☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware						83-0974996
(State or other jurisdiction of  incorporation or organization)						(I.R.S. Employer Identification Number)

    1218 Menlo Drive Atlanta, Georgia 30318

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share			MIR			New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes ☒ No

•geopolitical and trade conditions, including related to matters affecting Russia, the relationship between the United States and China, conflict in the Middle East and the related risks of slowing economic growth or economic recession;

•developments in government spending budgets in the United States and other countries, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, delays in the government budget process, a U.S. government shutdown or the U.S. government's failure to raise the debt ceiling;

•our ability to manage our supply chain or difficulties with third-party manufacturers;

•risks related to government contracts including our ability to mitigate risks associated with long-term fixed price contracts;

•our ability to predict our future operational results

•risks related to the public’s perception of nuclear radiation and nuclear technologies

•risks related to information technology disruptions or security issues, including cyberattacks and data or systems breaches

•risks related to the use of artificial intelligence and machine learning in our operations;

•our ability to manage our independent sales representatives, distributors, and original equipment manufacturers;

•our ability to realize the expected benefit from strategic transactions, such as acquisitions, divestitures and investments, including any synergies or internal restructuring and improvement efforts;

•our ability to issue debt, equity or equity-linked securities in the future;

•risks related to changes in tax law and ongoing tax audits;

•our ability to attract, train, and retain key members of our leadership team and other qualified personnel;

•risks related to the costs or liabilities associated with product liability claims;

•risks related to the adequacy of our insurance coverage;

•risks related to the global scope of our operations, including operations in international and emerging markets;

•risks related to our exposure to fluctuations in foreign currency exchange rates, interest rates, tariffs and inflation, including the impact on our debt service costs;

•our ability to comply with various laws and regulations and the costs associated with legal compliance;

•risks related to the uncertainty and outcome of any legal claims, litigation, arbitration, government and regulatory proceedings, investigations and inquiries;

•risks related to our ability to protect or enforce our proprietary rights on which our business depends or third-party intellectual property infringement claims;

•liabilities associated with environmental, health, and safety matters; and

•other risks and uncertainties indicated in this Annual Report on Form 10-K, including those under the heading “Risk Factors,” and other documents filed or to be filed with the SEC by us.

“Founder shares” are to the Founder Shares (as defined under Note 15, Related Party Transactions, in the notes to the financial statements included in this Annual Report on Form 10-K);

“Private placement warrants” are to the Private Placement Warrants (as defined under Note 15, Related-Party Transactions in the notes to the financial statements included in this Annual Report on Form 10-K);

“Public warrants” are to the Public Warrants (as defined under Note 15, Related-Party Transactions, in the notes to the financial statements included in this Annual Report on Form 10-K);

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.

Labs & Research: Our high-precision instruments and software help research labs in the public and private sectors advance knowledge and understanding of radioactivity, from detection and analysis of samples, identification of radionuclides, and quantification of activity to empower the next wave of breakthrough innovation. Solutions involve radiation measurement and personal safety applications for private and government energy laboratories, research organizations and production counting labs (private and government radiochemistry labs for employee health & safety and government labs for regulatory monitoring). Product portfolios include but are not limited to our laboratory and scientific analysis systems (gamma/alpha spectroscopy, alpha/beta counting, specialty detectors, spectroscopy software), radiation measurement and health physics instrumentation.

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. We empower military and civil defense teams to precisely and discreetly detect and monitor radiation in the most critical and challenging situations from the front lines of modern battle, to securing cities and large-scale events, to nuclear event recovery operations, empowering them to keep populations safe. These solutions include Military CBRNE, or Chemical, Biological, Radiological, Nuclear and high-yield Explosives, security and search.

Cancer care: Our solutions in the cancer care market bring a legacy of quality and safety to the healthcare space. 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.

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. 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 ec2 software solutions.

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. Our dosimetry products and services remove the worry of radiation from the daily routines of those who are occupationally exposed. The Dosimetry Services business offers environmental radiation monitoring services, as well as an official dose of record to employers and occupationally exposed radiation workers, enhancing the effectiveness and efficiency of radiation safety programs at practitioner sites. Key product lines include the innovative Instadose dosimetry platform, optically stimulated luminescence, or OSL, dosimeters, and our range of eye, finger, and extremity dosimeters that integrate with our Dose Central data platform.

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 track record enables us to gain market share across our product and service offerings. We and our predecessor companies have served the radiation detection measurement, analysis and monitoring needs of our customers for over 60 years, having developed trusted, recognized brands supported by our tradition of technical excellence, product reliability and customer service. 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. We are a pure play in ionizing radiation detection, measurement and analysis, providing compulsory solutions for highly-regulated industries with high cost of failure. Our comprehensive product line supports virtually all radiation detection and monitoring needs throughout the medical and industrial markets. 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.

