10-K: Mirion Technologies Returns to Profit, Boosted by Acquisitions

Sentiment:

Annual Report


Mirion Technologies reports a significant return to net income in 2025, driven by robust revenue growth and strategic acquisitions in nuclear safety and medical segments.

Delay expectedImplementation of settlement terms with a Russian customer for a Hungarian project has been delayed due to the current Russian sanctions regime.Unexpected project delays could impact the contract asset or liability position during the course of a contract, affecting the timing of revenue recognition for long-term projects.Sales cycles in certain end markets (e.g., new NPP construction or refurbishment) can be long and unpredictable, ranging from 12 to 36 months, and occasionally extending up to 60 months or more.Revenue recognition may be delayed due to the need for customer notices to proceed, certification of successful installation and operation, or construction or scheduled outage delays.
Capital raiseCompleted a private offering of $400.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2030 on May 23, 2025.Completed a public offering of 19,906,322 shares of Class A common stock on September 30, 2025, generating net proceeds of $409.7 million.Completed a private offering of $375.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on September 30, 2025.Used proceeds from these offerings to pay $38.0 million for capped call transactions, fund the $588.4 million acquisition of Paragon Energy Solutions, and for general corporate purposes.
Better than expectedNet income of $29.8 million in 2025, a significant improvement from net losses of $36.6 million in 2024 and $98.7 million in 2023.Revenue increased by 7.5% to $925.4 million in 2025, demonstrating strong top-line growth.Income from operations more than doubled to $51.5 million in 2025 from $24.8 million in 2024.Adjusted EBITDA increased to $227.9 million in 2025 from $203.6 million in 2024.Remaining performance obligations grew substantially to $1,104.3 million from $811.9 million, indicating strong future revenue visibility.Interest expense decreased significantly due to debt refinancing and lower-interest convertible notes.

Summary

  • Total revenues for the year ended December 31, 2025, were $925.4 million, an increase of 7.5% from $860.8 million in 2024.
  • The company achieved a net income of $29.8 million in 2025, a substantial improvement from a net loss of $36.6 million in 2024 and $98.7 million in 2023.
  • Nuclear & Safety segment revenues increased by $53.5 million to $614.6 million in 2025, primarily due to current period acquisitions, foreign exchange fluctuations, organic volume growth, and price increases.
  • Medical segment revenues increased by $11.1 million to $310.8 million in 2025, driven by price increases, recovery from operational delays, foreign exchange fluctuations, and organic volume growth.
  • Remaining performance obligations, representing committed but undelivered contracts, grew to $1,104.3 million as of December 31, 2025, from $811.9 million in 2024.
  • Acquired Certrec Corporation in July 2025 for $82.9 million, enhancing regulatory compliance and digital integration solutions for the nuclear industry.
  • Acquired Paragon Energy Solutions in December 2025 for $588.4 million, significantly expanding presence in the U.S. nuclear power and small modular reactor (SMR) markets.
  • Completed a private offering of $400.0 million in 0.25% Convertible Senior Notes due 2030 in May 2025.
  • Refinanced its term loan in June 2025, repaying $244.6 million and extending the maturity date to June 5, 2032.
  • Completed a public offering of 19,906,322 shares of Class A common stock in September 2025, generating net proceeds of $409.7 million.
  • Completed a private offering of $375.0 million in 0.00% Convertible Senior Notes due 2031 in September 2025.
  • Research and development expenses increased to $38.9 million in 2025 from $35.0 million in 2024.
  • The effective income tax rate was 8.9% in 2025, compared to (7.9)% in 2024.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong performance, marked by a return to profitability, robust revenue growth, and strategic acquisitions that solidify market leadership and future growth prospects, despite ongoing geopolitical and operational challenges.

