.7 | |
| 2028 | 1.9 | |
| 2029 | 2.0 | |
| 2030 and thereafter | 1.3 | |
| Total | $ | 52.4 | |
Litigation
The Company is subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. While the ultimate results of such suits or other proceedings against the Company cannot be predicted with certainty, we believe the resolution of these matters will not have a material effect on our results of operations, financial condition, or cash flows. If we believe the likelihood of an adverse legal outcome is probable and the amount is reasonably estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company.
In April 2023, one of our Russian customers made a claim against the Company, including liquidated damages for certain delays under the terms of an active project, in the amount of $19.3 million, and sent an updated claim statement in October 2023 totaling $21 million ($18 million of which accrue daily penalties), subject to a $14 million contractual cap (all amounts converted from Euros to U.S. Dollars). In November 2024, the Company reached an agreement to modify the underlying contract and the claim was fully rescinded by the customer. This agreement was fully executed in March 2026 after the obtainment of customary performance guarantees (which had been previously delayed due to certain Russian sanctions). The fully executed agreement did not have a material impact to our financial statements.
12. Income Taxes
The effective income tax rate was 28.3% and 23.0% for the three and six months ended June 30, 2026, respectively, and (9.0)% and (6.0)% for the three and six months ended June 30, 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.
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. For the three and six months ended June 30, 2026, there was no impact from Pillar Two on our unaudited condensed consolidated financial statements.
13. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows
Supplemental cash flow information and schedules of non-cash investing and financing activities (in millions):
| | | | | | | | | | | |
| Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| Cash Paid For: | | | |
| Cash paid for interest | $ | 14.0 | | | $ | 22.5 | |
| Cash paid for income taxes | $ | 7.7 | | | $ | 14.3 | |
| Non-Cash Investing and Financing Activities: | | | |
| Property, plant, and equipment purchases in accrued expenses and other liabilities | $ | 0.8 | | | $ | 0.4 | |
| Property, plant, and equipment purchases in accounts payable | $ | 2.0 | | | $ | 0.2 | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited Condensed Consolidated Balances Sheets that sum to the total of the same such amounts shown in the unaudited Condensed Consolidated Statements of Cash Flows (in millions).
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Cash and cash equivalents | $ | 418.7 | | | $ | 412.3 | |
| Restricted cash—current (included within prepaid expenses and other current assets) | 2.8 | | | 2.8 | |
| Restricted cash—non-current (included within other assets) | 0.1 | | | 0.1 | |
| Total cash, cash equivalents, and restricted cash | $ | 421.6 | | | $ | 415.2 | |
Amounts included in restricted cash represent funds with various financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers.
14. Stock-Based Compensation
Stock-based compensation is awarded to employees and directors of the Company and accounted for in accordance with ASC 718, “Compensation—Stock Compensation”. Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. The Company uses various forms of long-term incentives including, but not limited, to restricted stock units (“RSUs”), performance-based restricted units (“PSUs”), and performance vesting stock options (“PSOs”), provided that the granting of such equity awards is in accordance with the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) as filed on Form S-8 with the SEC on December 27, 2021.
2021 Omnibus Incentive Plan
We adopted and obtained stockholder approval at the special meeting of the stockholders on October 19, 2021 of the 2021 Plan. We initially reserved 19,952,329 shares of our Class A common stock for issuance pursuant to awards under the 2021 Plan. The total number of shares of our Class A common stock available for issuance under the 2021 Plan will be increased on the first day of each fiscal year following the date on which the 2021 Plan was adopted in an amount equal to the least of (i) three percent (3%) of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year, (ii) 9,976,164 shares of Class A common stock and (iii) such number of shares of Class A common stock as determined by the Committee (as defined and designated under the 2021 Plan) in its discretion. Pursuant to these automatic increase provisions, the number of shares of our Class A common stock reserved for issuance pursuant to awards under the 2021 Plan increased to 52,609,685 shares at January 1, 2026 (excluding the impact of grants and forfeitures plan to date). Any employee, director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the 2021 Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations. The 2021 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, PSUs, other stock-based awards, or any combination thereof. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award.
