Mirion Technologies, Inc. SEC Filings

Mirion Technologies (MIR): CEO and director Thomas D. Logan reported a charitable gift of 106,188 shares of Class A Common Stock on 10/30/2025 (transaction code G) at a reported price of $0.

Following the transaction, reported holdings were 3,349,551 shares of Class A Common Stock directly, 1,544,017 shares of Class B Common Stock directly, and 111,566 shares of Class A Common Stock held indirectly via the Logan Family Trust.

Mirion Technologies (MIR) Form 4: Chief Financial Officer Brian Schopfer reported a charitable gift of 15,000 shares of Class A Common Stock on 10/30/2025, coded “G,” with a price of $0. Following the transaction, he beneficially owned 904,432 shares of Class A Common Stock (direct) and 499,935 shares of Class B Common Stock (direct). The filing notes the gift was to a donor advised fund and that no consideration was received.

The Vanguard Group filed Amendment No. 3 to Schedule 13G reporting passive ownership in Mirion Technologies (MIR). Vanguard reports beneficial ownership of 30,418,327 shares of common stock, representing 12.45% of the class as of the event date 09/30/2025.

Vanguard reports 0 shares with sole voting power and 1,646,311 shares with shared voting power. It has 28,513,549 shares with sole dispositive power and 1,904,778 shares with shared dispositive power. Vanguard files as an investment adviser and certifies the securities were acquired and held in the ordinary course, not to change or influence control. Vanguard’s clients have rights to dividends or sale proceeds tied to these shares, and no single other person’s interest exceeds 5%.

Mirion Technologies (MIR) reported Q3 2025 results. Revenue was $223.1 million, up from $206.8 million a year ago, driven by higher product ($166.1 million) and service ($57.0 million) sales. Net income was $2.9 million versus a prior-year loss, with diluted EPS of $0.01. Gross profit reached $104.5 million as operating expenses held near flat.

The balance sheet strengthened significantly: cash and cash equivalents were $933.2 million (from $175.2 million at year-end), reflecting financing actions and a direct registered equity offering. The company issued $400.0 million of 0.25% Convertible Senior Notes due 2030 and $375.0 million of 0.00% Convertible Senior Notes due 2031, repaid $244.6 million of term loan principal, and raised $409.6 million net via issuing 19,906,322 Class A shares. Convertible debt stood at $753.6 million.

Mirion acquired Certrec on July 31, 2025 for approximately $82.2 million gross consideration to expand its Nuclear & Safety digital portfolio. Remaining performance obligations were approximately $808.0 million as of September 30, 2025. Class A shares outstanding were 244,370,206 at quarter end.

Mirion Technologies, Inc. furnished an update that it issued a press release announcing financial results for the fiscal quarter ended September 30, 2025. The press release is provided as Exhibit 99.1.

The information in Items 2.02 and 9.01, including Exhibit 99.1, is being furnished and is not deemed “filed” under Section 18 of the Exchange Act, nor incorporated by reference in other filings unless expressly stated.

BlackRock, Inc. reported beneficial ownership of 35,690,382 shares of Mirion Technologies, Inc. Class A stock, representing 14.8% of the class as of the reporting event date 09/30/2025. The filing, submitted as a Schedule 13G (Amendment No. 1) and signed on 10/02/2025, shows 35,267,730 shares with sole voting power and 35,690,382 shares with sole dispositive power. The Schedule notes that the reported holdings reflect aggregated positions of certain BlackRock business units and that one identified holder, iShares Core S&P Small-Cap ETF, holds more than 5% of Mirion common stock. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Mirion Technologies completed two major financing transactions to support a planned acquisition and general corporate needs. The company sold 19,906,322 shares of Class A common stock at $21.35 per share in a public offering, generating approximately $409.7 million in net proceeds. It also issued $375.0 million of 0.00% Convertible Senior Notes due 2031 in a private offering, with net proceeds of about $365.2 million.

The notes are unsecured, mature on October 1, 2031, and are initially convertible at 34.6951 shares per $1,000 principal amount, implying a conversion price of about $28.82 per share, a 35% premium to the stock offering price. Mirion entered into capped call transactions, capped at $42.70 per share, to reduce potential dilution or offset cash payments on conversion. The company expects to use about $38.0 million for the capped calls and apply the remaining proceeds from both offerings primarily to fund the planned Paragon Energy Solutions acquisition and for general corporate purposes.

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).