Positives

  • Achieved a net income of $29.8 million in 2025, reversing net losses from previous years.
  • Reported strong revenue growth of 7.5% year-over-year, reaching $925.4 million.
  • Significantly increased remaining performance obligations to $1,104.3 million, indicating a robust future revenue pipeline.
  • Successfully executed strategic acquisitions of Certrec and Paragon Energy Solutions, expanding market offerings and strengthening presence in key nuclear sectors.
  • Experienced a decrease in net interest expense due to debt refinancing and the issuance of lower-interest convertible notes.
  • Recorded a $17.4 million unrealized foreign currency gain in 2025.
  • Benefiting from positive trends in the nuclear sector, driven by increased energy demand from cloud computing and artificial intelligence data centers, and global support for nuclear energy capacity expansion.
  • Maintains high barriers to entry in its highly-regulated markets due to product complexity, technical qualifications, and established customer relationships.
  • Possesses a global footprint and established network of suppliers and distributors, enabling responsiveness to local customer needs.

Negatives

  • Organic volume growth in the Medical segment was down from the prior year due to softer demand within the cancer care end-market in certain geographies.
  • Incurred increased mergers and acquisition expenses and compensation costs in 2025.
  • Recognized a $5.8 million loss on debt extinguishment related to the term loan refinancing in 2025.
  • Ongoing geopolitical and trade conditions, including the Russia-Ukraine conflict, continue to pose risks, impacting Russian-related projects and increasing transaction complexity.
  • Exposure to fluctuations in foreign currency exchange rates and interest rates can adversely affect financial results.
  • Reliance on third-party suppliers and sales representatives introduces risks related to performance, compliance, and potential liability.
  • Sales cycles in certain end markets, particularly for new nuclear power plant construction, can be long and unpredictable, ranging from 12 to over 60 months.
  • Fixed-price contracts carry inherent risks of losses from underestimating costs, inflation, and operational difficulties.
  • Potential for increased costs and operational constraints due to evolving environmental, social, and governance (ESG) reporting requirements.

Risks

  • Geopolitical and trade conditions, including matters affecting Russia, the relationship between the United States and China, conflict in the Middle East, tariffs, export controls, and trade barriers, could increase costs and adversely affect business.
  • Developments in government spending budgets, including reductions, shutdowns, or failure to raise the U.S. debt ceiling, could reduce sales and revenue.
  • Ability to manage the supply chain or difficulties with third-party manufacturers, including sole or limited source suppliers, could disrupt production and increase costs.
  • Risks related to government contracts, including mitigating risks associated with long-term fixed-price contracts and potential cost overruns.
  • Public perception of nuclear radiation and nuclear technologies could negatively impact markets and increase regulatory requirements.
  • Information technology disruptions or security issues, including cyberattacks and data breaches, could incur significant costs, litigation, and reputational damage.
  • Risks related to the use of artificial intelligence and machine learning in operations, including legal liability, regulatory action, competitive harm, and ethical concerns.
  • Ability to realize expected benefits from strategic transactions (acquisitions, divestitures, investments), including integration challenges and failure to achieve synergies.
  • Ability to issue debt, equity, or equity-linked securities in the future, potentially leading to dilution or increased financial obligations.
  • Changes in tax law and ongoing tax audits, including the impact of OECD Pillar Two legislation, could adversely affect results.
  • Ability to attract, train, and retain key members of the leadership team and other qualified personnel.
  • Costs or liabilities associated with product liability claims, especially for technically complex products involving radiation detection.
  • Adequacy of insurance coverage for various risks, including product liability and cybersecurity.
  • Exposure to fluctuations in foreign currency exchange rates, interest rates, tariffs, and inflation.
  • Ability to comply with various laws and regulations (environmental, health, safety, anti-corruption, privacy, medical device) and associated costs and penalties.
  • Uncertainty and outcome of legal claims, litigation, arbitration, government and regulatory proceedings.
  • Ability to protect or enforce proprietary rights (intellectual property, trade secrets) or defend against third-party infringement claims.
  • Liabilities associated with environmental, health, and safety matters.
  • Long and unpredictable sales cycles in certain end markets (e.g., new NPP construction).
  • Reliance on third-party sales representatives, distributors, and OEMs, whose failure to perform could adversely affect the business.
  • Operating as an entrepreneurial, decentralized company reliant on local business units, which could lead to undetected or unresolved financial, operational, and compliance matters.
  • Use of open-source software could lead to litigation or impact product sales.
  • Actions or omissions of suppliers, customers, or business partners could harm reputation and sales.
  • Portions of the workforce are represented by unions or works councils, potentially leading to work stoppages or limiting business flexibility.
  • The elimination or any modification of the Price-Anderson Act's financial protection and indemnification authority could have adverse consequences for the nuclear services industry.
  • Changes in insurance reimbursement to healthcare providers or patient coverage could adversely affect the Medical segment.
  • Changes to third-party data access for products like SunCHECK software could impact business.
  • The price of Class A common stock may be volatile.
  • Conversion of Convertible Notes may dilute the ownership interest of stockholders or otherwise depress the price of Class A common stock.
  • The conditional conversion feature of Convertible Notes, if triggered, may adversely affect financial condition and operating results.
  • Indebtedness could adversely affect financial condition, requiring a significant portion of cash flows for debt payments and reducing available funds for other needs.
  • The Credit Agreement imposes restrictive covenants limiting activities, and failure to comply could cause a default.
  • The company may continue to require additional capital to support growth plans, and such capital may not be available on acceptable terms.
  • Certain ownership and voting power laws and regulations may limit the ability of stockholders to acquire Class A common stock and therefore limit demand.
  • Anti-takeover provisions contained in the Charter and Bylaws, as well as provisions of Delaware law, could impair or delay a takeover attempt.
  • Charter's forum selection clauses could discourage claims or limit stockholders' ability to make a claim against the company, its directors, officers, or other employees.