The purpose of the 2021 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. During the three months ended June 30, 2026, the Company
granted 66,880 RSUs to certain employees and members of the Company's Board of Directors. The RSUs granted to employees are subject to terms consistent with grants made in the prior quarter. The RSUs granted to the Company's Board of Directors are subject to service vesting conditions, with each award vesting on the earlier of the first anniversary of the grant date or the date of the 2027 annual stockholder meeting. The expense will be recognized on a straight-line basis over the related service period for each tranche of awards.
Additionally, during the three months ended June 30, 2026, the Company granted a target number of 2,500,000 performance stock options ("PSOs") with an exercise price of $20.14 per option to the Chairman and Chief Executive Officer that have a term of seven years and vest based on both continued service to the Company (as an employee or a member of the Board) and the achievement of certain levels of total shareholder return (TSR) by the Company measured over two equally weighted three- and four-year performance periods (measured from the date of grant through the third and fourth anniversary thereof, respectively). The total compensation can range from 0% to 150% of the award agreements target, contingent on the performance level obtained. Any shares delivered upon exercise of PSOs vesting from either tranche are further subject to a one-year holding period following the applicable vesting date. Total expected expense over the relevant performance periods is expected to be $27.5 million.
During the three months ended June 30, 2025, the Company granted 74,844 RSUs to members of the Company's Board of Directors and issued an additional 73,467 shares to certain employees based upon the achievement of market conditions for vested PSUs. The RSUs granted to employees are subject to service vesting conditions such that all awards are fully vested after three (3) years with equal annual installments vesting on the anniversary of the grant date. The RSUs granted to the Company's Board of Directors were subject to service vesting conditions with each award vesting in four equal quarterly installments on September 15, 2025, December 15, 2025, March 15, 2026, and May 13, 2026 (the date of the 2026 annual stockholder meeting). The expense was recognized on a straight-line basis over the related service period for each tranche of awards.
During the three and six months ended June 30, 2026, $6.9 million and $11.2 million of stock-based compensation expense was recorded, of which $0.3 million and $0.5 million, respectively, was related to non-employee directors. During the three and six months ended June 30, 2025, $3.5 million and $6.8 million of stock-based compensation expense was recorded, of which $0.3 million and $0.5 million, respectively, was related to non-employee directors.
15. Segment Information
The Company manages its operations through two operating and reportable segments: Nuclear & Safety and Medical. These segments align the Company’s products and service offerings to customers and are consistent with how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), reviews and evaluates the Company’s operations. The CODM allocates resources and evaluates the financial performance of each operating segment using operating income (loss). The Company’s segments are strategic businesses that are managed separately because each one develops, manufactures, and markets distinct products and services.
Description of Segments
The Nuclear & Safety segment provides radiation detection equipment for power plants, labs and research facilities and industrial and defense applications. Nuclear products are concentrated in power plant product offerings that are used for the full nuclear power plant lifecycle including core detectors and essential measurement devices for new build, maintenance, decontamination and decommission equipment for monitoring and control during fuel dismantling, and remote environmental monitoring. Labs and research and other (primarily industrial and defense) are focused on the area of personal radiation detection for various safety and security requirements.
The Medical segment provides solutions focused on ensuring safety of equipment and personnel in the medical field. The primary product category relates to Cancer Care applications, including radiation oncology quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy centers around the world, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as product handling and medical imaging furniture. Other Medical segment products include dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time.
The CODM evaluates operating results and allocates capital resources between segments based on segment operating income (loss). Interest income and expense, loss (benefit) from income taxes, foreign currency loss (gain), net, other expense (income), net, and, if applicable, other items such as loss on debt extinguishment, are not allocated to segments.
The following tables summarize information about revenue, significant segment expenses, other segment items, and segment income (loss) from operations for each reportable segment (in millions). Reconciliation of consolidated segment income (loss) from operations to consolidated income before income taxes is shown in the Total column of each table.