Large installed base driving recurring revenue. Our products are installed at the vast majority of the addressable, active nuclear power reactors globally, which have a median age of about 31 years. 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 length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability. 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. 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. For example, our products have been sold to 23 of 32 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security. Our customers’ focus on personnel protection drives their recurring expenditures on service, recalibration and product upgrades in our defense end market. In the laboratories and research markets, we have developed relationships with certain customers over the past 50 years, gaining their loyalty based on product performance and customer services. Such relationships provide us with recurring revenues when our customers upgrade and replace their existing installed base. 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. 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.

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 of our customers to procure products and services from local providers. 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. 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. 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. 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. 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.

Exploit under-penetrated market opportunities. We believe that we can exploit historically under-penetrated segments of our end markets by leveraging our existing positions across our major product categories. 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.

Expand addressable market. We believe that substantial opportunities exist for us to expand our addressable market by marketing our products and services to customers in new geographic regions; providing products and services to customers moving to an outsource model; entering markets where the government is privatizing services; introducing new applications for existing technologies and pursuing strategic acquisitions.

•Geographic expansion. Although we have sold products and services to customers in over 120 countries historically, we believe we have additional opportunities in certain international markets. For example, in India, a market we currently serve through local partners, we intend to leverage our relationships with leading reactor design firms to capitalize on the opening of the nuclear end market to U.S. and European firms. Another such market is the European dosimetry services market. Through acquisitions, we have developed our presence in the Netherlands and Germany, and we plan to continue expanding into other European countries. Also in our Medical segment, our SunScan product, a cylindrical water scanning system for linear accelerator commissioning, received regulatory clearance in the European market in late 2023 which will drive additional market adoption.

•Customer outsourcing. We believe we will continue to capitalize on customer outsourcing within the nuclear end market. Within the United States, several NPP operators have recently outsourced their dosimetry services in order to reduce costs. We have been able to benefit from economies of scale as well as advantages in materials procurement and processing technology to provide enhanced dosimetry services to many of these NPPs at a lower cost.

•Service privatization. In regions outside the United States, dosimetry services have historically been provided by government agencies. However, privatization of dosimetry services is occurring in some regions, such as Europe. As illustrated by our acquisitions in the Netherlands and Germany, providers seek to reduce costs and benefit from enhanced service offerings. 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

•Expand into new end markets. We periodically review our adjacent markets and identify opportunities for expansion. For example, we have developed a new personal radiation detector, or PRD, called Accurad to expand our presence in the civil services markets such as the police and fire departments. In our Medical segment, we have also entered in the nuclear imaging, radiotherapy and radiopharmaceutical markets through the acquisitions of Capintec, Biodex, Sun Nuclear, CIRS, and ec2 Software Solutions. In November 2023, we acquired ec2 Software Solutions, an organization specializing in the design, implementation, and support of software to simplify daily facility operations, including radiopharmaceutical production, distribution, and patient administration. ec2 solutions serve the entire vertical supply chain, including drug owners, contract manufacturers, radiopharmacies and cancer clinics.

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. 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.

Software and digital solutions: Another area of strategic focus is the introduction of various software applications in the markets we serve, including both on-premise and software as a service (SaaS) solutions. Key initiatives include platform consolidation that drives scalability, speed to market, and cost efficiencies. Recent acquisitions (SIS and ec2) have been used to accelerate software development and capture growth opportunities. In our Medical segment, a component of our strategy is to continue to enhance software products such as the SunCHECK Platform, which also includes a SaaS based solution.

Continuously improve our cost structure and productivity. As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as optimizing our manufacturing footprint, rationalizing excess costs and minimizing working capital requirements. We are continuously implementing our business system principles to challenge our practices and improve our performance across all our businesses. For example, we have recently optimized and simplified our footprint by transferring the activities from our facilities in Shirley, NY and Middleton, WI to other Company sites to achieve operational synergies.

Pursue strategic acquisitions and other transactions. Between 2016 and 2024, we acquired 16 companies, with the objective of complementing our portfolio, reinforcing our supply chain and expanding into new markets such as nuclear imaging and radiotherapy. Since then, we have effectively integrated these businesses, creating a global platform of ionizing radiation detection and measurement solutions. 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. 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.