Future Outlook

Mirion Technologies anticipates increased demand for nuclear energy, driven by escalating energy needs from cloud computing and artificial intelligence data centers, and expects continued growth in the global nuclear medicine and radiation therapy markets due to rising cancer incidence and technological advancements. The company plans to capitalize on government outsourcing of dosimetry services and is strategically focused on supporting the development of small modular nuclear reactors (SMRs), projecting up to 700 GWs of capacity by 2050. A digital-forward roadmap, including on-premise and SaaS solutions like the Vital Platform, is a key strategic area. The company intends to enhance its global position by exploiting under-penetrated market opportunities, expanding into new geographies and end markets, developing new products, improving cost structures, and pursuing selective strategic acquisitions.

Management Comments

  • "At Mirion, we deliver vital protection that unlocks the transformative potential of radiation to move science, industry and medicine forward."
  • "Mirion management believes the Certrec business will be pivotal in expanding our offerings in the nuclear power market and further strengthen the development of our digital ecosystem."
  • "Mirion management believes that Paragon will provide Mirion's nuclear power customers with a more comprehensive suite of product offerings and services to meet their growing needs. Additionally, the addition of Paragon significantly enhances our presence in the U.S. nuclear power market and the developing SMR commercial entrants."
  • "Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage its capital structure on a shortand long-term basis."

Industry Context

StockSavvy.ai notes that Mirion Technologies is strategically positioned to benefit from the global resurgence in nuclear energy, driven by climate action goals and the escalating energy demands of data centers and AI. The company's strong presence in both nuclear power (98% of global NPPs) and cancer care (80% of global cancer centers) aligns with increasing global healthcare needs and energy security priorities. The focus on SMRs and digital solutions like the Vital Platform reflects a proactive approach to emerging industry trends and technological advancements. The trend of government outsourcing dosimetry services also presents a significant growth opportunity, as demonstrated by Mirion's acquisitions in Europe.

