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What changed in Mirion Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mirion Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+543 added−336 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-26)

Top changes in Mirion Technologies, Inc.'s 2025 10-K

543 paragraphs added · 336 removed · 235 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

92 edited+219 added−29 removed53 unchanged
Biggest changeOur legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below. 7 Table of Content s Factors representing opportunities for growth include (i) upgrade, replacement and retirement cycles of our radiation detection, measurement, analysis and monitoring products, (ii) aging installed base of existing global installed nuclear reactors requiring frequent product replacements and upgrades, (iii) decontamination and decommissioning activity, (iv) large installed base of "orphaned" products and systems requiring operators of many aging NPPs to consider new suppliers to meet their detection needs, and (v) new build opportunity all represent opportunities for growth.
Biggest changeFactors representing opportunities for growth include (i) upgrade, replacement and retirement cycles of our radiation detection, measurement, analysis and monitoring products, (ii) aging installed base of existing global installed nuclear reactors requiring frequent product replacements and upgrades (on average, the U.S. installed base is more than 40 years old and the global installed base is more than 30 years old), (iii) decontamination and decommissioning activity, (iv) large installed base of “orphaned” products and systems requiring operators of many aging NPPs to consider new suppliers to meet their detection needs, and (v) new build opportunity all represent opportunities for growth.
Through R&D labs, critical nuclear facilities, cancer centers, diagnostic imaging facilities, and on the front lines, Mirion empowers innovations that move radiation safety, measurement and medicine further to shape our future world. Many of our markets are characterized by the need to meet rigorous regulatory standards, design qualifications, and operating requirements.
Through critical nuclear facilities, R&D labs, cancer centers, diagnostic imaging facilities, and on the front lines, Mirion empowers innovations that move radiation safety, measurement and medicine further to shape our future world. Many of our markets are characterized by the need to meet rigorous regulatory standards, design qualifications, and operating requirements.
We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. Cross pollination of technologies between end markets also drives new growth opportunities as we leverage our Medical distribution channels to market and sell Nuclear & Safety products.
Develop new products and services . We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. Cross pollination of technologies between end markets also drives new growth opportunities as we leverage our Medical distribution channels to market and sell Nuclear & Safety products.
We support a wide range of backgrounds, experiences and perspectives in our workforce and promote an engaging workplace that encourages participation of all employees. Employee Engagement We regularly conduct employee engagement surveys to collect feedback to better understand and improve employees' experience and identify opportunities to strengthen our culture.
We support a wide range of backgrounds, experiences and perspectives in our workforce and promote an engaging workplace that encourages participation of all employees. Employee Engagement We regularly conduct employee engagement surveys to collect feedback to better understand and improve our employees' experience and identify opportunities to strengthen our culture.
From dose preparation to patient administration, our Nuclear Medicine solutions and supplies enhance safety and accuracy to aid potentially life-saving imaging and therapy. Our high-quality hot lab solution help equip work spaces for safety, protecting staff while meeting regulation and maintaining efficiency.
From dose preparation to patient administration, our Nuclear Medicine solutions and supplies enhance safety and accuracy to aid potentially life-saving imaging and therapy. Our high-quality hot lab solutions help equip work spaces for safety, protecting staff while meeting regulation and maintaining efficiency.
A number of our employees are participants in international and U.S. standards setting organizations related to radiation detection in the nuclear, defense and medical end markets. Through these activities, we help define the setting of standards and preview changes that impact our products, customers and end markets.
A number of our employees are participants in international and U.S. standards setting organizations related to radiation detection in the nuclear power, defense and medical end markets. Through these activities, we help define the setting of standards and preview changes that impact our products, customers and end markets.
We believe the primary competitors in each of our segments are as follows: • Nuclear & Safety: Thermo Fisher Scientific, Ortek (Ametek), FLIR (Teledyne), Framatome, Ludlum, Fuji Electric, Caen System, Fluke (Fortive), Curtiss-Wright and Berthold Technologies • Medical: Landauer (Fortive), PTW, IBA, Standard Imaging, Comecer and LAP Research and Development Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements and other evolving regulatory standards.
We believe the primary competitors in each of our segments are as follows: • Nuclear & Safety: Thermo Fisher Scientific, Curtiss-Wright, Ortec (Ametek), FLIR (Teledyne), Ludlum, Fuji Electric, Caen System, Fluke (Fortive), Berthold Technologies and Framatome • Medical: Landauer (Fortive), PTW, IBA, Standard Imaging, Comecer and LAP Research and Development Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements and other evolving regulatory standards.
Throughout our history, we have successfully leveraged the strength of our expertise in ionizing radiation to continually drive innovation and expand the commercial applications of our core technology competencies. Headquartered in Atlanta, Georgia, we have operations in Canada, the United Kingdom, France, Germany, Finland, China, Belgium, Netherlands, Estonia, Japan, and South Korea.
Throughout our history, we have successfully leveraged the strength of our expertise to continually drive innovation and expand the commercial applications of our core technology competencies. Headquartered in Atlanta, Georgia, we have operations in Canada, the United Kingdom, France, Germany, Finland, China, Belgium, Netherlands, Estonia, Japan, and South Korea.
We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services. Proven M&A strategy and track record of integrating acquisitions . We have been built through successive mergers and acquisitions. Since 2016, we have acquired and integrated sixteen companies.
We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services. Proven M&A strategy and track record of integrating acquisitions . We have been built through successive mergers and acquisitions. Since 2016, we have acquired and integrated eighteen companies.
These issued patents are expected to expire between 2025 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These issued patents are expected to expire between 2026 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
Our issued patents are expected to expire between 2025 to 2037 and our pending applications, if issued, are expected to expire between 2032 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
Our issued patents are expected to expire between 2026 to 2037 and our pending applications, if issued, are expected to expire between 2032 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These issued patents are expected to expire between 2025 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
These issued patents are expected to expire between 2026 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
Our medical devices are subject to regulation under the U.S. Food, Drug, and Cosmetic Act (the "FDCA"), including design, development, testing, manufacturing, marketing, distribution, and recordkeeping. We must also comply with post-market surveillance regulations and adverse event reporting requirements.
Our medical devices are subject to regulation under the U.S. Food, Drug, and Cosmetic Act (the “FDCA”), including design, development, testing, manufacturing, marketing, distribution, and recordkeeping. We must also comply with post-market surveillance regulations and adverse event reporting requirements.
Mirion is comprised of two reporting segments: Nuclear & Safety (formerly named Technologies) and Medical. Our Nuclear & Safety segment powers advancements in nuclear energy and critical radiation safety, measurement and analysis applications across laboratories, research and other industrial markets such as defense.
Mirion is comprised of two reporting segments: Nuclear & Safety (formerly named Technologies) and Medical. Our Nuclear & Safety segment powers advancements in nuclear energy and critical radiation safety, measurement and analysis applications across nuclear power facilities, laboratories, research and other industrial markets such as defense.
Industrial, Defense & Other : Our technologies safeguard nuclear materials to protect people and the environment through various radiation measurement applications tailored to non-nuclear industrial sites such as oil & gas, mining and quarrying for the monitoring and protection of personnel safety.
Defense & Diversifieds : Our technologies safeguard nuclear materials to protect people and the environment through various radiation measurement applications tailored to non-nuclear industrial sites such as oil & gas, mining and quarrying for the monitoring and protection of personnel safety.
For the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, no customer accounted for greater than 5% of our consolidated revenue, our top five customers together accounted for approximately 13%, 12%, and 11% of our consolidated revenue, respectively, and our top ten customers represented approximately 19%, 19%, and 17% of our consolidated revenue, respectively.
For the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, no customer accounted for greater than 5% of our consolidated revenue, our top five customers together accounted for approximately 13%, 11%, and 12% of our consolidated revenue, respectively, and our top ten customers represented approximately 19%, 17%, and 19% of our consolidated revenue, respectively.
For example, we provide (i) radiation measurement and monitoring solutions that are typically installed during construction and replaced or upgraded during the lifetime of the reactors, (ii) reactor instrumentation and control detectors installed during construction that are replaced or upgraded regularly, (iii) measurement and expertise services to help customers address nuclear measurement needs, (iv) imaging systems and cameras for all stages of the nuclear lifecycle, and (v) waste management systems that are used during the lifetime of the reactors.
Specifically, we provide (i) radiation protection, measurement and monitoring solutions that are typically installed during construction and replaced or upgraded during the lifetime of the reactors, (ii) reactor instrumentation and control detectors installed during construction that are replaced or upgraded regularly, (iii) measurement and expertise services to help customers address nuclear measurement needs, (iv) imaging systems and cameras for all stages of the nuclear lifecycle, and (v) waste management systems that are used during the lifetime of the reactors.
Our Strategy Our objective is to continue enhancing our position as a global provider of radiation detection, measurement, analysis and monitoring products and services for the global medical and industrial end markets. We intend to achieve this through the following strategies: Exploit under-penetrated market opportunities .
Our Strategy Our objective is to continue enhancing our position as a global provider of radiation detection, measurement, analysis and monitoring products and services for the global nuclear power and medical end markets. We intend to achieve this through the following strategies: Exploit under-penetrated market opportunities .
This drives recurring revenue and opportunities for cross sales from our other activities as over 80% of our Nuclear revenue comes from our installed base. In addition, we maintain relationships with global military and government organizations that value operating longevity and technological expertise.
This drives recurring revenue and opportunities for cross sales from our other activities as over 80% of our Nuclear power end-market revenue comes from our installed base. In addition, we maintain relationships with global military and government organizations that value operating longevity and technological expertise.
Solutions across this space include dose calibrators, thyroid uptake systems, ultrasound tables, solutions for radiopharmaceutical therapy, C-Arm tables and the advanced workflows provided by ec 2 software solutions. 9 Table of Content s Dosimetry Services : Radiation dosimetry in the fields of health physics and radiation protection is the measurement, calculation and assessment of the ionizing radiation dose absorbed by an object, usually the human body.
Solutions across this space include dose calibrators, thyroid uptake systems, ultrasound tables, solutions for radiopharmaceutical therapy, C-Arm tables and the advanced workflows provided by ec 2 Software. Dosimetry Services : Radiation dosimetry in the fields of health physics and radiation protection is the measurement, calculation and assessment of the ionizing radiation dose absorbed by an object, usually the human body.
For the fiscal periods ended December 31, 2024, 2023, and 2022, service revenue represented approximately 25.3%, 25.4%, and 25.7%, respectively, of our consolidated revenue. • Expand into new end markets . We periodically review our adjacent markets and identify opportunities for expansion.
For the fiscal periods ended December 31, 2025, 2024, and 2023, service revenue represented approximately 25.4%, 25.3%, and 25.4%, respectively, of our consolidated revenue. • Expand into new end markets . We periodically review our adjacent markets and identify opportunities for expansion.
Mirion Medical has a presence in more than 80% of cancer centers worldwide and Mirion Nuclear & Safety solutions are in more than 95% of nuclear power plants globally.
Mirion Medical has a presence in more than 80% of cancer centers worldwide and Mirion Nuclear & Safety solutions are in more than 98% of nuclear power plants globally.
These solutions include Military CBRNE, or Chemical, Biological, Radiological, Nuclear and high-yield Explosives, security and search. Medical Cancer care : O ur solutions in the cancer care market bring a legacy of quality and safety to the healthcare space.
These solutions include Military CBRNE, or Chemical, Biological, Radiological, Nuclear and high-yield Explosives, security and search. Medical Cancer Care : Our solutions in the cancer care market bring a legacy of quality and safety to the healthcare space.
Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions. We operate facilities in 12 countries, accommodating the desire of certain of our customers to procure products and services from local providers.
Global footprint designed to meet local customer needs. Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions. We operate facilities in 12 countries, accommodating the desire of certain customers to procure products and services from local providers.