•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

•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

We have incurred operating losses in the past and we cannot yet assure you we will achieve positive net income. As of December 31, 2024, we had an accumulated deficit of $541.5 million. For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, we experienced net losses of $36.6 million, $98.7 million, and $288.4 million, respectively. We cannot yet assure you that we will achieve positive net income, but our results from the last three fiscal years have trended favorably. We continuously seek to reduce operating costs through lean initiatives, supply chain management and optimizing our capital structure but our plans could be impacted by events outside of our control including rising inflation. If our revenue and gross profit growth do not outpace the growth of our operating expenses, we may not achieve and maintain positive net income.

Our results of operations may fluctuate significantly and cause our results of operations to fall below expectations. Our business depends on the demand for our radiation detection, measurement, analysis and monitoring products, our nuclear medicine and related quality management products, and services in the nuclear, defense, medical and other end markets. In the past demand for our solutions in these markets has fluctuated due to a variety of factors, many of which are beyond our control. Our highest volume of sales and cash flows occurs in the fourth quarter of the fiscal year due in large part to the timing of customers’ capital spending programs and increased outages occurring in the fall in our Nuclear & Safety segment. This has caused our results of operations to fluctuate. The nuclear sector has recently seen a resurgence in demand, driven by an overall increase in electricity demand from a number of sources, including electric cars, the anticipated infrastructure build of data centers for Artificial Intelligence (AI), and other sources. This presents both opportunities if the additional electricity demand is supplied by nuclear power plants (“NPPs”) and risks if demand is lower than expected or electricity is produced by other means. This has caused and we expect it will continue to cause our results of operations to fluctuate. See also “Risks Related to Our Business and Industry—Our sales cycles in certain end markets can be long and unpredictable.”

Volatile geopolitical conditions and international conflicts such as the military conflict between Russia and Ukraine have adversely affected and may further adversely affect our business, results of operations, and financial condition. Actual or threatened adverse changes in geopolitical conditions, particularly in countries where we, our customers or our suppliers operate, may adversely impact the cost of, and demand for, our products, solutions and services, our ability to conduct business, and could adversely affect our business, results of operations, cash flows, and financial condition. Geopolitical tensions, terrorism and military conflicts have impacted, and will continue to impact global trade and global supply chains through import or export restrictions, global sanctions, increased tariffs, foreign exchange rates volatility, interest rates, inflation, labor challenges, credit availability, cash flows and other macroeconomic conditions. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. Russia’s invasion of Ukraine, the ensuing build-up of Russian sanctions and other impacts on this region have impacted the global economic environment resulting in fluctuating demand for our products and services, delays or cancellations of customer projects and difficulties in supplying and sourcing products from this and other geographic regions. We have also experienced and may continue to experience delays in revenue recognition, order fulfillment and contract payments due to export controls and other sanctions instituted to date. A number of nuclear power plants are being constructed or are operated by or with the participation of Russian state-owned enterprises. As the situation evolves, there is a growing risk that those Russian state-owned enterprises could become further sanctioned by the United States or the European Union. We also sell medical equipment and related products into Russia for medical and humanitarian applications, however this process has become more complicated, time consulting and uncertain as some of our medical equipment exports require export licenses. We may also be subject to criticism for continuing to sell products to Russia, which could damage our reputation and adversely affect our business, results of operations and financial condition. It has become more difficult to transact with Russian parties due to the continued expansion of U.S. and EU sanctions directed at Russia and the United States has announced additional restrictions if the conflict does not end quickly.

agreement to modify the underlying contract, the claim was rescinded, and the parties are now working on implementing the terms of the settlement which is complicated by the current sanctions regime. The modification was accounted for under ASC 606 Revenue Recognition which resulted in an immaterial impact to the Statement of Operations for the year ended December 31, 2024. In June 2023, the same Russian customer made a demand against the Company for the return of all payments received by the Company ($10.2 million) related to a Finland project cancelled in May 2022. In September 2024, the Company entered into a settlement agreement with the customer and agreed to refund €4.4 million which is complicated by the current sanctions regime. The amount is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2024, and the settlement resulted in an immaterial impact to the Condensed Statement of Operations for the year ended December 31, 2024.

We operate in an industry where the risks associated with radioactive materials and the public perception of nuclear energy could materially and adversely affect the markets in which we operate and increase regulatory requirements and costs that could in turn materially and adversely affect our business. The risks associated with radioactive materials and the public perception of those risks can affect our business. Successful execution of our business model in the nuclear power end market relies on public support for nuclear power. Opposition from various third parties including competitive energy sources, individuals, and organizations can hinder or prevent construction of new nuclear power plants, cause early shutdowns of existing power plants, or create an unfavorable regulatory environment for nuclear technologies all of which could negatively impact our business. Additionally, a nuclear accident or the use of nuclear weapons could have devastating consequences on public sentiment, and lead to stricter regulatory requirements with increased costs and reduced customer demand for our products thereby materially and adversely affecting our business, results of operations and financial condition.