Comparison to Industry Standards

  • Mirion Medical has a presence in over 80% of cancer centers worldwide, indicating a strong market penetration compared to global benchmarks in radiation oncology quality assurance.
  • Mirion Nuclear & Safety solutions are in over 98% of nuclear power plants globally, demonstrating near-universal adoption in this highly specialized and regulated industry.
  • The International Atomic Energy Agency (IAEA) raised its annual nuclear projections for the fifth consecutive year, with UN countries supporting a declaration to triple nuclear energy capacity by 2050, suggesting Mirion's market is experiencing significant tailwinds.
  • The U.S. installed nuclear base is over 40 years old, and the global installed base is over 30 years old, creating recurring revenue opportunities for Mirion through replacements and upgrades.
  • Small Modular Reactors (SMRs) are expected to provide up to 700 GWs of capacity by 2050, positioning Mirion to capitalize on this emerging segment.
  • Mirion's products have been sold to 23 of the 32 NATO militaries, indicating strong standing in the defense sector.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Forum Selection ClausesCharter provides for exclusive forum for certain legal actions in Delaware state or federal courts, and federal district courts for Securities Act claims, which may discourage claims or increase costs for stockholders.N/AMay reduce litigation risk in multiple jurisdictions but could limit stockholder recourse.
IndemnificationCharter provides for indemnification of directors and officers to the fullest extent permitted by applicable law, and the company has entered into indemnification agreements.N/AProtects directors and officers from liabilities, but may reduce available funds for third-party claims.
Corporate OpportunitiesCharter contains provisions renouncing corporate opportunities presented to non-employee Board members, to the extent permitted by Delaware law.N/AAllows non-employee directors to pursue other business ventures without conflict, but may limit opportunities for the company.
Anti-Takeover ProvisionsCharter and Bylaws contain provisions such as the Board's authority to issue undesignated preferred stock, prohibition on stockholder action by written consent, restrictions on calling special meetings, advance notice procedures for stockholder nominations/proposals, specific procedures for director election/removal, no cumulative voting, and super-majority vote requirements (66 2/3% until Oct 21, 2028, then majority) for certain Charter/Bylaws amendments.N/ACould delay, deter, or prevent a change in control, encouraging negotiation with the Board but potentially discouraging proposals that stockholders might deem beneficial.
Delaware Anti-Takeover StatuteThe company is subject to Section 203 of the DGCL, which regulates corporate takeovers by prohibiting certain business combinations with interested stockholders for three years.N/AExpected to have an anti-takeover effect for transactions not approved in advance by the Board.
Cybersecurity GovernanceThe Board delegates cybersecurity risk assessment and management oversight to the Audit Committee, which receives quarterly updates from management and an annual update from the Board. Three Board members have NACD cybersecurity training and certification. The program is led by the CIO and CISO.N/AEnhances oversight and management of cybersecurity risks, aiming to improve capabilities and incident response.
Code of Ethics and Business ConductAdopted a Code of Ethics and Business Conduct applicable to all employees, officers, and directors, and maintains an Anti-Bribery and Anti-Corruption Policy with regular training.N/APromotes high ethical standards and compliance with anti-corruption laws, mitigating legal and reputational risks.
Insider Trading PolicyAdopted Insider Trading policies and procedures governing securities transactions, including Rule 10b5-1 plans, for directors, officers, and certain covered employees.N/ADesigned to promote compliance with insider trading laws and regulations, reducing legal exposure and reputational harm.

Legal Proceedings

  • Subject to various legal proceedings, claims, litigation, investigations, and contingencies arising out of the ordinary course of business.
  • A Russian customer claimed $19.3 million in liquidated damages in April 2023 for delays on a Hungarian project, later increased to $21 million (subject to a $14 million contractual cap). A settlement was reached in November 2024 to modify the contract, with implementation complicated by current sanctions.
  • In June 2023, the same Russian customer demanded the return of $10.2 million related to a cancelled Finland nuclear power plant project. A settlement agreement was reached in September 2024 to refund $4.4 million, which was paid in June 2025.
  • The disposition of any currently pending or threatened matters is not expected to have a material effect on business, results of operations, or financial condition, but outcomes cannot be predicted with certainty and litigation can incur significant costs and divert management resources.