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 |
| Nuclear & Safety | | Medical | | Total |
| | | | | |
| Revenues | $ | 186.2 | | | $ | 80.6 | | | $ | 266.8 | |
| Less: | | | | | |
Adjusted cost of revenues (1) | 93.3 | | | 26.5 | | | 119.8 | |
Other segment items (2) | 66.9 | | | 39.3 | | | 106.2 | |
| Segment income from operations | $ | 26.0 | | | $ | 14.8 | | | $ | 40.8 | |
Other loss (3) | | | | | (22.9) | |
| Income from operations | | | | | 17.9 | |
| Less other expense (income): | | | | | |
| Interest expense | | | | | 8.4 | |
| Interest income | | | | | (2.6) | |
| Foreign currency loss, net | | | | | 1.0 | |
| Other income, net | | | | | (0.2) | |
| Consolidated income before income taxes | | | | | $ | 11.3 | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2025 |
| Nuclear & Safety | | Medical | | Total |
| | | | | |
| Revenues | $ | 141.7 | | | $ | 81.2 | | | $ | 222.9 | |
| Less: | | | | | |
Adjusted cost of revenues (1) | 77.8 | | | 29.6 | | | 107.4 | |
Other segment items (2) | 44.9 | | | 40.7 | | | 85.6 | |
| Segment income from operations | $ | 19.0 | | | $ | 10.9 | | | $ | 29.9 | |
Other loss (3) | | | | | (20.0) | |
| Income from operations | | | | | 9.9 | |
| Less other expense (income): | | | | | |
| Interest expense | | | | | 11.8 | |
| Interest income | | | | | (2.0) | |
| Loss on debt extinguishment | | | | | 5.8 | |
| Foreign currency gain, net | | | | | (13.5) | |
| Other income, net | | | | | — | |
| Consolidated income before income taxes | | | | | $ | 7.8 | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2026 |
| Nuclear & Safety | | Medical | | Total |
| | | | | |
| Revenues | $ | 371.7 | | | $ | 152.7 | | | $ | 524.4 | |
| Less: | | | | | |
Adjusted cost of revenues (1) | 192.8 | | | 51.9 | | | 244.7 | |
Other segment items (2) | 132.0 | | | 78.2 | | | 210.2 | |
| Segment income from operations | $ | 46.9 | | | $ | 22.6 | | | $ | 69.5 | |
Other loss (3) | | | | | (47.9) | |
| Income from operations | | | | | 21.6 | |
| Less other expense (income): | | | | | |
| Interest expense | | | | | 16.8 | |
| Interest income | | | | | (6.0) | |
| Foreign currency loss, net | | | | | 4.7 | |
| Consolidated income before income taxes | | | | | $ | 6.1 | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2025 |
| Nuclear & Safety | | Medical | | Total |
| | | | | |
| Revenues | $ | 275.1 | | | $ | 149.8 | | | $ | 424.9 | |
| Less: | | | | | |
Adjusted cost of revenues (1) | 147.0 | | | 54.1 | | | 201.1 | |
Other segment items (2) | 87.4 | | | 78.1 | | | 165.5 | |
| Segment income from operations | $ | 40.7 | | | $ | 17.6 | | | $ | 58.3 | |
Other loss (3) | | | | | (39.7) | |
| Income from operations | | | | | 18.6 | |
| Less other expense (income): | | | | | |
| Interest expense | | | | | 24.3 | |
| Interest income | | | | | (3.9) | |
| Loss on debt extinguishment | | | | | 5.8 | |
| Foreign currency gain, net | | | | | (16.3) | |
| Other expense, net | | | | | 0.3 | |
| Consolidated income before income taxes | | | | | $ | 8.4 | |
(1) Adjusted cost of revenues is a significant expense category, and amounts align with the segment-level information that is regularly provided to the CODM. Adjusted cost of revenues is defined by management as cost of revenues adjusted for purchase accounting impacts and excluding depreciation, amortization, and other segment expenses identified as non-operating by management.
(2) Other segment items included in segment income (loss) from operations for each segment include research and development expenses; selling and marketing expenses; general and administrative expenses; and any amounts excluded from cost of revenues to determine adjusted costs of revenues (e.g., depreciation, amortization, and other segment expenses identified as non-operating by management).