In our Nuclear & Safety segment, supporting the development of small module nuclear reactors (SMRs) continues to be a strategic focus. SMRs are expected to provide a safer, more flexible and cost-effective alternative in energy output, with up to 375 GWs of capacity expected by the year 2050.
In our Nuclear & Safety segment, supporting the development of small modular nuclear reactors (SMRs) continues to be a strategic focus. SMRs are expected to provide a safer, more flexible and cost-effective alternative in energy output, with up to 700 GWs of capacity expected by the year 2050.
As a global leader in radiation safety, we bring together unrivaled expertise with an unmatched range of reliably precise technologies. Safety is at the core of what we do.
As a global leader in the field of radiation safety and innovation, we bring together unrivaled expertise with an unmatched range of reliably precise technologies. Safety is at the core of what we do.
Employee Health and Safety As a company that manufactures devices to keep others safe, we place great focus on the safety of our own employees. We are committed to providing a safe and healthy work environment. Safety is a key consideration in our manufacturing processes.
Employee Health and Safety As a company that sells solutions to keep others safe, we place great focus on the safety of our own employees. We are committed to providing a safe and healthy work environment. Safety is a key consideration in our manufacturing processes.
This provides us with an opportunity to leverage our expertise and North American service experience, where we have demonstrated a strong track record of success, to expand market share in other 11 Table of Content s geographies.
This provides us with an opportunity to leverage our expertise and North American service experience, where we have demonstrated a strong track record of success, to expand market share in other geographies.
You may obtain a copy of any of these reports, free of charge, from the Investors Relations section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that also contains these reports at: www.sec.gov. 19 Table of Content s
You may obtain a copy of any of these reports, free of charge, from the Investor Relations section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that also contains these reports at: www.sec.gov. 18 Table of Content s TEM 1A.
Our Customers Our principal customers include hospitals, clinics and urgent care facilities, dental offices, veterinary offices, radiation treatment facilities, OEMs for radiation therapy, laboratories, military organizations, government agencies, industrial 13 Table of Content s companies, power and utility companies, reactor design firms and NPPs. We have long-standing relationships with our customers.
Our Customers Our principal customers include power and utility companies, reactor design firms, NPPs, hospitals, clinics and urgent care facilities, dental offices, veterinary offices, radiation treatment facilities, OEMs for radiation therapy, laboratories, military organizations, government agencies, and industrial companies, We have long-standing relationships with our customers.
Likewise, the global radiotherapy market is expected to grow primarily driven by factors including growing awareness about the benefits of radiotherapy for cancer control and eradication, increasing incidence and prevalence of cancer, and technological advancements in the field of radiotherapy. 8 Table of Content s Mirion occupational dosimetry services span beyond cancer care to protect all healthcare workers exposed to radiation.
Likewise, the global radiation therapy market is expected to grow primarily driven by factors including growing awareness about the benefits of radiation therapy for cancer control and eradication, increasing incidence and prevalence of cancer, and technological advancements in the field of radiation therapy. Mirion occupational dosimetry services span beyond cancer care to protect all healthcare workers exposed to radiation.
For example, we have leveraged our technical expertise to develop and commercialize innovative products to increase sales in the U.S. dosimetry services market and in the radiotherapy quality assurance market, and we have expanded our radiation monitoring solutions offering by leading integrated offers with other key suppliers for some nuclear new build projects in Europe to increase our scope of supply and gain share in the nuclear market.
For example, we have leveraged our technical expertise to develop and commercialize innovative products to increase sales in the U.S. dosimetry services market and in the radiation therapy quality assurance market, and we have expanded our radiation monitoring solutions offering by leading integrated offers with other key suppliers for some nuclear new build projects in Europe to increase our scope of supply and gain share in the nuclear market. 11 Table of Content s Expand addressable market.
Medical Device Regulation We are required to register for permits and/or licenses with, obtain approvals from and comply with operating standards of the U.S. Food and Drug Administration (the "FDA"), the U.S. Department of Health and Human Services ("HHS"), the European Medicines Agency (the "EMA"), the U.K. Medicines and Healthcare Products Regulatory Agency (the "MHRA"), and other foreign agencies.
Medical Device Regulation We are required to register for permits and/or licenses with, obtain approvals from and comply with operating standards of the U.S. Food and Drug Administration (the “FDA”), the U.S. Department of Health and Human Services (“HHS”), the European Medicines Agency (the "EMA”), the U.K. Medicines and Healthcare Products Regulatory Agency (the "MHRA"), and other foreign agencies.
Our broad product and services portfolio is supported by our engineering and research and development organization of 439 scientists, engineers, and technicians, who represented approximately 15% of our workforce as of December 31, 2024. We possess numerous product qualifications, trade secrets, and patents that support our market position and our ability to deliver next generation products and services.
Our broad product and services portfolio is supported by our engineering and research and development organization of 534 scientists, engineers, and technicians, who represented approximately 16% of our workforce as of December 31, 2025. We possess numerous product qualifications, trade secrets, and patents that support our market position and our ability to deliver next generation products and services.
Risk Factors—Legal and Regulatory Risks.” Medical Segment As of December 31, 2024, we own approximately 40 issued U.S. utility patents, 19 issued foreign utility patents (including in the European Union, China, Japan and Canada), 5 pending U.S. non-provisional utility patent applications and 4 pending foreign utility patent application in the European Union that include claims directed to products in our medical segment, including our cancer diagnostics and therapeutics QA, occupational dosimetry, medical imaging and nuclear medicine equipment products.
Risk Factors—Legal and Regulatory Risks.” Medical Segment As of December 31, 2025, we own approximately 43 issued U.S. utility patents, 36 issued foreign utility patents (including in the European Union, China, Japan and Canada), 3 pending U.S. non-provisional utility patent applications and 5 pending foreign utility patent application in the European Union that include claims directed to products in our medical segment, including our cancer diagnostics and therapeutics QA, occupational dosimetry, medical imaging and nuclear medicine equipment products.
Nuclear & Safety Segment As of December 31, 2024, we own approximately 31 issued U.S. utility patents, 21 issued foreign utility patents (including in the European Union, Canada, Russia and Japan), 2 pending U.S. non-provisional utility patent application and 4 pending foreign utility patent applications (including pending PCT patent applications) that contain claims directed to products in our Nuclear & Safety segment, including our alpha/beta counting instruments, contamination and clearance monitors, gamma spectroscopy software and detector systems, NDA and waste measurement systems, portable radiation measurement instruments, radiation monitoring systems and reactor instrumentation and controls products.
Nuclear & Safety Segment As of December 31, 2025, we own approximately 35 issued U.S. utility patents, 69 issued foreign utility patents (including in the European Union, Canada, Russia and Japan), 9 pending U.S. non-provisional utility patent application and 11 pending foreign utility patent applications (including pending PCT patent applications) that contain claims directed to products in our Nuclear & Safety segment, including our alpha/beta counting instruments, contamination and clearance monitors, gamma spectroscopy software and detector systems, NDA and waste measurement systems, portable radiation measurement instruments, radiation monitoring systems and reactor instrumentation and controls products.
Additionally, according to the World Nuclear Association, as of January 2025 there are approximately 440 NPPs operating across 31 countries (plus Taiwan) worldwide, with 65 currently being constructed and 86 additional planned and expected to be in operation within the next 15 years.
Additionally, according to the World Nuclear Association, as of January 2026 there are approximately 440 NPPs operating across 31 countries (plus Taiwan) worldwide, with 70 currently being constructed and 115 additional planned and expected to be in operation within the next 15 years.
We do not expect the expiration of any of the patents that are scheduled to expire in 2025 to have a material impact on its business. These patents include two co-owned issued U.S. patents and three co-owned issued foreign patents. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties.
We do not expect the expiration of any of the patents that are scheduled to expire in 2026 to have a material impact on its business. These patents include five co-owned issued U.S. patents and twenty-six co-owned issued foreign patents. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties.
As of December 31, 2024, our production personnel consisted of 1,721 employees, which represents approximately 60% of our total workforce. Our manufacturing activities are focused mainly on the production of the core value-add devices and components of our products, while non-core components and sub-assemblies are generally outsourced.
As of December 31, 2025, our production personnel consisted of 1,864 employees, which represents approximately 57% of our total workforce. Our manufacturing activities are focused mainly on the production of the core value-add devices and components of our products, while non-core components and sub-assemblies are generally outsourced.
We invest in our employees’ career growth and provide employees with a wide range of development opportunities, including but not limited to mentoring, product and sales training, as well as compliance training including on the topics of cybersecurity and other workplace safety training.
The professional development of our employees is critical to this success. We invest in our employees’ career growth and provide employees with a wide range of development opportunities, including but not limited to mentoring, product and sales training, as well as compliance training including on the topics of cybersecurity, artificial intelligence and other workplace safety training.
We rely on a combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology. 15 Table of Content s As of December 31, 2024, we own approximately 71 issued U.S. utility patents, 40 issued foreign utility patents (including in Canada, the European Union, Russia, China and Japan), 7 pending U.S. utility non-provisional patent applications, 8 pending foreign utility patent applications (including in the European Union and France) including pending Patent Cooperation Treaty, or PCT, patent applications.
We rely on a combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology. 14 Table of Content s As of December 31, 2025, we own approximately 78 issued U.S. utility patents, 105 issued foreign utility patents (including in Canada, the European Union, Russia, China and Japan), 12 pending U.S. utility non-provisional patent applications, 16 pending foreign utility patent applications (including in the European Union and France) including pending Patent Cooperation Treaty, or PCT, patent applications.
Our Medical and Nuclear & Safety segments are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of about 169 software engineers, 270 scientists, technicians, and other engineers, representing approximately 15% of our total workforce, as of December 31, 2024.
Our Nuclear & Safety and Medical segments are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of about 172 software engineers, 362 scientists, technicians, and other engineers, representing approximately 16% of our total workforce, as of December 31, 2025.
Similar laws and regulations may apply in foreign countries. Federal consumer protection and unfair competition laws broadly regulate marketplace activities and activities that potentially harm consumers.
Similar laws and regulations may apply in foreign countries. 16 Table of Content s Federal consumer protection and unfair competition laws broadly regulate marketplace activities and activities that potentially harm consumers.
In the U.S., these include: • Comprehensive medical, dental and vision coverage for employees and their families • A 401(k) plan with an employer match of up to 4% for eligible employees • PTO programs, including parental leave, personal sick and bereavement time off • Workplace support for families and children such as childcare benefits including dependent care assistance via employee flexible spending accounts and access to an employee assistance program • Eight hours of paid volunteer time off for eligible employees In other jurisdictions, we provide similar or other benefits adapted to local practices.
In the U.S., these include: • Comprehensive medical, dental and vision coverage for employees and their families • A 401(k) plan with an employer match of up to 4% for eligible employees • PTO programs, including parental leave, personal sick and bereavement time off • Workplace support for families and children such as childcare benefits including dependent care assistance via employee flexible spending accounts and access to an employee assistance program • Eight hours of paid volunteer time off for eligible employees In other jurisdictions, we provide similar or other benefits adapted to local practices. 17 Table of Content s Training and Development Human capital development underpins our efforts to execute our strategy and continue to design, manufacture and market innovative products and services.
The principal materials used in our manufacturing processes are commodities that are available from a variety of sources. The key metal materials used in our manufacturing processes include precious metals (such as rhodium), tungsten, copper, aluminum, magnesium products, steel, stainless steel and various alloys, which are formed into parts such as detectors, sensors, metal housings and frames, and cable assemblies.
The key metal materials used in our manufacturing processes include precious metals (such as rhodium), lead, tungsten, copper, aluminum, magnesium products, steel, stainless steel and various alloys, which are formed into parts such as detectors, sensors, metal housings and frames, and cable assemblies.
Customers span active nuclear power reactors, many of the leading nuclear reactor design firms, universities, numerous international government and supranational agencies, 23 of the 32 NATO militaries, national laboratories, environmental laboratories, research institutes, industrial companies, hospitals, cancer centers, and small office healthcare providers.