Related Party Transactions

  • Founder shares: The former sponsor of GS Acquisition Holdings Corp II owned 18,750,000 Class A common stock subject to vesting conditions ($12, $14, $16 per share). All met vesting conditions in Q4 2024.
  • Private Placement Warrants: The former sponsor purchased 8,500,000 private placement warrants at $2.00 each ($17.0 million total). These were exchanged for Class A common stock in Q2 2024.
  • Profits Interests: 8,100,000 Profits Interests were issued to Lawrence Kingsley (Chairman), Thomas Logan (CEO), and Brian Schopfer (CFO), representing an indirect interest in founder shares. All met vesting conditions in Q4 2024.

Stakeholder Impact

  • Shareholders: Potential for dilution from convertible notes conversion, impact from the share repurchase program, volatility in Class A common stock price, and anti-takeover provisions that may limit acquisition premiums.
  • Employees: Benefits from stock-based compensation plans (RSUs, PSUs), defined benefit and contribution plans, a commitment to a safe and healthy work environment, and investments in training and development. Workforce reductions are mentioned as part of restructuring initiatives.
  • Customers: Benefit from enhanced product offerings and services through recent acquisitions (Certrec, Paragon), a strong focus on product quality and safety in highly regulated fields, but may face project delays due to supply chain or geopolitical issues.
  • Suppliers: Affected by supplier consolidation efforts and the company's reliance on third-party suppliers (including sole/limited source), which introduces supply chain risks and potential for increased costs due to tariffs or geopolitical disruptions.
  • Creditors: Impacted by debt refinancing activities, the issuance of convertible notes, and the company's compliance with debt covenants and exposure to variable interest rates.

Next Steps

  • Continue to exploit under-penetrated market opportunities by leveraging existing positions and developing innovative products.
  • Expand addressable market through geographic expansion, customer outsourcing, service privatization, and entering new end markets.
  • Develop new products and services, including supporting small modular nuclear reactors (SMRs) and advancing digital/SaaS solutions like the Vital Platform.
  • Continuously improve cost structure and productivity through ongoing operating improvements and supplier consolidation.
  • Pursue strategic acquisitions and other transactions to complement the portfolio, reinforce the supply chain, and expand into new markets.
  • Finalize the valuation report and complete the purchase price allocation for the Certrec and Paragon acquisitions within one year from their respective acquisition dates.
  • Monitor the social, political, regulatory, and economic environment in Ukraine and Russia, and consider appropriate actions regarding Russian-related projects.
  • Implement the terms of the settlement with the Russian customer, which is complicated by the current sanctions regime.
  • Evaluate the impact of new accounting standards, including ASU 2023-06, ASU 2024-03, and ASU 2025-06.

