Mirion Technologies Inc SEC Filings

Mirion Technologies (MIR) is offering Class A common stock and is concurrently pursuing a convertible notes offering and incremental debt to fund a proposed all-cash acquisition of Paragon Energy Solutions for $585.0 million. The prospectus describes a share offering (public offering price example $21.35) that would cause $1.73 per‑share immediate net tangible book value dilution at that price and discloses a concurrent convertible notes offering of $325.0 million (or $375.0 million if upsized). Management expects to use net proceeds from the equity and convertible notes offerings, after paying approximately $32.9 million for capped call transactions, to fund the acquisition and for general corporate purposes. The company also has existing credit facilities ($450.0 million term loan and $175.0 million revolver) and commitments for an Incremental Term Loan Facility up to $585.0 million to backstop financing. Key transaction terms disclosed include an initial conversion rate of 34.6951 shares per $1,000 principal (≈ $28.82 conversion price) for the notes and a capped call cap price of $42.70. The filing emphasizes material risks including significant leverage and cash required to service debt, potential volatility and dilution from future issuances, geopolitical and trade risks, supply‑chain and IT/cybersecurity risks, and uncertainty that the acquisition or concurrent financings will be completed on the disclosed terms.

Mirion Technologies, Inc. has filed a preliminary prospectus supplement for an offering of Class A common stock and a concurrent offering of convertible notes. The filing discloses a proposed all-cash acquisition of Paragon Energy Solutions for $585.0 million subject to customary adjustments and closing conditions.

The company notes concurrent financing plans: a $350,000,000 Class A common stock registration and a concurrent convertible notes offering of $250,000,000 (or $287,500,000 if upsized). Mirion has commitments for a potential senior secured incremental term loan facility of up to $585.0 million to fund the acquisition if equity or notes proceeds are insufficient. The filing highlights risks including potential dilution, significant indebtedness, capped call/hedging activities, geopolitical and supply-chain risks, and stock price volatility (2024 range $9.11–$18.81; 2025 YTD through 9/23 range $12.00–$25.16).

Thomas D. Logan, who is listed as both Chief Executive Officer and a Director of Mirion Technologies, Inc. (MIR), reported open‑market sales of the company's common stock in a Form 4 filing.

The filing shows Mr. Logan sold 325,000 shares of Class A common stock on 08/11/2025 at a weighted average price of $21.3143 (individual sale prices ranged $21.01–$21.47) and sold 175,000 shares of Class A common stock on 08/12/2025 at a weighted average price of $21.7922 (individual sale prices ranged $21.31–$22.205). After these reported transactions his beneficial ownership of Class A common stock is shown as 3,567,305 shares and his Class B common stock beneficial ownership is shown as 1,544,017 shares.

The Form 4 is signed by an attorney‑in‑fact, Emmanuelle Lee, on behalf of Thomas D. Logan on 08/13/2025. The filing provides the sale dates, amounts and weighted average prices but does not state any reason or plan under which the sales occurred.

Mirion Technologies (MIR) filed a Form 144 disclosing a proposed sale of 500,000 Class A common shares through UBS Financial Services, with an aggregate market value of $10,655,000 and an approximate sale date of 08/11/2025. The filing lists total Class A shares outstanding of 224,440,000, so the proposed sale equals roughly 0.22% of outstanding Class A stock. The 500,000 shares were acquired entirely via company equity awards (PSU and RSU grants) on dates between 12/27/2023 and 05/14/2025, and the acquisition table entries sum to 500,000 shares. The filer reports Nothing to Report for securities sold in the past three months and includes the standard representation regarding undisclosed material adverse information.