Customers span active nuclear power reactors,innovators in Small Modular Reactor (SMR) design, universities, numerous international government and supranational agencies, 23 of the 32 NATO militaries, national laboratories, environmental laboratories, research institutes, industrial companies, radiopharmaceutical drug manufacturers, hospitals, cancer centers, and small office healthcare providers.
Through these acquisitions, we have developed tools and experience across deal sourcing, modeling and integrating acquired companies. We have a business ecosystem in place to identify and act upon cost saving opportunities as well as the ability to leverage our scale platform to capture cross-selling opportunities. Seasoned management team complemented by highly skilled engineers .
Through these acquisitions, we have developed tools and experience across deal sourcing, modeling and integrating acquired companies. We have a business ecosystem in place to identify and act upon cost saving opportunities as well as the ability to leverage our scale platform to capture cross-selling opportunities. In July 2025, we acquired Certrec Corporation.
Sales to customers inside the United States and Canada accounted for approximately 47% of total revenue for fiscal 2024, with an additional 35% and 15% of total revenue accounted for by sales to customers in Europe and Asia Pacific respectively.
Sales to customers inside the United States and Canada accounted for approximately 48% of total revenue for fiscal 2025, with an additional 33% and 17% of total revenue accounted for by sales to customers in Europe and Asia Pacific respectively.
Through surveys, town halls, emails and other platforms, we hear directly from employees on what is working well, what we can do better, and how well our employees understand and are practicing our values. We mandate quarterly check-ins between employees and their managers as key human capital measures and objectives.
Through these surveys, town halls, emails and other platforms, we hear directly from employees on what is working well, what we can do better, and how well our employees understand and are practicing our values. As part of our annual employee development program, frequent check-ins occur between employees and their managers tied to key human capital measures and objectives.
We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our senior management team is complemented by an engineering and research and development organization of 439 scientists, engineers and technicians as of December 31, 2024.
We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our senior management team is complemented by an engineering and research and development organization of 534 scientists, engineers and technicians as of December 31, 2025, including the addition of approximately 150 highly skilled Paragon engineering and technician talent.
As a result, we believe that we have consistently gained market share as some of our key customers rationalize their supply chain. Furthermore, our portfolio provides Mirion with a natural opportunity to cross-sell our products and services to customers in various end markets. As a result, we have a diversified portfolio across end markets and geographies.
We further enhanced our nuclear power market offerings with the acquisitions of Certrec and Paragon Energy Solutions. As a result, we believe that we have consistently gained wallet share as some of our key customers rationalize their supply chain. Furthermore, our portfolio provides Mirion with a natural opportunity to cross-sell our products and services to customers in various end markets.
We also use lead shielding both to protect people and objects from radioactive sources that is or will be incorporated into our products, and also to protect certain detectors against the "noise" that may be created by background radiation. Environmental, Social and Governance (ESG) We are committed to sustainable and responsible operations and sound corporate governance.
We also use lead shielding both to protect people and objects from radioactive sources that is or will be incorporated into our products, and also to protect certain detectors against the “noise” that may be created by background radiation.
Privacy and Information Security Laws In the ordinary course of our business, we collect, store, use, transmit and process certain types of data, including personal information, subjecting us to privacy and information security laws in the United States and internationally, including the EU General Data Protection Regulation ("EU GDPR"), as the GDPR as incorporated into the laws of the United Kingdom ("UK GDPR" together with EU GDPR, "GDPR") the California Consumer Privacy Act of 2018 ("CCPA"), and other laws, rules and regulations designed to regulate the processing of personal information.
Privacy and Information Security Laws In the ordinary course of our business, we collect, store, use, transmit and process certain types of data, including personal information, subjecting us to privacy and information security laws in the United States and internationally, including the EU General Data Protection Regulation (“EU GDPR”), the EU AI Act Regulation 2024/1689, and other laws, rules and regulations designed to regulate the processing of personal information.
We sell products and services for use in each of these types of installations at all stages of their life cycle (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market. This market is segmented between new builds, installed base requesting upgrades/uprates/re-licensing, and decommissioning and dismantling.
We sell products and services for use in each of these types of installations at all stages of their life cycle (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market and the global NPP installed base, with new opportunities forming from innovations like SMRs.
Our suite of patient, machine, and diagnostic Quality Assurance (QA) solutions are relied on across the field of radiation oncology to mitigate errors, reduce inefficiencies, validate technologies/techniques and improve the quality of clinical cancer care. We are also an industry leader in Nuclear Medicine, providing solutions for radiopharmaceutical production, patient dosing and safe handling of these.
Our suite of patient, machine, and diagnostic Quality Assurance (QA) solutions are relied on across the field of radiation oncology to mitigate errors, reduce inefficiencies, validate technologies/techniques and improve the quality of clinical cancer care.
Our annual Mirion Connect User Meetings brings together customers from various segments to learn, exchange ideas discuss occupational challenges and network.
We also regularly host webinars, in-person seminars and user meetings to directly engage our customer base. Our annual Mirion Connect User Meetings brings together customers from various segments to learn, exchange ideas discuss occupational challenges and network.
We apply rigorous quality control processes and calibrate radiation detection devices internally, leading to high quality standards and customization capabilities. Most of our production sites are certified to production quality standards such as those of ISO 9001, the U.S. Nuclear Regulatory Commission (10 C.F.R. 50 Appendix B), the American Society of Engineers (ASME NQA-1) and ISO19443 (in France).
We apply rigorous quality control processes and calibrate radiation detection devices internally, leading to high quality standards and customization capabilities. Most of our production sites are certified to production quality standards such as those of ISO 9001, the U.S.
Our Products Nuclear & Safety Nuclear : Our radiation monitoring systems enable the safe utilization of nuclear energy in nuclear power plants, nuclear research reactors, fuel cycle facilities, nuclear marine propulsion, and other specialized industries. We provide essential products and services to NPPs throughout the entire life cycle of a plant: from construction and operation to decommissioning and decontamination.
Our Products Nuclear & Safety Nuclear Power : Our radiation monitoring systems enable the safe utilization of nuclear energy in nuclear power plants, nuclear research reactors, fuel cycle facilities, nuclear marine propulsion, and other specialized industries.
See “Part I, Item 1A. Risk Factors—Legal and Regulatory Risks—Legal compliance with import and export controls, as well as with sanctions, in the United States and other countries, is complex, and compliance restrictions and expenses could materially and adversely impact our revenue and supply chain.” Economic Sanctions United States laws and regulations implemented by the U.S.
Legal compliance with import and export controls, as well as with sanctions, in the United States and other countries, is complex, and compliance restrictions and expenses could materially and adversely impact our revenue and supply chain.
Approximately 1.3% of our workforce is covered by collective bargaining agreements. 14 Table of Content s We are committed to fostering a workplace that attracts and retains exceptional talent. We value teamwork, practicing intellectual honesty and candor.
Some of our operations are subject to union contracts, with 3 unions active in the United States as of December 31, 2025. Approximately 1.4% of our workforce is covered by collective bargaining agreements. We are committed to fostering a workplace that attracts and retains exceptional talent. We value teamwork, practicing intellectual honesty and candor.
We believe we have a leadership position in 17 of the 19 market segments we serve. In addition, we have leveraged our ionizing detection expertise to develop new applications for our core historical markets and to expand into adjacent markets through acquisitions. Broad and complementary product and service portfolio .
In addition, we have leveraged our historical ionizing detection expertise to develop new applications for our core markets and to expand into adjacent markets through acquisitions. Broad and complementary product and service portfolio . Our comprehensive product line supports virtually all radiation detection and monitoring needs throughout the medical and industrial markets.
The overall market conditions for nuclear power continue to be positive. The International Atomic Energy Agency (IAEA) raised its annual nuclear projections as countries turn to nuclear for energy security and climate action.
This market is segmented between new builds, installed base requesting upgrades/uprates/re-licensing, and decommissioning and dismantling. The overall market conditions for nuclear power continue to be positive. The International Atomic Energy Agency (IAEA) raised its annual nuclear projections, for the fifth year in a row, as countries turn to nuclear for energy security and climate action.
We believe our core dosimetry market is expected to grow primarily driven by volume increase in number of healthcare workers exposed to radiation and standard annual price increases. Additionally, with differentiated technology now available in Mirion's InstadoseVUE product line, we believe that we have the right product ecosystem to maximize opportunities across the occupational dosimetry landscape.
We believe our core dosimetry market is expected to grow primarily driven by volume increase in number of healthcare workers exposed to radiation and standard annual price increases.
Remaining performance obligations excludes maintenance-related activity and agreements that do not represent firm purchase orders. Customer agreements that contain cancellation for convenience terms are not reflected in remaining performance obligations until firm purchase orders are received. Remaining performance obligations is not a complete measure of our future business due to these customer agreements.
Remaining Performance Obligations Total remaining performance obligations represents committed but undelivered contracts and purchase orders at period end. Remaining performance obligations excludes maintenance-related activity and agreements that do not represent firm purchase orders. Customer agreements that contain cancellation for convenience terms are not reflected in remaining performance obligations until firm purchase orders are received.
We continuously monitor potential acquisitions and intend to further complement our organic growth with selective acquisitions that enhance our existing products and services, strengthen our position with existing customers and enable us to expand into new markets.
We continuously monitor potential acquisitions and intend to further complement our organic growth with selective acquisitions that enhance our existing products and services, strengthen our position with existing customers and enable us to expand into new markets. 12 Table of Content s From time to time we also divest businesses as part of a process to streamline our operations and focus our resources on certain more strategic markets.
A number of these individuals participate in international standards setting organizations and committees. We engage in research and development activities at most of our facilities worldwide.
We engage in research and development activities at most of our facilities worldwide.
Our comprehensive, independent Radiation Therapy solutions and services enhance the checks and balances that keep cancer treatment safe, effective and ever-improving. Specific solutions include linear accelerator (linac) commissioning, beam scanning, annual QA and phantoms for quality assurance. We are the global leader in Radiation Therapy QA hardware and have revolutionized quality management workflow with the SunCHECK(TM) Platform.
Specific solutions include linear accelerator (linac) commissioning, beam scanning, annual QA and phantoms for quality assurance. We are the global leader in Radiation Therapy QA hardware and have revolutionized quality management workflow with the SunCHECK(TM) Platform and continue advancements with the addition of Oncospace, providing cloud-based, AI-powered solutions for the radiation oncology community.
In many circumstances, our products are deployed in highly complex facilities and are required to operate effectively in harsh environments. Replicating our products is difficult given underlying technical specifications.
In many circumstances, our products are deployed in highly complex facilities and are required to operate effectively in harsh environments. Replicating our products is difficult given underlying technical specifications. In addition, customers generally work with incumbent suppliers to service, maintain and replace equipment over the product lifetime resulting in a natural barrier to entry.
Our marketing activities include participation in many trade shows worldwide across our defense, medical and nuclear end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize digital and direct mail campaigns. We also periodically host webinars, in-person seminars and user meetings to directly engage our customer base.
We sell through distributors in situations in which our customers prefer to purchase from a local business entity or purchase in smaller volume. Our marketing activities include participation in many trade shows worldwide across our defense, medical and nuclear end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize digital and direct mail campaigns.
In particular, our independent sales representatives are an important source of sales leads for us and augment our internal resources in remote geographies. We sell through distributors in situations in which our customers prefer to purchase from a local business entity or purchase in smaller volume.
We derive a portion of our revenue from sales of our products and services through channel partners, such as independent sales representatives and distributors. In particular, our independent sales representatives are an important source of sales leads for us and augment our internal resources in remote geographies.
As diagnostic and radiotherapeutic procedures increase, so does the associated market opportunity for Mirion products, services and software that are deployed in hospitals, clinics, and other diagnostic and treatment centers around the world. We believe the global nuclear medicine market is expected to grow primarily driven by the increase in the prevalence and incidences of cancer worldwide.