(3)Other loss consists of research and development expenses; selling and marketing expenses; and general and administrative expenses not allocated to the segments.
The following table summarizes capital expenditures and depreciation and amortization for each reportable segment (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| Capital expenditures | | | | | | | |
| Nuclear & Safety | $ | 4.4 | | | $ | 4.8 | | | $ | 9.2 | | | $ | 8.3 | |
| Medical | 5.8 | | | 3.8 | | | 9.5 | | | 8.5 | |
| Total operating and reportable segments | 10.2 | | | 8.6 | | | 18.7 | | | 16.8 | |
| Corporate and other | 1.5 | | | 0.8 | | | 2.2 | | | 1.2 | |
| Total capital expenditures | $ | 11.7 | | | $ | 9.4 | | | $ | 20.9 | | | $ | 18.0 | |
| Depreciation and amortization | | | | | | | |
| Nuclear & Safety | $ | 22.9 | | | $ | 17.3 | | | $ | 47.2 | | | $ | 34.2 | |
| Medical | 15.6 | | | 16.3 | | | 31.8 | | | 32.7 | |
| Total operating and reportable segments | 38.5 | | | 33.6 | | | 79.0 | | | 66.9 | |
| Corporate and other | 0.3 | | | 0.3 | | | 0.6 | | | 0.6 | |
| Total depreciation and amortization | $ | 38.8 | | | $ | 33.9 | | | $ | 79.6 | | | $ | 67.5 | |
The Company’s assets by reportable segment were not included, as this information is not reviewed by, nor otherwise provided to, the chief operating decision maker to make operating decisions or allocate resources.
The following details revenues by geographic region. Revenues generated from external customers are attributed to geographic regions through sales from site locations (i.e., point of origin) (in millions).
| | | | | | | | | | | | | | | | | | | | | | | |
| Revenues |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| North America | | | | | | | |
| Nuclear & Safety | $ | 106.0 | | | $ | 66.1 | | | $ | 216.2 | | | $ | 134.9 | |
| Medical | 73.1 | | | 72.8 | | | 137.9 | | | 134.8 | |
| Total North America | 179.1 | | | 138.9 | | | 354.1 | | | 269.7 | |
| Europe | | | | | | | |
| Nuclear & Safety | 77.6 | | | 73.4 | | | 148.2 | | | 132.2 | |
| Medical | 7.5 | | | 8.4 | | | 14.8 | | | 15.0 | |
| Total Europe | 85.1 | | | 81.8 | | | 163.0 | | | 147.2 | |
| Asia Pacific | | | | | | | |
| Nuclear & Safety | 2.6 | | | 2.2 | | | 7.3 | | | 8.0 | |
| Medical | — | | | — | | | — | | | — | |
| Total Asia Pacific | 2.6 | | | 2.2 | | | 7.3 | | | 8.0 | |
| Total Revenues | $ | 266.8 | | | $ | 222.9 | | | $ | 524.4 | | | $ | 424.9 | |
The following details revenues by product for each segment (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Revenues |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| Nuclear & Safety segment: | | | | | | | |
| Nuclear | $ | 118.1 | | | $ | 82.1 | | | $ | 243.9 | | | $ | 166.3 | |
| Labs and research | 29.1 | | | 27.4 | | | 57.4 | | | 54.2 | |
| Other | 39.0 | | | 32.2 | | | 70.4 | | | 54.6 | |
| Medical segment: | | | | | | | |
| Cancer care | 62.8 | | | 62.2 | | | 118.1 | | | 111.1 | |
| Other | 17.8 | | | 19.0 | | | 34.6 | | | 38.7 | |
| Total Revenues | $ | 266.8 | | | $ | 222.9 | | | $ | 524.4 | | | $ | 424.9 | |
The following details revenues by timing of recognition (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Revenues |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| Point in time | $ | 171.8 | | | $ | 152.4 | | | $ | 339.6 | | | $ | 282.3 | |
| Over time | 95.0 | | | 70.5 | | | 184.8 | | | 142.6 | |
| Total revenues | $ | 266.8 | | | $ | 222.9 | | | $ | 524.4 | | | $ | 424.9 | |
The following details property, plant, and equipment, net, by geography (in millions):
| | | | | | | | | | | |
| Property, Plant, and Equipment, Net |
| June 30, 2026 | | December 31, 2025 |
| North America | $ | 98.3 | | | $ | 93.4 | |
| Europe | 56.7 | | | 61.4 | |
| Asia Pacific | 0.1 | | | 0.1 | |
| Total | $ | 155.1 | | | $ | 154.9 | |
16. Fair Value Measurements
The Company applies fair value accounting to all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, and other current assets and liabilities approximates their carrying amounts due to the relatively short maturity of these items. The fair value of debt approximates the carrying value because the interest rates are variable and reflect market rates.