Supply chain issues could cause production interruptions, delays and increased costs for the commodities or components that we use in our operations which may materially and adversely impact our business, results of operations and financial condition. We purchase materials, components, and equipment from third parties for our manufacturing operations including from sole or limited source suppliers due to quality assurance, cost effectiveness, availability, contractual obligations or unique design or technology. Our reliance on our supply chain to secure raw materials, parts, components and subassemblies exposes us to volatility in their prices and availability. Our supply chain is global and suppliers are often located in developing countries which further exposes us to the geopolitical risks. If these suppliers face issues or trade controls with their countries changes, we may struggle to establish or qualify replacement sources of supply quickly or at equivalent costs. Our supply chains could also be disrupted by factors such as supplier capacity constraints, operational or quality issues, bankruptcy or exiting of the business for other reasons, decreased availability of key materials, and external events like natural disasters, pandemics, war, terrorism, tariffs wars and other governmental actions. Such disruptions could cause increased expenses, production interruptions, delays, extended lead times, and inefficiencies, and adversely impact our business, results of operations and financial condition.

Our sales cycles in certain end markets can be long and unpredictable. The sales cycle for our products related to new construction or refurbishment of existing NPPs ranges from 12 to 36 months and occasionally extends up to 60 months or more. In the medical end market, the typical sales cycle varies between 1 to 18 months. Significant resources are invested before orders are secured, with no assurances of a sale. Revenue recognition may be delayed due to the need for customer notices to proceed, certification of successful installation and operation or construction or scheduled outage delays. This lengthy and uncertain sales cycle, coupled with the unpredictable period of time between the placement of an order and our ability to recognize the revenue associated with the order makes revenue predictions difficult, particularly on a quarterly basis, and can cause our operating results to fluctuate significantly.

We have made and plan to continue to make acquisitions, investments and divestitures that involve numerous risks and uncertainties. As part of our business and growth strategy, we have made and plan to continue to consider acquisitions of, and significant investments in, businesses, products or technologies on a selective basis. We also periodically divest businesses that no longer align with our strategic plans. There can be no assurance that suitable acquisition, investment or divestiture opportunities will be identified or that we will be able to consummate any such transactions on terms and conditions acceptable to us. Additionally, the expected benefits may not materialize, and our existing operations and financial condition could be adversely affected. Our growth through acquisitions and investments is subject to various

Many of our products and services involve the detection, identification, measurement or monitoring of radiation and the failure of our products or services to perform to specification could materially and adversely affect our business, results of operations and financial condition. Our products and services are technically complex, involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. Any actual or perceived quality issues or safety failures could adversely affect our business. In the medical end market for example, our products and services are often used to ensure that radiation oncology patients receive accurate doses of radiation. Product failure could lead to the incorrect treatment being administered to a patient, personal injury death or property damage (including environmental contamination). Resulting legal claims and regulatory actions could generate significant costs to us. Additionally, the failure of our products to perform to specifications could adversely affect market perception of the quality and effectiveness of our products and services, which could harm our ability to attract new customers and could cause our existing customers to cease doing business with us. While we have attempted to secure appropriate insurance coverage at a reasonable cost, we may not be fully covered against all risks and we are also subject to significant deductibles. There can be no assurances that insurance policies will continue to be available on commercially acceptable terms or at all. We seek to limit our liability in customer contracts, but these contractual limitations may not always be effective or sufficient in scope in all cases, potentially which could subject us to material and adverse impacts on our business, results of operations and financial condition.