With our deep expertise in radiation measurement and safety, we partner with hospitals and cancer centers to advance safety and enhance the delivery of cancer care. 8 Table of Content s As diagnostic and radiotherapeutic procedures increase, so does the associated market opportunity for Mirion products, services and software that are deployed in hospitals, clinics, and other diagnostic and treatment centers around the world.
Our customers may experience project or funding delays or cancel orders due to factors beyond our control.
Remaining performance obligations is not a complete measure of our future business due to these customer agreements. Our customers may experience project or funding delays or cancel orders due to factors beyond our control.
For example, during 2024, recommissioning of previously dormant NPPs (Palisades, Three Mile Island) were announced in support of the rising energy demand, and we continue to see rapid developments across the Advanced Nuclear sector.
For example, during 2024 and 2025, recommissioning of previously dormant NPPs (Palisades, Three Mile Island, Duane Arnold) were announced in support of the rising energy demand, and we continue to see rapid developments across the Advanced Nuclear sector. 7 Table of Content s Our legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below.
This same trend is found in Medical in which our QA solutions are used by 80% of global cancer centers, driving recurring revenue and opportunities for cross-selling across the Medical business. Technical complexity creates high barriers to entry . Across our end markets, we design our products to meet demanding customer specifications, qualifications and regulatory requirements.
This same trend is found in Medical in which our QA solutions are used by approximately 80% of global cancer centers, driving recurring revenue and opportunities for cross-selling across the Medical business. Trusted provider across highly-regulated fields.. Our end markets, including the nuclear power, medical and defense industries, are highly regulated and require compliance with strict product specifications.
For more information about the trends that impact our business and financial results, see “Part I, Item 1A—Risk Factors—Risks Related to Our Business and Industry—Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations." 16 Table of Content s Government Regulation Environmental Regulations We use, generate, discharge and dispose of hazardous substances, chemicals and wastes at some of our facilities in connection with our activities.
For more information about the trends that impact our business and financial results, see “Part I, Item 1A—Risk Factors—Risks Related to Our Business and Industry—Our results of operations may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below expectations.” 15 Table of Content s Government Regulation Our current and contemplated activities, and the products that result from such activities, are subject to substantial government rules and regulations, both in the United States and in other countries, addressing, among other things, products approvals, manufacturing, testing, qualifications, certifications, labeling, marketing, promotion, export, import, distribution and sale, and disposal.
At the annual United Nations climate change conference (COP28), the United Nations countries launched a declaration to triple nuclear energy capacity by 2050, recognizing the key role of nuclear energy in reaching climate control objectives. Also, we expect increased demand for nuclear due to the escalated energy needs created by cloud computing and artificial intelligence data centers.
Also, we expect increased demand for nuclear due to the escalated energy needs created by cloud computing and artificial intelligence data centers.
We provide an ethics hotline supported by a Whistleblower Policy outlining information, procedures and non-retaliation guidelines for reporting suspected violations of our Code of Ethics, policies or procedures. We also publish a Human and Labor Rights Statement outlining expectations with regard to respecting the dignity of our employees and all persons involved in the Company's business.
We maintain an Anti-Bribery and Corruption Policy and conduct regular training on bribery and corruption. We provide an ethics hotline supported by a Whistleblower Policy outlining information, procedures and non-retaliation guidelines for reporting suspected violations of our Code of Ethics, policies or procedures.
Export licenses, permits or other authorizations from government export control authorities may be required depending on the product, technology, destination, end-user and end-use.
Export licenses, permits or other authorizations from government export control authorities may be required depending on the product, technology, destination, end-user and end-use. In addition, United States laws and regulations implemented by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) impose economic sanctions on certain countries, business entities and individuals.
The length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability.
This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 100 year operating life cycle of an NPP. The length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability.
Our Competitive Strengths We believe that the following competitive strengths will enable us to maintain our position and capitalize on growth opportunities in our end markets: Trusted ionizing radiation detection and measurement provider. Our end markets, including the medical, defense and nuclear industries, are highly regulated and require compliance with strict product specifications.
Our Competitive Strengths We believe that the following competitive strengths will enable us to maintain our position and capitalize on growth opportunities in our end markets: Large installed base driving recurring revenue .

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also rely on a managed detection and response service provider that helps us manage cybersecurity risks, monitors our environment, and is retained to provide incident response services. We have also engaged other third-party cybersecurity experts to conduct periodic audits and testing of our processes and systems.
Biggest changeWe also have processes to review vendor cybersecurity risk, including inspection of certain vendor certifications. We also rely on a managed detection and response service provider that helps us manage cybersecurity risks, monitors our environment, and is retained to provide incident response services. We maintain a detailed incident response plan and perform testing of the plan on a quarterly basis.
Other leaders and contributors on the cybersecurity team have experience in information assurance, digital forensics, network security, and information technology. Several members of the team hold over 15 years of cybersecurity experience and over 20 years of information technology experience, and hold cybersecurity and vendor certifications.
Other leaders and contributors on the cybersecurity team have experience in information assurance, digital forensics, network security, and information technology. Several members of the team hold over 15 years of cybersecurity experience and over 20 years of information technology experience, and have various cybersecurity and vendor certifications.
However, like other companies in our industry, we and our third-party vendors have from time to time experienced threats to and security incidents relating to information systems. For more information, please see the section entitled "Item 1A. Risk Factors—Risks Related to Our Business Operations."
However, like other companies in our industry, we and our third-party vendors have from time to time experienced threats to and security incidents relating to information systems. For more information, please see the section entitled “Item 1A. Risk Factors—Risks Related to Our Business Operations.”
ITEM 1C. CYBERSECURITY Cyber Risk Management and Strategy Under the guidance of our Chief Information Officer and Director of Enterprise Information Security, we have adopted cybersecurity risk management processes that are informed by the ISO 27000 framework and take a risk based approach to improving capabilities, addressing vulnerability, and performing detection and response activities against cyber events.
ITEM 1C. CYBERSECURITY Cyber Risk Management and Strategy Under the guidance of our Chief Information Officer and Chief Information Security Officer, we have adopted cybersecurity risk management processes that are informed by the ISO 27000 family of standards and take a risk-based approach to improving capabilities, addressing vulnerability, and performing detection and response activities against cyber events.
The Director of Enterprise Information Security provides regular updates on the cybersecurity program to key executives including the CIO and CFO. As of this filing, we have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably likely to materially affect us.
The CISO provides regular updates on the cybersecurity program to key executives including the Chief Executive Officer, CIO, Chief Financial Officer, and Chief Legal Officer. As of this filing, we have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably likely to materially affect us.
Our cybersecurity program is led by our Chief Information Officer (CIO) and Director of Enterprise Information Security. The CIO is responsible for the management of cybersecurity risks and the associated capabilities are developed and operated under the Director of Enterprise Information Security. The Director of Enterprise Information Security has a Masters degree in Information Security Engineering.
Our cybersecurity program is led by our Chief Information Officer (CIO) and Chief Information Security Officer (CISO). The CIO is responsible for the management of cybersecurity risks within our environment and key cybersecurity capabilities are developed and operated under the CISO. The CISO holds a Master's degree in Information Security Engineering.
Governance The Board has overall oversight responsibility for our risk management, and delegates its oversight of cybersecurity risk assessment and management guidelines to the Audit Committee. The Audit Committee reviews and makes recommendations to management or the Board on matters relating to cybersecurity. Management provides quarterly updates to the Audit Committee and an annual update to the Board.
The Audit Committee reviews and makes recommendations to management or the Board on matters relating to cybersecurity. Management provides quarterly updates to the Audit Committee and an annual update to the Board.
We have also implemented a process to require our employees, contractors, and consultants to complete annual cybersecurity training that is designed to raise awareness of cybersecurity threats and risks through training and simulations.
We have also implemented a process requiring our employees, contractors, and consultants to complete annual cybersecurity training that is designed to raise awareness of cybersecurity threats and risks through training and simulations. Our cybersecurity risk management functions include dedicated teams, tools, and processes focused on the reduction of vulnerability and exposures, risk management, and incident detection, investigation, and remediation.
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Our cybersecurity risk management processes also include dedicated teams, tools, and processes focused on the reduction of vulnerability and exposures, risk management, and incident detection, investigation, and remediation. We have also engaged in reviews of vendor cybersecurity risk, including through review of certain vendor certifications.
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We have also engaged other third-party cybersecurity experts to conduct periodic audits and testing of our processes and systems and maintain cybersecurity insurance. Governance The Board has overall oversight responsibility for our risk management, and delegates its oversight of cybersecurity risk assessment and management guidelines to the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Company also leases administrative offices, as well as engineering, production and warehouse space in various locations in the United States, Canada, France, Germany, Belgium, the United Kingdom, Finland, Estonia, The 31 Table of Content s Netherlands, China, Japan, and South Korea. In addition to these leased properties, we also own facilities in Belgium, France, Canada and the United States.
Biggest changeThe Company also leases administrative offices, as well as engineering, production and warehouse space in various locations in the United States, Canada, France, Germany, Belgium, the United Kingdom, Finland, Estonia, The Netherlands, China, Japan, and South Korea. In addition to these leased properties, we also own facilities in Belgium, France, Canada and the United States.
We believe that these facilities are suitable and adequate to meet our current operating needs.
We believe that these facilities are suitable and adequate to meet our current operating needs. 30 Table of Content s

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor information regarding legal proceedings and other claims in which we are involved, see Note 10, Commitments and Contingencies , in the notes to the financial statements included in this Annual Report on Form 10-K.
Biggest changeFor information regarding legal proceedings and other claims in which we are involved, see Note 11, Commitments and Contingencies , in the notes to the financial statements included in this Annual Report on Form 10-K.
In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our consolidated financial statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 Table of Content s PART II - OTHER INFORMATION
In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our consolidated financial statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 31 Table of Content s PART II - OTHER INFORMATION

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any our filings under the Securities Act or the Exchange Act. 33 Table of Content s Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings a.
Biggest changeThe graph below represents GSAH until October 20, 2021 and MIR from October 20, 2021 to December 31, 2025. 32 Table of Content s This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any our filings under the Securities Act or the Exchange Act.
Performance Graph The graph below compares the cumulative total return for our shares of Class A common stock from August 20, 2020 through December 31, 2024 with the comparable cumulative return of four indices: the S&P 500 Index (“S&P 500”), Nasdaq, the Dow Jones Technologies Average Index (“DJIA”), and the Russell 2000.
Performance Graph The graph below compares the cumulative total return for our shares of Class A common stock from August 20, 2020 through December 31, 2025 with the comparable cumulative return of four indices: the S&P 500 Index (“S&P 500”), Nasdaq, the Dow Jones Technologies Average Index (“DJIA”), and the Russell 2000.
On October 20, 2021, the business combination with GS Acquisition Holdings Corp II (“GSAH”) was consummated and GSAH was renamed Mirion Technologies, Inc. and, pursuant to the terms of the Business Combination Agreement, Mirion TopCo combined with a subsidiary of GSAH. The graph below represents GSAH until October 20, 2021 and MIR from October 20, 2021 to December 31, 2024.
On October 20, 2021, the business combination with GS Acquisition Holdings Corp II (“GSAH”) was consummated and GSAH was renamed Mirion Technologies, Inc. and, pursuant to the terms of the Business Combination Agreement, Mirion TopCo combined with a subsidiary of GSAH.
Holders As of February 18, 2025, the company had 226,035,636 shares of Class A common stock outstanding and held by 10 holders, and 6,387,385 shares of Class B common stock outstanding and held by approximately 12 holders. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.
Holders As of February 12, 2026, the company had 244,667,792 shares of Class A common stock outstanding and held by 9 holders, and 5,864,555 shares of Class B common stock outstanding and held by approximately 14 holders. Such amounts do not include DTC participants, beneficial owners holding shares through nominee names, or shares held in treasury by Mirion.