Fair Value of Financial Instruments
The Company categorizes assets and liabilities recorded at fair value in the unaudited Condensed Consolidated Balance Sheets based upon the level of judgment associated with inputs used to measure their fair value. It is not practicable due to cost and effort for the Company to estimate the fair value of notes issued to related parties primarily due to the nature of their terms relative to the entity’s capital structure.
Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs are quoted prices in active markets for similar assets or liabilities or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs are unobservable and require significant management judgment or estimation.
The following table summarizes the financial assets and liabilities of the Company that are measured at fair value on a recurring basis (in millions):
| | | | | | | | | | | | | | | | | |
| Fair Value Measurements at June 30, 2026 |
| Level 1 | | Level 2 | | Level 3 |
| Assets | | | | | |
| Cash, cash equivalents, and restricted cash (Note 13) | $ | 421.6 | | | $ | — | | | $ | — | |
| Discretionary retirement plan | $ | 6.0 | | | $ | 0.3 | | | $ | — | |
| Accrued interest receivable on cross-currency swaps (Note 17) | $ | — | | | $ | — | | | $ | — | |
| Interest rate swaps (Note 17) | $ | — | | | $ | 0.2 | | | $ | — | |
| Liabilities | | | | | |
| Discretionary retirement plan | $ | 6.0 | | | $ | 0.3 | | | $ | — | |
| Cross-currency rate swaps (Note 17) | $ | — | | | $ | 33.3 | | | $ | — | |
| | | | | |
| Fair Value Measurements at December 31, 2025 |
| Level 1 | | Level 2 | | Level 3 |
| Assets | | | | | |
| Cash, cash equivalents, and restricted cash (Note 13) | $ | 415.2 | | | $ | — | | | $ | — | |
| Discretionary retirement plan | $ | 5.6 | | | $ | 1.0 | | | $ | — | |
| Accrued interest receivable on cross-currency swaps (Note 17) | $ | — | | | $ | 0.1 | | | $ | — | |
| Liabilities | | | | | |
| Discretionary retirement plan | $ | 5.6 | | | $ | 1.0 | | | $ | — | |
| Interest rate swap (Note 17) | $ | — | | | $ | 0.1 | | | $ | — | |
| Cross-currency rate swaps (Note 17) | $ | — | | | $ | 40.7 | | | $ | — | |
Cash equivalents include investments in money market funds which are reported at fair value. The fair value of money market funds was determined using quoted prices for identical investments in active markets, which are considered to be Level 1 inputs under the fair value measurements and disclosure guidance.
The cross-currency rate swaps and the interest rate swaps are no exchange traded instruments, and their fair value is determined using the cash flows of the swap contracts, discount rates to account for the passage of time, current foreign exchange market data, current interest rate (SOFR) data, and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.
17. Derivatives and Hedging
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 2 years. During the six months ended June 30, 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 (settled during the three months ended June 30, 2026), as well as an additional interest rate swap (notional amount of $100.0 million) during the year ended December 31, 2025 (scheduled to settle during the fourth quarter of 2026), to mitigate the risk of adverse changes in benchmark interest rates on the Company’s future interest payments (collectively, the “interest rate swaps”).