Certain of our products require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and potential liabilities for violation of environmental, health and safety laws. The majority of our products are designed to detect, quantify and analyze ionizing radiation and require the use of radioactive sources for testing and calibration. The required radioactive sources, or other sources of ionizing radiation e.g., X-ray machines, are held in our facilities. Our customers hold equivalent sources for ongoing testing and re-calibration that they may have purchased from us or other third-party providers. Certain of our reactor instrumentation and control equipment and systems also incorporate radioactive materials. In all such cases, licenses for radioactive sources and materials or other sources ionizing radiation are provided by the appropriate regulatory authority in the relevant jurisdiction. Our failure, or our customer's failure, to obtain the necessary licenses for radioactive sources or materials required by or incorporated into our products could result in the cancellation, or delay, of purchases by our customers or remedial action by the relevant regulators. While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves policies and procedures designed to ensure worker, workplace and public safety, including emergency plans; setting forth the proper handling, control and security of radioactive sources or materials on site; detailing any disposal or decommissioning considerations, including financial assurance therefor; and adequately training personnel at the site. Our non-compliance with, or failure to properly implement, such policies and procedures could delay or otherwise preclude us from obtaining the necessary license(s), which could result in the cancellation or delay or purchases by our customers. Licenses impose specific on-going compliance obligations tht typically include requirements to pay periodic license fees, submit periodic compliance reports, and agree to site inspections by regulators. Our failure to comply with any of these on-going obligations could result in the revocation of the applicable license, which could result in the cancellation or delay of purchases by our customers. The improper handling of radioactive materials by us or our customers could result in our direct or secondary liability, including penalties and fines to us. We cannot completely eliminate the risk of accidental contamination or injury from those radioactive materials in our facilities and cannot control the practices of our customers. Related claims for related violations of environmental, health and safety laws could result in substantial damages, be costly and time-consuming to defend and adversely affect the marketability of our products, our reputation, our results of operations and financial condition.

We enter into fixed-price contracts and contracts with limited pricing escalation and our failure to mitigate certain risks associated with such contracts may result in reduced operating margins. For NPPs new builds, we periodically enter into fixed-price arrangements and contracts with price escalation terms that may not fully cover all possible cost increases. The revenue, cost and gross profit realized on these contracts can vary, sometimes substantially, from original projections due to a variety of factors including inaccurate costs estimation, inflation, currency fluctuations, errors in specifications or designs, other unanticipated technical problems with our products or services which require that we remedy the problem at our cost, supplier failures, customer difficulty in obtaining required governmental permits or approvals or other customer-caused delays, changes in regulations and laws, construction delays of new NPPs and decommissioning of existing NPPs, limited history with new products and customers, contract termination, or other unanticipated circumstances over the

We operate as a entrepreneurial, decentralized company, which may put strain on local business units, which could in turn materially and adversely affect our business, results of operations and financial condition. We operate in multiple countries and are subject to complex and frequently changing business conditions and regulatory environments. Our company has also grown in part through acquisitions of other companies, which can pose integration challenges in the implementation of company-wide initiatives as well as risks of achieving legal compliance across multiple internal business teams. In addition, certain of our business teams are from time to time staffed leanly due to our growth-oriented organizational structure. If we are not able to sufficiently integrate our acquired companies and establish business operations and compliance programs with scale, we may be unable to detect or resolve financial, operational and compliance matters promptly, which could adversely affect our business, results of operations and financial condition.

We derive a significant portion of our revenue from international sales and our operations in non-U.S. countries are subject to political, economic, legal, currency and other risks, which could materially and adversely affect us. Revenue generated from outside of North America accounted for approximately 37%, 36%, and 36% of our net sales for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. International sales are expected to remain a material percentage of our total net sales in future periods. As a result, our operations are subject to risks associated with global operations and sales, such as currency fluctuations, compliance with complex non-U.S. laws and regulations, new or increased tariffs, obtaining governmental approvals for products that may require certification, localization requirements, export and import licenses, difficulties in collecting accounts receivable, intellectual property protection, staffing and managing international operations, managing local sales agents, distributors and other third parties that assist in selling our products and services, related contract management, restrictions on cross-border transfers of funds, tax consequences, and regional political and economic instability, all of which could materially and adversely affect our business, results of operations and financial condition.

We rely on third-party sales representatives to assist in selling our products and services, and their failure to perform as expected could materially and adversely affect us. A significant portion of our revenue is derived from sales through third-party sales representatives e.g., sales agents and distributors, whose success in marketing and selling our products and services is unpredictable. Additionally, many of these representatives also market and sell competing products and services, potentially impacting their promotion of our products and services. If they misrepresent our products, we could become subject to risk or liability from government regulatory bodies or agencies for criminal or civil claims, including false claims and improper advertising and promotion. Furthermore, violations of laws or regulations, in particular, anti-corruption, environmental, or sanctions laws, by these representatives could be imputed to us and result in adverse publicity, fines, penalties, judgments, money damages and other significant losses, any of which could adversely affect our business, results of operations and financial condition.