Sale of Unregistered Equity Securities None. b. Use of Proceeds from Public Offering of Common Stock None. Issuer Purchases of Equity Securities None.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings a. Sale of Unregistered Equity Securities None. b.
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Use of Proceeds from Public Offering of Common Stock On September 30, 2025, the Company completed a Public Offering of 19,906,322 shares of the Company ’ s Class A common stock at a public offering price of $21.35 per share (“September 2025 Class A Common Stock Offering”).
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The gross proceeds from the September 2025 Class A Common Stock Offering were approximately $425.0 million, net of $15.3 million of offering costs, underwriting discounts and commissions, legal and other expenses for net proceeds from the offering of $409.7 million.
Added
The September 2025 Class A Common Stock Offering was made pursuant to the Company ’ s shelf registration statement on Form S-3 (File No. 333-268445) previously filed with the SEC, which was declared effective on November 28, 2022 under the Securities Act, including the related prospectus dated November 28, 2022, as supplemented by a preliminary prospectus supplement, dated September 24, 2025, and prospectus supplement, dated September 25, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
Added
The net proceeds from the September 2025 Class A Common Stock Offering, together with the net proceeds from a convertible notes offering, were used to (i) pay the approximately $38.0 million cost of the capped call transactions entered into in conjunction with the referenced convertible notes offering, (ii) fund the $588.4 million of gross purchase consideration ($581.3 million, net of cash and net working capital adjustment) acquisition cost of all of the outstanding membership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC that was completed on December 1, 2025 and (iii) for general corporate purposes.
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Issuer Purchases of Equity Securities On December 3, 2024, the Company instituted a share repurchase program for up to $100.0 million of then-outstanding shares of its Class A common stock, as approved by the Board of Directors of the Company, which expires on November 14, 2029, and can be terminated at any time by the Company without any notice.
Added
Under the share repurchase program, the Company intends to repurchase shares from time to time through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rules 10b5-1 and 10b-18 of the Exchange Act.
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During the three months ended December 31, 2025, there were no repurchases of the Company ’ s Class A common stock under this program. ITEM 6. [RESERVED] 33 Table of Content s

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 (In millions) Medical Nuclear & Safety Corporate & Other Consolidated Income from operations $ 22.3 $ 78.9 $ (76.4) $ 24.8 Amortization 52.6 65.9 — 118.5 Depreciation 20.4 10.9 0.6 31.9 Stock-based compensation 1.1 1.8 12.7 15.6 Non-operating expenses 8.0 2.1 2.2 12.3 Other income / expense 0.2 0.2 0.1 0.5 Adjusted EBITDA $ 104.6 $ 159.8 $ (60.8) $ 203.6 Year Ended December 31, 2023 (In millions) Medical Nuclear & Safety Corporate & Other Consolidated Income from operations $ 13.0 $ 46.0 $ (80.9) $ (21.9) Amortization 54.7 76.6 — 131.3 Depreciation 20.5 10.3 0.7 31.5 Stock-based compensation 0.7 1.3 19.9 21.9 Non-operating expenses 8.6 1.1 8.5 18.2 Other income / expense — 0.1 (0.4) (0.3) Adjusted EBITDA $ 97.5 $ 135.4 $ (52.2) $ 180.7 Year Ended December 31, 2022 (In millions) Medical Nuclear & Safety Corporate & Other Consolidated Income from operations $ (98.9) $ (103.1) $ (95.8) $ (297.8) Amortization 64.3 81.5 — 145.8 Depreciation 18.1 9.6 1.0 28.7 Cost of revenues impact from inventory valuation purchase accounting 0.9 5.4 — 6.3 Stock-based compensation 0.6 1.0 30.2 31.8 Goodwill impairment 87.3 124.5 — 211.8 Other impairments — 2.5 4.5 7.0 Non-operating expenses 14.6 2.6 13.8 31.0 Other income / expense — — 0.1 0.1 Adjusted EBITDA $ 86.9 $ 124.0 $ (46.2) $ 164.7 Our Business Segments We manage and report our business in two business segments: Medical and Nuclear & Safety.
Biggest changeYear Ended December 31, 2025 (In millions) Nuclear & Safety Medical Corporate & Other Consolidated Income (loss) from operations $ 101.1 $ 46.9 $ (96.5) $ 51.5 Amortization 57.1 45.3 — 102.4 Depreciation 14.5 20.2 0.9 35.6 Stock-based compensation 2.4 1.8 11.0 15.2 Non-operating expenses 2.1 3.1 18.3 23.5 Other income / expense 0.5 (1.0) 0.2 (0.3) Adjusted EBITDA $ 177.7 $ 116.3 $ (66.1) $ 227.9 Year Ended December 31, 2024 (In millions) Nuclear & Safety Medical Corporate & Other Consolidated Income (loss) from operations $ 78.9 $ 22.3 $ (76.4) $ 24.8 Amortization 65.9 52.6 — 118.5 Depreciation 10.9 20.4 0.6 31.9 Stock-based compensation 1.8 1.1 12.7 15.6 Non-operating expenses 2.1 8.0 2.2 12.3 Other income / expense 0.2 0.2 0.1 0.5 Adjusted EBITDA $ 159.8 $ 104.6 $ (60.8) $ 203.6 Year Ended December 31, 2023 (In millions) Nuclear & Safety Medical Corporate & Other Consolidated Income (loss) from operations $ 46.0 $ 13.0 $ (80.9) $ (21.9) Amortization 76.6 54.7 — 131.3 Depreciation 10.3 20.5 0.7 31.5 Stock-based compensation 1.3 0.7 19.9 21.9 Non-operating expenses 1.1 8.6 8.5 18.2 Other income / expense 0.1 — (0.4) (0.3) Adjusted EBITDA $ 135.4 $ 97.5 $ (52.2) $ 180.7 Our Business Segments We manage and report our business in two business segments: Nuclear & Safety and Medical.
Overview We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and space exploration.
Overview We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the nuclear, medical and defense markets, as well as laboratories, scientific research, analysis, and space exploration.
The following key factors affecting our performance have included, and we anticipate they will continue to affect our future results: • Nuclear end market trends —Growth and operating results in our Nuclear & Safety segment are impacted by: • Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities.
The following key factors affecting our performance have included, and we anticipate they will continue to affect our future results: • Nuclear power end market trends —Growth and operating results in our Nuclear & Safety segment are impacted by: • Our products are installed at the vast majority of addressable active nuclear power reactors globally, creating full lifecycle sales opportunities.
See “Business segments” and “Corporate and other” below for further details. Interest expense, net Interest expense, net, was $51.3 million for the year ended December 31, 2024 and $57.1 million for the year ended December 31, 2023. The decrease in interest expense was due to the $127.3 million early debt repayment using proceeds from the $150.0 million T.
See “Business segments” and “Corporate and other” below for further details. Interest expense Interest expense, net, was $51.3 million for the year ended December 31, 2024 and $57.1 million for the year ended December 31, 2023. The decrease in interest expense was due to the $127.3 million early debt repayment using proceeds from the $150.0 million T.
Foreign currency loss (gain), net We recorded a loss of $2.2 million for the year ended December 31, 2024 and a gain of $0.3 million for the year ended December 31, 2023 from foreign currency exchange. The change in net foreign currency loss is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
Foreign currency (gain) loss, net We recorded a loss of $2.2 million for the year ended December 31, 2024 and a gain of $0.3 million for the year ended December 31, 2023 from foreign currency exchange. The change in net foreign currency loss is due primarily to fluctuations in European local currencies in relation to the U.S. dollar.
As one example, sanctions by the United States, the European Union, and other countries against Russian entities or individuals related to the Russia-Ukraine conflict, along with any Russian retaliatory measures could increase our costs, adversely affect our operations, or impact our ability to meet existing contractual obligations. • Strategic transactions —A large driver of our historical growth has been the acquisition and integration of related businesses.
As one example, sanctions by the United States, the European Union, and other countries against Russian entities or individuals related to the Russia-Ukraine conflict, along with any Russian retaliatory measures could increase our costs, adversely affect out operations, or impact our ability to meet existing contractual obligations. • Strategic transactions —A large driver of our historical growth has been the acquisition and integration of related businesses.
Nuclear & Safety (Dollars in millions) December 31, 2024 December 31, 2023 $ Change % Change Revenues $ 561.1 $ 516.4 $ 44.7 8.7 % Income (loss) from operations $ 78.9 $ 46.0 $ 32.9 71.7 % Income (loss) from operations as a % of revenues 14.1 % 8.9 % Nuclear & Safety segment revenues were $561.1 million for year ended December 31, 2024 and $516.4 million for the year ended December 31, 2023, representing an increase of $44.7 million.
Nuclear & Safety (Dollars in millions) December 31, 2024 December 31, 2023 $ Change % Change Revenues $ 561.1 $ 516.4 $ 44.7 8.7 % Income (loss) from operations $ 78.9 $ 46.0 $ 32.9 71.5 % Income (loss) from operations as a % of revenues 14.1 % 8.9 % Nuclear & Safety segment revenues were $561.1 million for year ended December 31, 2024 and $516.4 million for the year ended December 31, 2023, representing an increase of $44.7 million.
This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 80 year operating life cycle of an NPP; • The emerging megatrends surrounding the power demands of data centers, cloud computing, and artificial intelligence that can be served by Nuclear; • Increased government and industry acceptance of Nuclear as a) a clean energy source, and b) a viable option for domestic energy production in efforts to rely less on international imports; and 35 Table of Content s • Decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base. • Medical end market trends —Growth and operating results in our Medical segment are impacted by: • Medical radiation therapy quality assurance (“RT QA”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies; • Changes to global regulatory standards, including new or expanded standards; • Increased focus on healthcare safety; • Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics; • Changes to healthcare reimbursement; and • Potential budget constraints in hospitals and other healthcare providers. • Nuclear new build projects —A portion of our remaining performance obligations is driven by contracts associated with the construction of new nuclear power plants.
This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 100 year operating life cycle of an NPP; • The emerging megatrends surrounding the power demands of data centers, cloud computing, and artificial intelligence that can be served by Nuclear; • Increased government and industry acceptance of Nuclear as a) a clean energy source, and b) a viable option for domestic energy production in efforts to rely less on international imports; and 34 Table of Content s • Decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base. • Medical end market trends —Growth and operating results in our Medical segment are impacted by: • Medical radiation therapy quality assurance (“RT QA”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies; • Changes to global regulatory standards, including new or expanded standards; • Increased focus on healthcare safety; • Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics; • Changes to healthcare reimbursement; and • Potential budget constraints in hospitals and other healthcare providers. • Nuclear new build projects —A portion of our remaining performance obligations is driven by contracts associated with the construction of new nuclear power plants.
Segment (loss) income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below.
Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below.
The decrease versus the comparable period was predominantly driven by a decrease in stock-based compensation expense of $7.3 million (see Note 14, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), and a $3.8 million reduction in mergers and acquisitions costs, offset by an increase of $3.1 million in compensation expenses, $1.5 million in informational technology systems implementation costs, and $3.0 million in professional services related to the establishment of our global procurement office.
The decrease versus the comparable period was predominantly driven by a decrease in stock-based compensation expense of $7.3 million (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K), and a $3.8 million reduction in mergers and acquisitions costs, offset by an increase of $3.1 million in compensation expenses, $1.5 million in informational technology systems implementation costs, and $3.0 million in professional services related to the establishment of our global procurement office.
Further, the timing of these products can move and be challenging to predict. 36 Table of Content s • Financial risks —Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities. • Global risk, including tariffs— Our business depends in part on operations and sales outside the United States.
Further, the timing of these products can move and be challenging to predict. • Financial risks —Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in interest rates, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities. 35 Table of Content s • Global risk, including tariffs— Our business depends in part on operations and sales outside the United States.
Dollar borrowings under the Credit Agreement with an interest rate based on SOFR (including, solely with respect to currently outstanding term loans, a customary spread adjustment of 0.11448%, 0.26161%, and 0.42826% for borrowing with interest periods of 1, 3, and 6 months, respectively) and related SOFR-based mechanics. 51 Table of Content s The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default.