All derivative instruments are carried at fair value in the unaudited Condensed Consolidated Balance Sheets. The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part of a hedging relationship (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value (1) |
| Derivatives Designated as Hedging Instruments | | Balance Sheet Location | | June 30, 2026 | | December 31, 2025 |
| Assets: | | | | | | |
| Accrued interest receivable on cross-currency rate swaps | | Prepaid expenses and other currents assets | | $ | — | | | $ | 0.1 | |
| Interest rate swaps | | Prepaid expenses and other currents assets | | 0.2 | | | — | |
| Total assets | | | | $ | 0.2 | | | $ | 0.1 | |
| Liabilities: | | | | | | |
| Interest rate swaps | | Derivative liabilities, current | | $ | — | | | $ | 0.1 | |
| Cross-currency rate swap | | Derivative liabilities, current | | — | | | 20.6 | |
| Cross-currency rate swap | | Other non-current liabilities | | 33.3 | | | 20.1 | |
| Total liabilities | | | | $ | 33.3 | | | $ | 40.8 | |
(1) Refer to Note 16, Fair Value Measurements, for additional information related to the estimated fair value.
Counterparty Credit Risk
Outstanding financial derivative instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the derivative agreements. The Company's credit exposure related to these financial instruments is represented by the notional amount of the hedging instruments. The Company manages its exposure to counterparty credit risk through minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. The Company's derivative instruments are with financial institutions of investment grade or better. Counterparty credit risk will be monitored through periodic review of counterparty bank’s credit ratings and public financial filings. Based on these factors, the Company considers the risk of counterparty default to be minimal.
Hedges of Net Investments in Foreign Operations Strategy
The Company uses fixed-to-fixed cross-currency rate swaps (“CCRS”) to protect the net investment on pre-tax basis in the Company’s EUR-denominated operations against changes in spot exchange rates. For derivative financial instruments that are designated and qualify as hedges of net investments in foreign operations, the changes in the fair values of the derivative financial instruments are recognized in net investment hedges adjustments, a component of accumulated other comprehensive loss (“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):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Notional Amount | | (Loss) Gain Recognized in AOCL |
| As of | | Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| June 30, 2026 | | December 31, 2025 | | | | |
| Cross-currency rate swaps | € | 283.8 | | | € | 238.8 | | | $ | 1.9 | | | $ | (22.2) | | | $ | 7.5 | | | $ | (31.6) | |
| Total | € | 283.8 | | | € | 238.8 | | | $ | 1.9 | | | $ | (22.2) | | | $ | 7.5 | | | $ | (31.6) | |
In 2025, the Company amended one of the cross-currency rate swaps to extend the maturity to December 31, 2027. During six months ended June 30, 2026, the Company amended another cross-currency rate swap to extend the maturity to December 29, 2028. As a part of each amendment, the relevant cross-currency rate swap was dedesignated from previous hedge accounting, and then redesignated as a net investment hedge, resulting in an immaterial off-market impact to the excluded interest component which will be recognized systematically into earnings over the life of the derivative.
The Company did not reclassify any gains or losses related to net investment hedges from AOCL into earnings during the six months ended June 30, 2026 and June 30, 2025, respectively. In addition, the Company did not have any ineffectiveness related to net investment hedges during the six months ended June 30, 2026 and June 30, 2025. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified as investing or financing activities in the unaudited Condensed Consolidated Statements of Cash Flows.
Cash Flow Hedging Strategy
The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in interest rates. The changes in the fair values of derivatives designated as cash flow hedges are recorded in AOCL and are reclassified into the line item in the unaudited Condensed 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. The maximum length of time for which the Company hedges its exposure to the variability in future cash flows is three years.
No gains or losses were recognized in other comprehensive income ("OCI") during the three months ended June 30, 2026, and gains of $0.3 million were recognized for the six months ended June 30, 2026 as a result of the interest rate swaps. Gains of $0.1 million and $0.2 million in income were recognized through interest expense and reclassified from OCI during the same periods. During the three months ended June 30, 2025, the interest rate swaps resulted in gains of $0.1 million recognized in other comprehensive income ("OCI"). No gains or losses were recognized in OCI for the six months ended June 30, 2025. Gains of $0.1 million and $0.2 million in income were recognized through interest expense and reclassified from OCI during the same periods. The cash inflows and outflows associated with the Company’s derivative contracts designated as cash flow hedges are classified as financing activities in the unaudited Condensed Consolidated Statements of Cash Flows. In addition, the Company did not have any ineffectiveness related to the interest rate swaps during the three and six months ended June 30, 2026.