We derive a substantial portion of our revenue from contracts with U.S. governmental customers or their contractors, and such customers may be required to reduce their spending, cancel contracts, initiate audits and investigations, and require unusual or more onerous contractual terms. A substantial portion of our business is driven by government budgets and spending, such as nuclear power plants and medicine, and a substantial portion of our revenue is derived from government customers or their contractors or sub-contractors. Any reduction in the resources or government funding of our customers, including as a result of a government shutdown, the U.S. government's failure to raise the debt ceiling, or other governmental action or order to reduce governmental budgets and spending generally, including in non-U.S. countries, could reduce our sales and impede our ability to generate revenue. Any change in policy regarding capital spending, or reduction, or scrutiny of the capital budgets of U.S. government customers could reduce demand for our solutions and could also result in audits and investigations. In addition, even when our direct customer is not a government entity, we must comply with stringent procurement processes applicable to government contractors and subcontracts, in particular in the United States, European Union and United Kingdom. Furthermore, we have bid, and may in the future submit bids, for government contracts that require government-specific terms such as various levels of security clearances with the Department of Defense or Department of Energy, or that supplies be U.S-made, and similar such measures in other countries, including the European Union and the United Kingdom. Obtaining and maintaining security clearances involves a lengthy process, such clearances may ultimately be denied or revoked and it can also be difficult to identify, recruit and retain employees qualified for security clearances. If the current requirements of the Buy-American Act are revised, it could also impede our ability to sell to the U.S. government. We are subject from time to time to government audits and investigations, and if any such audit or investigation results in an adverse finding to us, we may be subject to financial penalties and debarment or otherwise be unable to continue doing business with the applicable customer. Initiatives to reduce government spending could also drive additional audits and investigations. Failure to secure or retain security clearances, to qualify products as U.S.-made or adverse findings in audits or investigations could result in contract delays,

We have, and could continue to experience cyberattacks, intrusions into our systems by unauthorized parties or other data theft or loss, which could cause us to incur significant costs, and could also subject us to litigation, regulatory enforcement actions and damage to our reputation, any one of which could materially and adversely impact our business, reputation, results of operations and financial condition. Our cybersecurity risks are growing due to increasingly aggressive and sophisticated attacks by threat actors, including AI-powered cyberattacks. These include hacking, computer viruses, malicious code, ransomware, social engineering attacks (including phishing and impersonation), denial-of-service attacks and machine learning algorithms and techniques that automate, accelerate or enhance cyberattacks. Our IT systems are subject to constant attempts to gain unauthorized access to, capture, destroy or manipulate confidential information and we have experienced, and may in the future experience, cyberattacks and data breaches. Despite the implementation of information security systems and processes to protect against unauthorized access, data loss and theft (see "Item 1C. Cybersecurity"), there is no guarantee that this governance will be adequate to safeguard against all breaches or misuse of our data and systems. Additionally, certain of our confidential information, and customer data, may be gathered, processed, and stored on third-party networks of vendors or service providers whom we have engaged. While we endeavor to conduct due diligence on those third parties regarding their data security and protection policies and procedures, and the methods they use to safeguard such information, we ultimately do not, and are unable to, control those third parties' efforts to safeguard against data security breaches or misuse of data, or data loss or theft. We maintain private liability insurance intended to help mitigate the financial risks of such incidents, but there can be no guarantee that insurance will be sufficient to cover all losses related to such incidents or available on commercially acceptable terms or at all, and our exposure resulting from any unauthorized access to, or use of our data and systems, could far exceed the limits of our insurance coverage for such events. Any significant data breach or misuse of confidential information may result in significant costs, litigation and regulatory enforcement actions, harm our reputation, and therefore, may have a material adverse impact on our business, reputation, results of operations and financial condition.

Issues raised by the use of Artificial Intelligence (AI) and machine learning in our operations may subject us to new or heightened legal, regulatory, ethical or other concerns and result in liability or reputational harm. We have started to leverage AI in certain of our operations and implemented policies and controls to mitigate many of the novel risks presented by these new technologies. We face risks related to the incorporation of AI in our operations due to the challenges inherent with properly managing its use. There can be no assurance that our investments in AI will pay off. If our employees, customers or business partners do not comply, or are dissatisfied with, our policies and practices related to the use of such technologies we may experience legal, regulatory or reputational liability. Further, we need to continuously adapt to new laws and regulations such as the European Union's Artificial Intelligence (AI) Act, and others in the United States and other jurisdictions, regulating the use of these technologies, the impact and cost of which could be significant.

The loss of the services of our key personnel, including our executive officers, and our ability to attract, develop and retain key talent could materially and adversely effect our business and operations. The Company's future success depends to a significant degree on the skills, experience and efforts of its executive management team and other key personnel and their ability to provide the Company with uninterrupted leadership and direction. The loss of leadership of any of the executive officers or a failure to provide adequate succession plans for key personnel could have an adverse impact on our business and operations. The inability to attract, develop and retain qualified individuals, or a significant increase in the costs to do so, could adversely affect our business, results of operations and financial conditions.