Dollar borrowings under the Credit Agreement with an interest rate based on SOFR (including, solely with respect to currently outstanding term loans, a customary spread adjustment of 0.11448%, 0.26161%, and 0.42826% for borrowing with interest periods of 1, 3, and 6 months, respectively) and related SOFR-based mechanics. 48 Table of Content s The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default.
The increase is primarily driven from price increases and volume growth. Income from operations was $78.9 million for the year ended December 31, 2024 and loss from operations was $46.0 million for the year ended December 31, 2023.
The increase is primarily driven from price increases and volume growth. Income from operations was $78.9 million for the year ended December 31, 2024 and $46.0 million for the year ended December 31, 2023.
For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 17, Segment Information , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 50 Table of Content s Liquidity and Capital Resources Overview of Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.
For reconciliations of segment operating income and corporate and other costs to our consolidated results, see Note 17, Segment Information , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 47 Table of Content s Liquidity and Capital Resources Overview of Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.
See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 17, Fair Value Measurements , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Income taxes The effective income tax rate was (7.9)% and 6.3% for the year ended December 31, 2024 and December 31, 2023, respectively.
See Note 1, Nature of Business and Summary of Significant Accounting Policies, and Note 18, Fair Value Measurements , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Income taxes The effective income tax rate was (7.9)% and 6.3% for the year ended December 31, 2024 and December 31, 2023, respectively.
New Accounting Standards See Note 1, Nature of Business and Summary of Significant Accounting Policies , included elsewhere in this Annual Report on Form 10-K for a full description of any recent accounting pronouncements, including the respective expected dates of adoption and expected effects on our results of operations and financial condition. 58 Table of Content s
New Accounting Standards See Note 1, Nature of Business and Summary of Significant Accounting Policies , included elsewhere in this Annual Report on Form 10-K for a full description of any recent accounting pronouncements, including the respective expected dates of adoption and expected effects on our results of operations and financial condition. 57 Table of Content s
Expected timing of the satisfaction of performance obligations in our longer term projects can fluctuate due to changes such as procurement timing of specialized materials, engineering design changes, and changes in required technical work as determined in quality control testing. The remaining performance obligations for all open contracts as of December 31, 2024 include assembly, delivery, installation, and trainings.
Expected timing of the satisfaction of performance obligations in our longer term projects can fluctuate due to changes such as procurement timing of specialized materials, engineering design changes, and changes in required technical work as determined in quality control testing. The remaining performance obligations for all open contracts as of December 31, 2025 include assembly, delivery, installation, and trainings.
However, there were no significant changes in estimated contract costs for the years ended December 31, 2024, 2023, or 2022. Service revenues (service-type warranty, post contract support, installation, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously.
However, there were no significant changes in estimated contract costs for the years ended December 31, 2025, 2024, or 2023. Service revenues (service-type warranty, post contract support, installation, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously.
Gains of $1.0 million were recognized in income through interest expense and reclassified from OCI during the same periods. The cross-currency rate swaps are derivative financial instruments that have been designated and qualify as hedges of net investments in our foreign operations.
Gains of $0.7 million were recognized in income through interest expense and reclassified from OCI during the same periods. The cross-currency rate swaps are derivative financial instruments that have been designated and qualify as hedges of net investments in our foreign operations.
Disaggregation of Revenues A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition, product category and market category is provided in Note 16, Segment Information . Accounting for Income Taxes The Company accounts for income taxes and the related accounts under the asset and liability method.
Disaggregation of Revenues A disaggregation of the Company’s revenues by segment, geographic region, timing of revenue recognition, product category and market category is provided in Note 17, Segment Information . Accounting for Income Taxes The Company accounts for income taxes and the related accounts under the asset and liability method.
The changes in the fair values of the cash flow hedge are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our 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 the cash flow hedges are recorded in accumulated other comprehensive loss (“AOCL”) and are reclassified into the line item in our Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.
On May 22, 2024, the Company entered into Amendment No.3 (the “Amendment”) to the Credit Agreement. The Amendment reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced).
On May 22, 2024, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Credit Agreement. Amendment No. 3 reduced the applicable margin rate on the term loans from 2.75% to 2.25% and reduced the credit spread based upon rate term to 0%, with other terms and conditions remaining consistent (effectively the existing loan was refinanced).
For more information, see Note 8, Borrowing s, and Note 18, Derivatives and Hedging , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
For more information, see Note 8, Borrowing s, and Note 19, Derivatives and Hedging , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
The overall decrease in net loss is primarily driven by increased revenues in both Medical and Nuclear & Safety segments, decreased amortization expense in the current year, lower selling, general and administrative costs associated with reduced 42 Table of Content s stock-based compensation expense, lower net interest expense of $5.8 million, and a $19.5 million change in the loss from fair value of warrant liabilities.
The overall decrease in net loss is primarily driven by increased revenues in both Medical and Nuclear & Safety segments, decreased amortization expense in the current year, lower selling, general and administrative costs associated with reduced stock-based compensation expense, lower net interest expense of $5.8 million, and a $19.5 million change in the loss from fair value of warrant liabilities.
We use the non-GAAP financial measures “EBITDA,” “EBITA,” and “Adjusted EBITDA." "Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8 Borrowings. See the “Quarterly Results of Operations” sections below for definitions of our non-GAAP financial measures and reconciliation to their most directly comparable GAAP measures.
We use the non-GAAP financial measures “EBITA,” “EBITDA,” and “Adjusted EBITDA.” “Adjusted EBITDA" is used in the calculation of the First Lien Net Leverage Ratio in the 2021 Credit Agreement described in Note 8, Borrowings. See the “Results of Operations” sections below for definitions of our non-GAAP financial measures and reconciliation to their most directly comparable GAAP measures.
Partially offsetting the increase in Medical segment revenues period over period were reduced revenues from China and Russia orders compared to the prior year and reduced revenues from the disposal of the Rehab business in the prior year (see Note 2, Business Combinations, Acquisitions, and Business Disposals, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
Partially offsetting the increase in Medical segment revenues period over period were reduced revenues from China and Russia orders compared to the prior year and reduced revenues from the disposal of the Rehab business in the 44 Table of Content s prior year (see Note 2, Business Combinations, Acquisitions, and Business Disposals, to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
The relief from royalty method was used to determine the fair value of developed technology and trade name. The valuation models were based on estimates of future operating projections of the 55 Table of Content s acquired business and rights to sell products as well as judgments on the discount rates used and other variables.
The relief from royalty method was used to determine the fair value of developed technology and trade name. The valuation models were based on estimates of future operating projections of the acquired business and rights to sell products as well as judgments on the discount rates used and other variables.
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 LIBOR (with customary fallback provisions described below) for borrowings in U.S. dollars, a floating rate formula based on EURIBOR for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing.
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 London interbank offered rate (“LIBOR”) (with customary fallback provisions described below) for borrowings in U.S. dollars, a floating rate formula based on EURIBOR for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the 2021 Credit Agreement with respect to the applicable type of borrowing.
For dosimetry and analytical services, many customers pay for 57 Table of Content s these measuring and monitoring services in advance and these amounts are recorded as deferred contract revenue in the consolidated balance sheets, net of a reserve for estimated cancellations.
For dosimetry and analytical services, many customers pay for these measuring and monitoring services in advance and these amounts are recorded as deferred contract revenue in the consolidated balance sheets, net of a reserve for estimated cancellations.
Mirion IntermediateCo, Inc. was in compliance with all debt covenants on December 31, 2024 and December 31, 2023. Term Loan - The term loan has a seven-year term (expiring October 2028) and bears interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%.
Mirion IntermediateCo, Inc. was in compliance with all debt covenants on December 31, 2025 and December 31, 2024. Term Loan - The term loan initially had a seven-year term (expiring October 2028) and bore interest at the greater of LIBOR (through June 30, 2023) / SOFR (subsequent to June 30, 2023 through May 21, 2024) or 0.50%, plus 2.75%.
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 Gain (Loss) Recognized in AOCL As of Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 December 31, 2024 December 31, 2023 Cross-currency rate swaps € 238.8 € 238.8 $ 15.2 $ (10.4) $ (12.9) Total € 238.8 € 238.8 $ 15.2 $ (10.4) $ (12.9) For more discussion of the hedges of net investments, see Note 17, Fair Value Measurement, and Note 18, Derivatives and Hedging , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
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 Gain (Loss) Recognized in AOCL As of Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 December 31, 2025 December 31, 2024 Cross-currency rate swaps € 238.8 € 238.8 $ (32.4) $ 15.2 $ (10.4) Total € 238.8 € 238.8 $ (32.4) $ 15.2 $ (10.4) For more discussion of the hedges of net investments and cash flows, see Note 18, Fair Value Measurement, and Note 19, Derivatives and Hedging , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Offsetting these items was a $1.2 million gain on the disposal of Rehab business.
Offsetting these items was a $1.2 million gain on the disposals of Rehab business.
We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Nuclear & Safety segment. As of December 31, 2024, the Company has approximately $7.1 million in net contract assets and accounts receivable for Russian customers and channel partners.
We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Nuclear & Safety segment. As of December 31, 2025, the Company has approximately $15.8 million in net contract assets and accounts receivable for Russian customers and channel partners.
The customer relationships definite lived intangible assets are amortized using the double declining balance method with estimated useful lives ranging from 6 to 13 years, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 5 to 16 years for developed technology and 1 to 10 years for trade names and other.
The customer relationships definite lived intangible assets are amortized either using the double declining balance method or on a straight-line basis, with estimated useful lives ranging from 6 to 13 years, while all other definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 5 to 16 years for developed 54 Table of Content s technology and 1 to 10 years for trade names and other.
Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $17.9 million and $16.7 million as of December 31, 2024, and December 31, 2023, respectively. The amount available on the revolver as of December 31, 2024, and December 31, 2023 was approximately $72.1 million and $73.3 million, respectively.
Additionally, the Company has standby letters of credit issued under its 2021 Credit Agreement that reduce the availability under the revolver of $15.7 million and $17.9 million as of December 31, 2025, and December 31, 2024, respectively. The amount available on the revolver as of December 31, 2025, and December 31, 2024 was approximately $159.3 million and $72.1 million, respectively.
Deferred revenue expected to be realized in excess of 12 months was $3.0 million and $2.9 million as of December 31, 2024 and 2023, respectively, and is included in Other Liabilities in the Consolidated Balance Sheet.
Deferred revenue expected to be realized in excess of 12 months was $2.2 million and $3.0 million as of December 31, 2025 and 2024, respectively, and is included in Other Liabilities in the Consolidated Balance Sheets.
The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $811.9 million and $857.1 million as of December 31, 2024 and December 31, 2023, respectively.
The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts was approximately $1,104.3 million and $811.9 million as of December 31, 2025 and December 31, 2024, respectively.
For more information on our lease commitments, see Note 9, Leased Assets , of the Consolidated Financial Statements and for other commitments and contingencies, see Note 10, Commitments and Contingencies to the Consolidated Financial Statements, included elsewhere in this Annual Report on Form 10-K.
For information on our lease commitments and other commitments and contingencies, see Note 10, Leased Assets , and Note 11, Commitments and Contingencies , respectively, to the Consolidated Financial Statements, included elsewhere in this Annual Report on Form 10-K.
(4) Pre-tax non-operating expenses of $17.1 million for the year ended December 31, 2023, include a $5.9 million loss on disposal of Rehab business, net of gain on lease termination, $4.2 million related to mergers and acquisition expenses, $1.8 million of information technology system set-up costs to support public company requirements, $1.7 million in costs for one time set-up and integration for operational initiatives, $1.6 million of restructuring costs, $1.0 million secondary offering fees incurred pursuant to our registration rights agreement in connection with offerings by one of our former investors, and.$0.8 million related to incremental one-time costs associated with becoming a public company.