18. Earnings Per Share
A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per common share is as follows (in millions, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| Net earnings attributable to Mirion Technologies, Inc. shareholders | $ | 7.7 | | | $ | 8.3 | | | $ | 4.3 | | | $ | 8.6 | |
| | | | | | | |
| Weighted average common shares outstanding — basic | 244.565 | | | 225.026 | | | 244.614 | | | 225.339 | |
| Effect of potentially dilutive securities — stock-based awards | 0.181 | | | 0.722 | | | 0.420 | | | 0.945 | |
| Effect of potentially dilutive securities — convertible debt | 30.321 | | | 17.310 | | | 30.321 | | | 17.310 | |
| Weighted average common shares outstanding — diluted | 275.067 | | | 243.058 | | | 275.355 | | | 243.594 | |
| | | | | | | |
| Net earnings per common share attributable to Mirion Technologies, Inc. — basic | $ | 0.03 | | | $ | 0.04 | | | $ | 0.02 | | | $ | 0.04 | |
| Net earnings per common share attributable to Mirion Technologies, Inc. — diluted | $ | 0.03 | | | $ | 0.03 | | | $ | 0.02 | | | $ | 0.04 | |
Net earnings per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding, adjusted for the outstanding non-vested shares. Diluted earnings per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The weighted average number of potentially dilutive common shares related to employee stock-based awards excluded as anti-dilutive for the three and six months ended June 30, 2026 were 3.565 million and 1.966 million, respectively.
The following classes of common stock were considered in the earnings per share calculation.
Class A Common Stock
Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Class A common stock do not have cumulative voting rights in the election of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by the Company's Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. Class A common stock issued and outstanding is included in the Company’s basic earnings per share calculation, with the exception of founder shares discussed below.
Class B Common Stock
Holders of shares of our Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. If at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of our Class A common stock changes from one-for-one as the number of votes to which our Class B common stockholders are entitled will be adjusted accordingly. The holders of our Class B common stock do not have cumulative voting rights in the election of
directors. Except for transfers to us or to certain permitted transferees set forth in the IntermediateCo certificate of incorporation, paired interests may not be sold, transferred or otherwise disposed of.
Holders of shares of our Class B common stock are not entitled to economic interests in us or to receive dividends or to receive a distribution upon our liquidation or winding up, but are “paired interests” with shares of IntermediateCo Class B common stock. If IntermediateCo makes distributions to us other than solely with respect to our Class A common stock, the holders of paired interests will be entitled to receive distributions pro rata in accordance with the percentages of their respective shares of IntermediateCo Class B common stock.
Our Class B common stock has voting rights but no economic interest in the Company, and therefore shares are excluded from the calculation of basic and diluted earnings per share.
Stock-Based Awards
Each stock-based award represents the right to receive a Class A common stock upon vesting of the awards. Per ASC 260, "Earnings Per Share" (“EPS”), shares issuable for little or no cash consideration upon the satisfaction of certain conditions (i.e., contingently issuable shares) should be included in the computation of basic EPS as of the date that all necessary conditions have been satisfied. As such, any stock-based awards such as RSUs that vest will be included in the Company's basic earnings (loss) per share calculations as of the date when all necessary conditions are met. We determine the potential dilutive effect of outstanding stock-based awards on EPS using the treasury stock method.
Convertible Notes
During the year ended December 31, 2025, the Company issued $400.0 million aggregate principal amount of Convertible Notes due 2030 (the "2030 Notes") and an additional $375.0 million aggregate principal amount of Convertible Notes due 2031 (the "2031 Notes"). The initial conversion rate of the 2030 Notes and 2031 Notes is 43.2751 shares and 34.6951 shares, respectively, of Mirion’s Class A common stock per $1,000 principal amount of Notes. We determine the potential dilutive impact of the outstanding Notes on EPS using the if-converted method, assuming the conversion of the Notes as of the earliest period reported or at the date of issuance, if later. The effect of the related Capped Call transactions would be anti-dilutive and, as such, is excluded.