Key Dates

DateDescription
2020-08-20Assumed $100 invested in Class A common stock for performance graph comparison.
2021-10-20Business combination with GS Acquisition Holdings Corp II (GSAH) consummated; GSAH renamed Mirion Technologies, Inc.
2021-10-21Date of Second Amended and Restated Sponsor Agreement.
2021-12-27Company filed a registration statement on Form S-8 with the SEC.
2023-04-03Sale of Biodex Rehabilitation business to Salona Global Medical Device Corporation closed.
2023-04Russian customer claimed $19.3 million in liquidated damages for delays on a Hungarian project.
2023-06Russian customer demanded return of $10.2 million for a cancelled Finland nuclear power plant project.
2023-06-232021 Credit Agreement amended to replace LIBOR with SOFR.
2023-10Russian customer updated claim to $21 million ($18 million daily penalties) with a $14 million contractual cap.
2023-11FASB issued ASU 2023-06 Disclosure Improvements.
2023-12FASB issued ASU 2023-09 'Income Taxes (Topic 740): Improvements to Income Tax Disclosures'.
2023-12-31Fiscal year end.
2024-01-01Start of performance period for 2024 PSUs.
2024-03-01Grant date for 2024 Performance-based Restricted Stock Units (PSUs).
2024-04-18Company called Public Warrants for redemption.
2024-05-20Redemption Date for Public Warrants.
2024-05-22Amendment No. 3 to Credit Agreement reduced term loan margin rate.
2024-06-04Company exchanged 1,768,000 Class A common stock for 8,500,000 Private Placement Warrants.
2024-11Settlement reached with Russian customer regarding Hungarian project claim.
2024-12Share repurchase program for up to $100.0 million instituted.
2024-12-31Fiscal year end; All founder shares met required vesting conditions; All Profit Interests met required vesting conditions.
2025-01-01Number of shares available under 2021 Plan increased to 45,269,801; Start of performance period for 2025 PSUs.
2025-03-01Grant date for 2025 Performance-based Restricted Stock Units (PSUs).
2025-03-21Amendment No. 4 to 2021 Credit Agreement increased revolving credit commitments and extended maturity.
2025-05-20Last reported sale price of Class A common stock was $17.44.
2025-05-23Private offering of $400.0 million 0.25% Convertible Senior Notes due 2030 completed.
2025-06-01Maturity date for 2030 Notes.
2025-06-05Amendment No. 5 to 2021 Credit Agreement refinanced term loan, extending maturity to June 5, 2032.
2025-06Refund of $4.4 million to Russian customer for Finland project.
2025-07-31Acquired Certrec Corporation for $82.9 million.
2025-09-24Equity purchase agreement signed for Paragon Energy Solutions.
2025-09-25Prospectus supplement filed for Class A Common Stock offering.
2025-09-30Public offering of 19,906,322 Class A common stock completed; Private offering of $375.0 million 0.00% Convertible Senior Notes due 2031 completed.
2025-10-01Annual goodwill impairment assessment date.
2025-12-01Acquired Paragon Energy Solutions for $588.4 million.
2025-12-08Amendment No. 6 to 2021 Credit Agreement reduced term loan margin rate.
2025-12-31Fiscal year end.
2026-02-12Shares outstanding reported.
2026-02-19Annual Report on Form 10-K filing date.
2026-12-15Effective date for ASU 2024-03 'Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures'.
2027-12-15Effective date for ASU 2025-06 'IntangiblesGoodwill and OtherInternal-Use Software'.
2028-06-06Earliest redemption date for 2030 Notes.
2028-10-05Earliest redemption date for 2031 Notes.
2028-10-21Sunset Time for super-majority vote requirement for certain Charter/Bylaws amendments.
2029-11-14Share repurchase program expiration.
2030-03-21Revolving facility scheduled to expire and mature.
2030-06-01Maturity date for 2030 Notes.
2031-10-01Maturity date for 2031 Notes.
2032-06-05Term loan facility scheduled to mature.
2050UN countries support a declaration to triple nuclear energy capacity by this year.

Recommendation

buy

Mirion Technologies demonstrated a strong turnaround in 2025, returning to net profitability and achieving significant revenue growth. The strategic acquisitions of Certrec and Paragon substantially enhance its market position in the growing nuclear and SMR sectors, while the robust increase in remaining performance obligations provides strong revenue visibility. The company's leadership in highly regulated, high-barrier-to-entry markets, coupled with its commitment to R&D and digital solutions, positions it for continued long-term growth. While geopolitical risks and integration challenges exist, the overall financial performance and strategic moves suggest a positive trajectory for seasoned investors.

Keywords

Radiation detection, Nuclear safety, Medical technology, Cancer care, Dosimetry, SMRs, Nuclear power, Regulatory compliance, Financial reporting, Acquisitions, Convertible notes, Debt refinancing, Cybersecurity, AI, Intellectual property

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