If we encounter manufacturing problems, or if our manufacturing facilities do not continue to meet federal, state or international manufacturing standards, we may be required to adapt our manufacturing operations, which would result in delays and lost revenue. Our products require complex manufacturing and assembly involving multiple suppliers and regulatory requirements in different countries, which can face a number of challenges such as limited qualified personnel availability, or higher costs of sourcing components due to trade policy developments. For example, we manufacture whole body monitors exclusively in Ontario, Canada. Any disruption in manufacturing operations at this site due to the higher costs of imported materials and components would be difficult to remediate, in particular it would be difficult to manufacture elsewhere because qualified personnel may not relocate and could not be sourced locally and this could result in production delays, reliance on third parties, and potential negative financial impacts. Additionally, our manufacturing processes are subject to inspections and regulatory requirements, See "Risk Factors—Legal and Regulatory Requirements." Failure to comply could lead to enforcement actions, product recalls, civil or criminal penalties, or other sanctions, penalties, and negative publicity.

could materially and adversely affect our business and increase our expenses. Extreme weather events such as winter storms, hurricanes, earthquakes, fires, and tornadoes could disrupt our operations, leading to reduced revenue and increased costs and expenses. For example, some of our facilities are located in areas with earthquake fault lines or in hurricane zones such as our Sun Nuclear factory located in Florida . Depending on the location and severity of such events we could experience business interruptions, destruction of, or damage to, facilities or loss of life, any of which could materially and adversely affect our business, results of operations and financial condition. We could also be required to incur significant costs to report on, and enhance the resiliency of, our operations, infrastructure and supply chain in order to comply with government regulations addressing climate change. For example, the EU's Corporate Sustainability Reporting Directive has resulted, and is likely to continue to result, in an increase to our direct and indirect operational and compliance burdens. These additional expenses will place pressure on profit margins or require us to increase the price of our products and services potentially affecting demand and, consequently, our business, results of operations and financial condition.

We are subject to extensive laws and regulatory regimes and any failure to comply with them could subject us to penalties and legal expenses which could materially and adversely affect our business, results of operations, revenue, supply chain and financial condition. Our business operations are subject to extensive regulation by various federal, state, and local governmental agencies in the United States and other countries in which we conduct business. These regulations pertain to areas such as radioactive material handling, antitrust, environmental, health and occupational safety, food and drug, medical device and other applicable healthcare and laboratory regulations, import and export controls, and labor and employment regulations. Noncompliance may result in investigations, sanctions, prosecution, enforcement actions by governments or claims from other third parties, damages, fines, civil and criminal penalties, settlements, injunctions or debarment from government contracting or subcontracting. Separately, compliance with anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act, is critical as we operate globally including through third parties, agents, or other business partners whose misconduct could be imputed to us. While we

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. Many of our products are subject to complex and continuously evolving trade controls the violations of which can result in penalties, including fines, debarment from export privileges, and the loss of authorizations needed to conduct our business. Trade wars and sanctions and export controls imposed against Russia, China or other countries or specific parties in those countries where we do business could materially and adversely impact our business, results of operations and financial condition. If we become subject to audits, investigations, or other actions with respect to these matters, we could become subject to significant penalties or be prevented from selling our products and services in other countries. For more information, see “Risks Related to Our Business and Industry—The military conflict between Russia and Ukraine and the sanctions imposed as a result have adversely affected and may further adversely affect our business, results of operations, and financial condition.”

International tariffs, including tariffs that affect our products or components within our products, other trade barriers or global trade wars or domestic preferences could increase our costs and materially and adversely affect our business, results of operations and financial condition. Our global business could be negatively affected by tariffs, trade barriers and other governmental protectionist measures, any of which can be, and have been imposed unpredictably and without much or any prior notice. There is currently significant uncertainty about the future trade relationships between the United States and various other countries, most significantly Russia, Canada, Mexico, China and the EU. Certain components that we import into the United States from suppliers in such jurisdictions may become subject to enhanced or extraordinary tariffs and such additional tariffs in the near future. Further, the U.S. may impose global reciprocal tariffs on all countries it trades with. The imposition of global additional tariffs could increase our costs and require us to raise prices on our products, which may negatively impact the demand for our products in the affected market. If we are not successful in offsetting the impact of any such added tariffs, our business revenue, gross margins, results of operations and financial condition may be adversely affected.

