Mirion Technologies Reports Material Agreement and Equity Sales

TL;DR

Mirion inked a big deal & sold some stock. Watch this space.

AI Summary

Mirion Technologies, Inc. entered into a material definitive agreement on September 25, 2025, related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. This filing details significant financial and corporate actions taken by Mirion Technologies.

Why It Matters

This filing indicates significant financial activities and potential changes in the company's capital structure, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to financial obligations and share dilution.

Key Players & Entities

• Mirion Technologies, Inc. (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported
• GS Acquisition Holdings Corp II (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 par value per share MIR New York Stock
• $21.35 — stock"), at a public offering price of $21.35 per share (the "Common Stock Offering")
• $350.0 million — increased from the previously announced $350.0 million of shares of Class A common stock. The
• $409.7 million — d offering expenses, were approximately $409.7 million. The Company expects that the net proce
• $38.0 million — ll be used to (i) pay the approximately $38.0 million cost of the capped call transactions en
• $375.0 million — g (the "Convertible Notes Offering") of $375.0 million aggregate principal amount of 0.00% Con
• $50.0 million — option to purchase up to an additional $50.0 million principal amount of Notes. The size of
• $250.0 million — increased from the previously announced $250.0 million aggregate principal amount of Notes. T
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of Notes for each trad
• $28.82 — itial conversion price of approximately $28.82 per share of Class A common stock. The
• $100.0 million — han all the outstanding Notes, at least $100.0 million aggregate principal amount of Notes mus
• $66.3 million — owed with principal amount in excess of $66.3 million (or its foreign currency equivalent), i
• $365.2 million — d offering expenses, were approximately $365.2 million. The Company expects to use the net pro
• $42.70 — set subject to a cap initially equal to $42.70 per share (which represents a premium o

Filing Documents

• mir-20250925.htm (8-K) — 60KB
• exhibit11-8xk.htm (EX-1.1) — 220KB
• exhibit41-8xk.htm (EX-4.1) — 821KB
• exhibit51-8xk.htm (EX-5.1) — 8KB
• exhibit101-8xk.htm (EX-10.1) — 279KB
• exhibit102-8xk.htm (EX-10.2) — 259KB
• exhibit991-8xk.htm (EX-99.1) — 12KB
• exhibit992-8xk.htm (EX-99.2) — 18KB
• davispolka.jpg (GRAPHIC) — 24KB
• 0001628280-25-043231.txt ( ) — 2127KB
• mir-20250925.xsd (EX-101.SCH) — 2KB
• mir-20250925_lab.xml (EX-101.LAB) — 21KB
• mir-20250925_pre.xml (EX-101.PRE) — 12KB
• mir-20250925_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On September 25, 2025, Mirion Technologies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the public offering of 19,906,322 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), at a public offering price of $21.35 per share (the "Common Stock Offering"). The Shares include the exercise in full by the Underwriters of their option to purchase an additional 2,596,476 shares of Class A common stock. The size of the Common Stock Offering was increased from the previously announced $350.0 million of shares of Class A common stock. The Common Stock Offering is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-268445) previously filed with the Securities and Exchange Commission (the "SEC"), which was declared effective on November 28, 2022 under the Securities Act of 1933, as amended (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. The closing of the Common Stock Offering occurred on September 30, 2025. The net proceeds from the Common Stock Offering, after deducting the underwriting discounts and estimated offering expenses, were approximately $409.7 million. The Company expects that the net proceeds from the Common Stock Offering, together with the net proceeds from the Convertible Notes Offering (as defined below), will be used to (i) pay the approximately $38.0 million cost of the capped call transactions entered into with certain of the initial

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 under the heading "Indenture and Notes" of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Notes were resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated September 25, 2025 by and among the Company and the representatives of the initial purchasers. The Notes and the shares of Class A common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Class A common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A common stock. Initially, a maximum of 17,564,400 shares of Class A common stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 46.8384 shares of Class A common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. On September 25, 2025, the Company issued a press release announcing the pricing of the Common Stock Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally, on September 25, 2025, the Company issued a press release announcing the pricing of the Convertible Notes Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 1.1 Underwriting Agreement, dated September 25, 2025, among Mirion Technologies, Inc. and Goldman Sachs & Co. LLC and Evercore Group L.L.C., as representatives of the several underwriters 4.1 Indenture, dated September 30, 2025, between Mirion Technologies, Inc. and U.S. Bank Trust Company, National Association 4.2 Form of 0.00% Convertible Senior Note due 2031 (included in Exhibit 4.1) 5.1 Opinion of Davis Polk & Wardwell LLP 10.1 Form of Base Capped Call Transaction Confirmation 10.2 Form of Additional Capped Call Transaction Confirmation 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) 99.1 Press release issued by Mirion Technologies, Inc. dated September 25, 2025 99.2 Press release issued by Mirion Technologies, Inc. dated September 25, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 30, 2025 Mirion Technologies, Inc. /s/ Thomas D. Logan Name: Thomas D. Logan Title: Chief Executive Officer