(4) Pre-tax non-operating expenses of $17.1 million for the year ended December 31, 2023, include a $5.9 million loss on disposal of Rehab business, net of gain on lease termination, $4.2 million related to mergers and acquisition expenses, $1.8 million of information technology system set-up costs to support public company requirements, $1.7 million in costs for one time set-up and integration for operational initiatives, $1.6 million of restructuring costs, $1.0 million secondary offering fees incurred pursuant to our registration rights agreement in connection with offerings by one of our former investors, and $0.8 million related to incremental one-time costs associated with becoming a public company. 37 Table of Content s The following tables present reconciliations of non-GAAP Adjusted EBITDA by segment for the years ended December 31, 2025, December 31, 2024, and December 31, 2023.
Income (loss) from operations Income (loss) from operations were $24.8 million and $(21.9) million and 2023, respectively, representing an increase of $46.7 million. On a segment basis, income from operations in the Medical segment were $22.3 million and $13.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $9.3 million.
On a segment basis, income from operations in the Medical segment were $22.3 million and $13.0 million for the year ended December 31, 2024 and 2023, respectively, representing an increase of $9.3 million.
Tax impacts for the non-GAAP financial measures are calculated based on the appropriate tax rate for each individual item presented. 37 Table of Content s The following tables present a reconciliation of certain non-GAAP financial measures for the years ended December 31, 2024, December 31, 2023, and December 31, 2022.
Tax impacts for the non-GAAP financial measures are calculated based on the appropriate tax rate for each individual item presented. 36 Table of Content s The following table presents a reconciliation of certain non-GAAP financial measures for the years ended December 31, 2025, December 31, 2024, and December 31, 2023.
Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023 (Dollars in millions) Year Ended December 31, 2024 Year Ended December 31, 2023 $ Change % Change Revenues $ 860.8 $ 800.9 $ 59.9 7.5 % Cost of revenues 461.1 444.5 16.6 3.7 % Gross profit 399.7 356.4 43.3 12.1 % Selling, general and administrative expenses 341.1 340.1 1.0 0.3 % Research and development 35.0 31.7 3.3 10.4 % (Gain) loss on disposal of business (1.2) 6.5 (7.7) (118.5) % Income (loss) from operations 24.8 (21.9) 46.7 (213.2) % Interest expense, net 51.3 57.1 (5.8) (10.2) % Loss on debt extinguishment — 2.6 (2.6) (100.0) % Foreign currency loss/(gain), net 2.2 (0.3) 2.5 (833.3) % Increase in fair value of warrant liabilities 5.3 24.8 (19.5) (78.6) % Other income, net (0.1) (0.8) 0.7 (87.5) % Loss before benefit from income taxes (33.9) (105.3) 71.4 (67.8) % Loss (benefit) from income taxes 2.7 (6.6) 9.3 (140.9) % Net loss (36.6) (98.7) 62.1 (62.9) % Loss attributable to noncontrolling interests (0.5) (1.8) 1.3 (72.2) % Net loss attributable to stockholders $ (36.1) $ (96.9) $ 60.8 (62.7) % Overview Revenues for the year ended December 31, 2024 were $860.8 million resulting in an increase of $59.9 million, or 7.5%, from the prior year.
The increase versus the comparable period was predominantly driven by one-time mergers and acquisition advisor expenses of $15.7 million and increased compensation costs of $6.2 million, partially offset by decreased stock compensation costs of $1.7 million (predominantly from lower incentive compensation) and other general corporate expenses. 43 Table of Content s For the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 (Dollars in millions) Year Ended December 31, 2024 Year Ended December 31, 2023 $ Change % Change Revenues $ 860.8 $ 800.9 $ 59.9 7.5 % Cost of revenues 461.1 444.5 16.6 3.7 % Gross profit 399.7 356.4 43.3 12.1 % Selling, general and administrative expenses 341.1 340.1 1.0 0.3 % Research and development 35.0 31.7 3.3 10.4 % (Gain) loss on disposal of business (1.2) 6.5 (7.7) (118.5) % Income (loss) from operations 24.8 (21.9) 46.7 (213.2) % Interest expense, net 51.3 57.1 (5.8) (10.2) % Loss on debt extinguishment — 2.6 (2.6) (100.0) % Foreign currency (gain)/loss, net 2.2 (0.3) 2.5 (833.3) % Increase in fair value of warrant liabilities 5.3 24.8 (19.5) (78.6) % Other income, net (0.1) (0.8) 0.7 (87.5) % Loss before benefit from income taxes (33.9) (105.3) 71.4 (67.8) % Income tax expense (benefit) 2.7 (6.6) 9.3 (140.9) % Net loss (36.6) (98.7) 62.1 (62.9) % Loss attributable to noncontrolling interests (0.5) (1.8) 1.3 (72.2) % Net loss attributable to stockholders $ (36.1) $ (96.9) $ 60.8 (62.7) % Overview Revenues for the year ended December 31, 2024 were $860.8 million resulting in an increase of $59.9 million, or 7.5%, from the prior year.
Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise.
Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are asserting indefinite reinvestment of cash for certain non-U.S. subsidiaries. The Company has alternative repatriation options other than dividends should the need arise. The 2021 Credit Agreement provides for up to $175.0 million of revolving borrowings.
The lower SG&A expenses of $0.7 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K) and lower costs for mergers and acquisitions, partially offset by increased compensation costs, higher costs associated with information technology systems implementations and additional professional services associated with our global procurement office establishment. 43 Table of Content s Research and development Research and development (“R&D”) expenses were $35.0 million for the year ended December 31, 2024 and $31.7 million for the year ended December 31, 2023, resulting in a increase of $3.3 million.
The higher SG&A expenses of $0.7 million were driven by a decrease in stock-based compensation expense under the 2021 Omnibus Incentive Plan and Profit Interests (see Note 15, Stock-Based Compensation, to the Consolidated Financial Statements included elsewhere this Annual Report on Form 10-K) and lower costs for mergers and acquisitions, partially offset by increased compensation costs, higher costs associated with information technology systems implementations and additional professional services associated with our global procurement office establishment.
Year ended December 31, 2023 as compared to year ended December 31, 2022 Net Cash Provided by Operating Activities Operating activities provided net cash of as compared to net cash provided of $95.2 million for the year ended December 31, 2023, as compared to net cash provided of $39.4 million for the year ended December 31, 2022.
Year ended December 31, 2024 as compared to year ended December 31, 2023 Net Cash Provided by Operating Activities Operating activities provided net cash of $99.1 million for the year ended December 31, 2024, as compared to net cash provided of $95.2 million for the year ended December 31, 2023.
(Gain) loss on disposal of business (Gain) loss on disposal of business were $(1.2) million and $6.5 million for the year ended December 31, 2024 and 2023, respectively, related to the sale of the Rehab business. See discussion in " Recent Developments—Biodex Rehab Sale" for further details.
(Gain) loss on disposal of business (Gain) loss on disposal of business were $(1.2) million and $6.5 million for the year ended December 31, 2024 and 2023, respectively, related to the sale of the Rehab business.
Corporate and other Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., Business Combination transaction expenses, merger and acquisition activities, restructuring and other initiatives).
Corporate and other Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives.
Research and development Research and development (“R&D”) expenses were $31.7 million for the year ended December 31, 2023 and $30.3 million for the year ended December 31, 2022, resulting in a increase of $1.4 million.
Research and development Research and development (“R&D”) expenses were $35.0 million for the year ended December 31, 2024 and $31.7 million for the year ended December 31, 2023, resulting in a increase of $3.3 million.
In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise. • International Conflicts such as the Russia-Ukraine conflict and conflict in the Middle East —International conflicts such as the Russia-Ukraine conflict which has impacted and may continue to impact us, and conflict in the Middle East which may impact us in the future including through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure, including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects. • Inflation and Interest Rates— We continue to actively monitor, evaluate and respond to developments relating to operational challenges in the current inflationary environment.
In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise. • Geopolitical and Trade Conditions —Geopolitical and trade conditions, including related to matters affecting Russia, the relationships between the United States and China, and conflict in the Middle East and risks related to tariffs and global trade relations, export controls and other trade barriers have impacted and may continue to impact us, through increased inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure. including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects. • Inflation and Interest Rates— We continue to actively monitor, evaluate and respond to developments relating to operational challenges in the current inflationary environment.
Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies.
Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies.
We manage and report results of operations in two business segments: Medical and Nuclear & Safety. • Our revenues were $860.8 million for the year ended December 31, 2024, of which 34.8% and 65.2% were generated in the Medical segment and the Nuclear & Safety segment, respectively.
Revenues were $860.8 million for the year ended December 31, 2024, of which 65.2% and 34.8% were generated in the Nuclear & Safety and the Medical segment, respectively.
Under the share repurchase program, we intend to repurchase shares through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.
Under the share repurchase program, we intend to repurchase shares through open market purchases, privately negotiated transactions, block purchases and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. We have repurchased 1.2 million shares under this program as of December 31, 2025 for $18.6 million.
These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications.
These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications.
The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCL into earnings. During the year ended December 31, 2024, the new interest rate swap resulted in gains of $0.2 million recognized in other comprehensive income ("OCI"), respectively.
The changes in the fair values of hedges that are determined to be ineffective 51 Table of Content s are immediately reclassified from AOCL into earnings. During the year ended December 31, 2025, the interest rate swap resulted in a loss of $0.4 million recognized in other comprehensive income ("OCI").
Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States. Additional potential issues are associated with the impact of these same risks on our suppliers and customers.
Risks related to those international operations and sales include new foreign investment laws, new export/import regulations, global trade relations and additional trade restrictions (such as tariffs, sanctions, and embargoes). New laws that favor local competitors could prevent our ability to compete outside the United States.
Cash Flows (In millions) Fiscal Year Ended December 31, 2024 Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 31, 2022 Net cash provided by (used in) operating activities $ 99.1 $ 95.2 $ 39.4 Net cash used in investing activities $ (43.7) $ (64.7) $ (39.5) Net cash (used in) provided by financing activities $ (3.3) $ 22.6 $ (7.0) 53 Table of Content s Year ended December 31, 2024 as compared to year ended December 31, 2023 Net Cash Provided by Operating Activities Operating activities provided net cash of $99.1 million for the year ended December 31, 2024, as compared to net cash provided of $95.2 million for the year ended December 31, 2023.
Cash Flows (In millions) Fiscal Year Ended December 31, 2025 Fiscal Year Ended December 31, 2024 Fiscal Year Ended December 31, 2023 Net cash provided by operating activities $ 143.3 $ 99.1 $ 95.2 Net cash used in investing activities $ (694.6) $ (43.7) $ (64.7) Net cash provided by (used in) financing activities $ 775.9 $ (3.3) $ 22.6 Year ended December 31, 2025 as compared to year ended December 31, 2024 Net Cash Provided by Operating Activities Operating activities provided net cash of $143.3 million for the year ended December 31, 2025, as compared to net cash provided of $99.1 million for the year ended December 31, 2024.
As of December 31, 2024, the Company expects to recognize approximately 54%, 19%, 8%, and 19% of the remaining performance obligations as revenue during the fiscal years 2025, 2026, 2027 and 2028, respectively.
As of December 31, 2025, the Company expects to recognize approximately 49%, 20%, 9%, and 6% of the remaining performance obligations as revenue during the fiscal years 2026, 2027, 2028 and 2029, respectively.
Revenues were $717.8 million for the year ended December 31, 2022, of which 37.9% and 62.1% were generated in the Medical segment and the Nuclear & Safety segment, respectively. • Remaining performance obligations (representing committed but undelivered contracts and purchase orders) was $811.9 million and $857.1 million as of December 31, 2024, and December 31, 2023, respectively.
Revenues were $800.9 million for the year ended December 31, 2023, of which 64.5% and 35.5% were generated in the Nuclear & Safety segment and the Medical segment, respectively. • Remaining performance obligations (representing committed but undelivered contracts and purchase orders) were $1,104.3 million and $811.9 million as of December 31, 2025, and December 31, 2024, respectively.