19. Restructuring and Impairment
The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability, and working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions, and the consolidation of facilities.
As of June 30, 2026, the Company expects $2.7 million in additional charges from restructuring actions in the next 12 months.
The Company’s restructuring expenses are comprised of the following (in millions):
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 |
| Cost of Revenues | | Selling, general and administrative | | Total |
| Severance and employee costs | $ | 0.1 | | | $ | 0.4 | | | $ | 0.5 | |
| Total | $ | 0.1 | | | $ | 0.4 | | | $ | 0.5 | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2025 |
| Cost of Revenues | | Selling, general and administrative | | Total |
| Severance and employee costs | $ | 0.2 | | | $ | 0.2 | | | $ | 0.4 | |
| Total | $ | 0.2 | | | $ | 0.2 | | | $ | 0.4 | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2026 |
| Cost of Revenues | | Selling, general and administrative | | Total |
| Severance and employee costs | $ | 0.1 | | | $ | 0.5 | | | $ | 0.6 | |
| Total | $ | 0.1 | | | $ | 0.5 | | | $ | 0.6 | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2025 |
| Cost of Revenues | | Selling, general and administrative | | Total |
| Severance and employee costs | $ | 0.2 | | | $ | 0.2 | | | $ | 0.4 | |
| Total | $ | 0.2 | | | $ | 0.2 | | | $ | 0.4 | |
The following table summarizes restructuring expenses for each reportable segment (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| | | |
| Restructuring expenses: | | | | | | | |
| Nuclear & Safety | $ | 0.1 | | | $ | 0.1 | | | $ | 0.1 | | | $ | 0.1 | |
| Medical | 0.3 | | | 0.3 | | | 0.3 | | | 0.3 | |
| Corporate and other | 0.1 | | | — | | | 0.2 | | | — | |
| Total | $ | 0.5 | | | $ | 0.4 | | | $ | 0.6 | | | $ | 0.4 | |
The following table summarizes the changes in the Company’s accrued restructuring balance for severance and employee costs, which are included in accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets (in millions):
| | | | | |
Balance at December 31, 2025 | $ | 0.3 | |
| Restructuring charges (excluding impairment) | 0.6 | |
| Payments | (0.4) | |
| Adjustments | — | |
Balance at June 30, 2026 | $ | 0.5 | |
20. Noncontrolling Interests
The holders of IntermediateCo Class B common stock have the right to require IntermediateCo to redeem all or a portion of their IntermediateCo Class B common stock for, at the Company’s election, (1) newly issued shares of the Company’s Class A common stock on a one-for-one basis or (2) a cash payment equal to the product of the number of shares of IntermediateCo Class B common stock subject to redemption and the arithmetic average of the closing stock prices for a share of the Company’s Class A common stock for each of three (3) consecutive full trading days ending on and including the last full trading day immediately prior to the date of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications).
As of June 30, 2026, the Company recognized noncontrolling interests for the 5,759,555 shares, representing approximately 2.3% of the non-voting Class B shares, of IntermediateCo that are not attributable to the Company. As of December 31, 2025, the Company recognized noncontrolling interests for the 5,869,555 shares, representing approximately 2.3% of the non-voting Class B shares, of IntermediateCo that are not attributable to the Company.
As of June 30, 2026, noncontrolling interests of $49.6 million were reflected in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.
21. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of tax, consist of the following (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Cumulative foreign currency translation adjustment, net of tax | $ | (44.6) | | | $ | (25.1) | |
| Unrealized gain on pension and postretirement benefit plans, net of tax | 2.5 | | | 2.5 | |
| Unrealized loss on net investment hedges, net of tax | (26.6) | | | (32.4) | |
| Unrealized gain (loss) on cash flow hedges, net of tax | 0.2 | | | (0.1) | |
| Less: cumulative loss attributable to noncontrolling interests | (2.8) | | | (2.5) | |
| Accumulated other comprehensive loss | $ | (65.7) | | | $ | (52.6) | |
22. Subsequent Events
The Company has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no other items which require adjustment or disclosure.