Corporate and other costs were $80.9 million for the year ended December 31, 2023 and $95.8 million for the year ended December 31, 2022, which represents a decrease of $14.9 million.
Corporate and other Corporate and other costs were $76.4 million for the year ended December 31, 2024 and $80.9 million for the year ended December 31, 2023, which represents a decrease of $4.5 million.
At December 31, 2024 and December 31, 2023, we had $175.6 million and $128.8 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $131.9 million and $105.4 million, respectively, primarily in Europe and Canada.
At December 31, 2025 and December 31, 2024, we had $412.3 million and $175.2 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $205.7 million and $131.9 million, respectively, primarily in Europe and Canada.
Foreign currency (gain) loss, net We recorded a gain of $0.3 million for the year ended December 31, 2023 and a loss of $4.9 million for the year ended December 31, 2022 from foreign currency exchange.
Foreign currency loss (gain), net We recorded a gain of $17.4 million for the year ended December 31, 2025 and a loss of $2.2 million for the year ended December 31, 2024 from foreign currency exchange.
Medical (Dollars in millions) December 31, 2024 December 31, 2023 $ Change % Change Revenues $ 299.7 $ 284.5 $ 15.2 5.3 % Income (loss) from operations $ 22.3 $ 13.0 $ 9.3 71.5 % Income (loss) from operations as a % of revenues 7.4 % 4.6 % Medical segment revenues were $299.7 million for the year ended December 31, 2024 and $284.5 million for the year ended December 31, 2023, which is an increase of $15.2 million.
Medical (Dollars in millions) December 31, 2025 December 31, 2024 $ Change % Change Revenues $ 310.8 $ 299.7 $ 11.1 3.7 % Income from operations $ 46.9 $ 22.3 $ 24.6 110.3 % Income from operations as a % of revenues 15.1 % 7.4 % Medical segment revenues were $310.8 million for the year ended December 31, 2025 and $299.7 million for the year ended December 31, 2024, which is an increase of $11.1 million.
Net Cash Used in Investing Activities Net cash used in investing activities was $64.7 million for the year ended December 31, 2023 as compared to used net cash of $39.5 million for the year ended December 31, 2022.
Net Cash Used in Investing Activities Net cash used in investing activities was $694.6 million for the year ended December 31, 2025 as compared to net cash used of $43.7 million for the year ended December 31, 2024.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures.
Critical Accounting Policies and Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures.
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $90.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on October 20, 2028 and the revolving facility is scheduled to expire and mature on October 20, 2026.
The 2021 Credit Agreement provides for an $830.0 million senior secured first lien term loan facility and a $175.0 million senior secured revolving facility (collectively, the “Credit Facilities”). The term loan facility is scheduled to mature on June 5, 2032 and the revolving facility is scheduled to expire and mature on March 21, 2030 (subject to other terms and conditions).
Changes in our intentions regarding reinvestment of such earnings could impact our income tax provision, cash taxes paid and effective tax rate; and • The OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) for multinational enterprises with annual global revenues exceeding €750 million.
Changes in our intentions regarding reinvestment of such earnings could impact our income tax provision, cash taxes paid and effective tax rate; and • The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) and many countries have incorporated Pillar Two model rule concepts into their domestic laws.
Rowe Price direct investment and interest settlements of open derivatives in the current year. For more information, see Note 8, Borrowing s, and Note 18, Derivatives and Hedging , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
For more information, see Note 8, Borrowing s, Note 9, Convertible Debt , and Note 19, Derivatives and Hedging , to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Payment terms for distributor shipments may range from 30 to 90 days. Remaining Performance Obligations Remaining performance obligations represent committed but undelivered contracts and purchase orders at period end. Maintenance-related activity and agreements that do not represent firm purchase orders are not included in remaining performance obligations.
Remaining Performance Obligations Remaining performance obligations represent committed but undelivered contracts and purchase orders at period end. Maintenance-related activity and agreements that do not represent firm purchase orders are not included in remaining performance obligations. Customer agreements that contain cancellation for convenience terms are not reflected until firm purchase orders are received.
The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. 56 Table of Content s Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers.
The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less.
Performance Obligations Satisfied Over Time: The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation.
Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties. 55 Table of Content s Performance Obligations Satisfied Over Time: The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation.
Income from operations was $13.0 million for the year ended December 31, 2023 and loss from operations was $98.9 million for the year ended December 31, 2022, respectively, representing an increase in income from operations of $111.9 million.
Income from operations was $46.9 million for the year ended December 31, 2025 and loss from operations was $22.3 million for the year ended December 31, 2024, respectively, representing an increase in income from operations of $24.6 million.
The Company maintains $12.9 million in advance payment guarantees and $13.0 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects was approximately $115.5 million at December 31, 2024.
The Company maintains $3.2 million in advance payment guarantees and $9.8 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects 39 Table of Content s were approximately $103.2 million at December 31, 2025.
Medical includes products and services for radiation therapy, nuclear medicine and personal dosimetry. This segment’s principal product offering is in Radiation Therapy Quality Assurance, which includes solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy.
This segment’s principal product offering is in Radiation Therapy Quality Assurance, which includes solutions for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy. The advancing field of Nuclear Medicine is also served by this market including products for radiation measurement, product handling, and medical imaging, inclusive of software across the radiopharmaceutical lifecycle.
The difference in effective tax rate between the periods was primarily attributable to mix of earnings and valuation allowances.
The difference in effective tax rate between the periods was primarily attributable to mix of earnings and valuation allowances. The effective income tax rate differs from the U.S. statutory rate of 21% due primarily to U.S. federal permanent differences and the impact of valuation allowances.
As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2024, to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments. The interest rate swap is a derivative financial instrument that has been designated and qualifies as a cash flow hedge.
As such, we entered into an interest rate swap (notional amount of $75.0 million) during the year ended December 31, 2023, as well as an additional interest rate swap (notional amount of $100.0 million) during the year ended December 31, 2025 to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments (collectively, the "interest rate swaps").
Our Medical segment contributed $13.0 million income from operations and $98.9 million loss from operations for the year ended December 31, 2023 and 2022, respectively. Our Nuclear & Safety segment was responsible for $46.0 million income from operations and $103.1 million loss from operations for the year ended December 31, 2023 and 2022, respectively.
Our Nuclear & Safety segment was responsible for $101.1 million income from operations and $78.9 million income from operations for the years ended December 31, 2025 and 2024, respectively. Our Medical segment contributed $46.9 million income from operations and $22.3 million income from operations for the years ended December 31, 2025 and 2024, respectively.
Customer deposits represent cash received for contracts in which product manufacturing or services have not commenced and the amounts received are fully refundable if the underlying good is not delivered. Customer deposits are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheet. Payment terms for shipments to end-users are generally net 30 days.
Customer deposits represent cash received for contracts in which product manufacturing or services have not commenced and the amounts received are fully refundable if the underlying good is not delivered.
Non-GAAP Financial Measures We report our financial results in accordance with generally accepted accounting principles in the United States. (“GAAP”). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance.
However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating, and planning decisions, and in evaluating our performance.
Customer agreements that contain cancellation for convenience terms are not reflected until firm purchase orders are received. Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related remaining performance obligations.
Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related remaining performance obligations.
(In millions) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Net loss $ (36.6) $ (98.7) $ (288.4) Interest expense, net 51.3 57.1 41.9 Income tax provision (benefit) 2.7 (6.6) (18.2) Amortization 118.5 131.3 145.8 EBITA $ 135.9 $ 83.1 $ (118.9) Depreciation 31.9 31.5 28.7 EBITDA $ 167.8 $ 114.6 $ (90.2) Stock-based compensation expense 15.6 21.9 31.8 Increase (decrease) in fair value of warrant liabilities 5.3 24.8 (37.6) Goodwill impairment — — 211.8 Other impairments (1) — — 7.0 Loss on debt extinguishment — 2.6 — Foreign currency loss (gain), net 2.2 (0.3) 4.9 Cost of revenues impact from inventory valuation purchase accounting — — 6.3 Non-operating expenses (2)(3)(4)(5) 12.7 17.1 30.7 Adjusted EBITDA $ 203.6 $ 180.7 $ 164.7 (1) Other impairments for the year ended December 31, 2022 consist of $7.0 million of impairment charges primarily related to a business held for sale and an equity investment.
(In millions) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Net income (loss) $ 29.8 $ (36.6) $ (98.7) Interest expense, net 30.1 51.3 57.1 Income tax expense (benefit) 2.9 2.7 (6.6) Amortization 102.4 118.5 131.3 EBITA $ 165.2 $ 135.9 $ 83.1 Depreciation 35.6 31.9 31.5 EBITDA $ 200.8 $ 167.8 $ 114.6 Stock-based compensation expense 15.2 15.6 21.9 Increase in fair value of warrant liabilities — 5.3 24.8 Loss on debt extinguishment and other related costs 6.3 — 2.6 Foreign currency (gain) loss, net (17.4) 2.2 (0.3) Non-operating expenses (1)(2)(3)(4) 23.0 12.7 17.1 Adjusted EBITDA $ 227.9 $ 203.6 $ 180.7 (1) Non-operating expenses relate to costs that are nonrecurring in nature in our operations and are further described below.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−0 removed8 unchanged
Biggest changeWe derived approximately 42.1%, 40.6%, and 40.2% of our revenues during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively, from outside the United States through international operations, some of which were transacted in U.S. dollars. In addition, certain of our domestic operations have sales to foreign customers.
Biggest changeWe derived approximately 43.2%, 42.1%, and 40.6% of our revenues during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively, from outside the United States through international operations, some of which were transacted in U.S. dollars. In addition, certain of our domestic operations have sales to foreign customers.
In the year ended December 31, 2023, we executed an interest rate swap agreement effective June 30, 2023 through June 30, 2026, which entitles the Company to floating interest receipts for fixed interest payments on $75 million notional value.
In the year ended December 31, 2023, we executed an interest rate swap agreement effective June 30, 2023 through June 30, 2026, which entitles the Company to floating interest receipts for fixed interest payments on $75.0 million notional value.
Based on the amounts and mix of our floating rate debt at December 31, 2024, if market interest rates increase an average of 100 basis points, our year-to-date interest expense would change by approximately $7.1 million and our interest rate swaps market value would change by approximately $1.0 million.
Based on the amounts and mix of our floating rate debt at December 31, 2025, if market interest rates increase an average of 100 basis points, our year-to-date interest expense would change by approximately $5.2 million and our interest rate swaps market value would change by approximately $1.0 million.
We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. This analysis does not consider the effects of changes in the level of overall economic activity that could exist in such an environment. 59 Table of Content s
We de termined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. This analysis does not consider the effects of changes in the level of overall economic activity that could exist in such an environment. 58 Table of Content s
During the year ended December 31, 2024, the effect of a hypothetical 10% change in foreign currencies that we have exposure to compared to the U.S. dollar would have impacted our revenues by approximately $43.8 million.
During the year ended December 31, 2025, the effect of a hypothetical 10% change in foreign currencies that we have exposure to compared to the U.S. dollar would have impacted our revenues by approximately $39.0 million.
As of the year ended December 31, 2024, if foreign exchange rates changed by 10%, the market value of our cross-currency rate swaps would change approximately $25.0 million. During the year ended December 31, 2024, the effect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $20.4 million, .
As of the year ended December 31, 2025, if foreign exchange rates changed by 10%, the market value of our cross-currency rate swaps would change approximately $25.0 million. During the year ended December 31, 2025, the eff7ect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $24.7 million.
Added
In the year ended December 31, 2025, we executed an interest rate swap agreement effective June 30, 2025 through December 31, 2026 which entitles the Company to floating interest receipts for fixed payments on $100.0 million notional value.

Other MIR 10-K year-over-year comparisons