We are subject to risks related to legal claims and proceedings filed by or against us, and adverse outcomes in these matters may materially harm our business. We are subject from time to time to various claims, disputes, investigations, demands, arbitration, litigation or other legal proceedings which may result in material damages, place restrictions on our business operations or divert our management's attention from other business issues and opportunities. Legal matters are

We and our customers and partners operate in highly regulated industries that require us and them to obtain, and comply with, federal, state, local and international government permits and approvals. We and our customers operate in a highly regulated environment. Our products must comply with various domestic and international standards, necessitating product testing and requiring compliance with various standards and certifications from agencies such as the National Voluntary Laboratory Accreditation Program and the FDA in the United States and by other governmental agencies in international markets. In addition, our customers and partners are required to obtain, and to comply with, federal, state, local and non-U.S. government licenses, permits and approvals with respect to either their facilities or possession and use of radioactive sources or other radioactive materials. Accreditations, qualifications, licenses, permits or approvals may be denied, revoked or modified due to non-compliance with environmental and safety laws and regulations, permit conditions, local opposition or other governmental action. Changing regulatory requirements could cause us to incur substantial costs or delays if we need to modify our products or cancel customer orders. Failure to meet new regulatory requirements could materially and adversely impact our business, results of operations and financial condition.

Failure to meeting environmental, social and governance expectations or standards could adversely affect our business, reputation, brand, results of operations and financial condition. Many governments, regulators, investors, employees, customers, and other stakeholders are increasingly focused on the environmental, social and governance performance of companies, including their focus on climate change, greenhouse gas emissions, human and civil rights, diversity, equity and inclusion initiatives, with diverging and sometimes polar opposite goals and objectives. For global companies, this has resulted in the need to navigate expanding and increasingly complex expectations related to reporting, diligence, and disclosure on environmental, social and governance topics. Compliance with conflicting rules could be difficult and costly to implement. Our failure to successfully answer to any such mandates could adversely affect our business, results of operations and financial condition as they may result in operational constraints and cause us to incur expenses that may place pressure on margins or require us to increase the price of our products and services to the point that it affects demand for those products and services.

We could incur substantial costs as a result of violations of, or liabilities under, environmental laws. Our operations and properties are governed by various environmental, health and safety laws and regulations related to emissions, wastewater discharges, and hazardous materials management, as well as worker health and safety. The European Union (“EU”) has implemented directives on restricting hazardous substances (“RoHS Directive”) and waste electrical and electronic equipment (“WEEE Directive”), with similar laws enacted in China and South Korea. Other countries, including the United States, have implemented or are considering implementing similar laws or regulations. Additionally, the EU's REACH regulation, requires the substitution of certain chemicals contained in our products with substances the EU considers less dangerous. Failure to comply may result in significant civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. We have been, and may continue to be, subjected to claims of violations which could lead to costly litigation. Compliance with these and future laws and regulations may involve significant costs potentially adversely impacting our business, results of operations and financial condition.

Our ability to compete successfully and achieve future growth will depend on our ability to obtain, maintain, protect, defend and enforce our intellectual property and to operate without infringing, misappropriating or otherwise violating the intellectual property of others. Our intellectual property is an essential asset of our business and insufficient protection or invalidation of these rights could significantly affect our business, results of operations and financial condition, including forcing us to, among other things, rebrand or re-design our affected products. Additionally, foreign laws may not adequately protect our intellectual property rights, including due to a lack of adequate remedies and enforcement mechanisms, posing considerable risks as we conduct a substantial portion of our operations and a majority of our sales outside of the United States. Third parties have claimed and may continue to claim that we have infringed upon, misappropriated or misused their proprietary rights. These allegations have led and may continue to lead to litigation, necessitating significant defense costs, even if we are successful. If we are not successful in defending against such claims, we could be required to pay substantial damages, halt the production, use and sale of certain products, invest heavily in developing or acquiring non-infringing technology, cease certain processes, obtain licenses to use the infringed technology or indemnify our customers. Any of these results would materially and adversely affect our business, results of operations and financial condition.

Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation. A portion of our products incorporate so-called “open source” software, and we may incorporate additional open source software in the future. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and adversely affect our business, results of operations and financial condition.

Our obligations to indemnify our customers for the infringement, misappropriation or other violation by our products of the intellectual property rights of others could require us to pay substantial damages and impose other costs and fees. We currently have in effect, and may in the future enter into, agreements in which we agree to defend, indemnify and hold harmless our customers or suppliers from damages and costs that may arise from the infringement, misappropriation or other violation by our products of third-party patents, trademarks or other proprietary rights. Litigation related to such obligations could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. Our insurance does not cover intellectual property infringement. Any of the foregoing could materially and adversely affect our business, results of operations and financial condition.

Any actual or perceived failure to comply with data privacy or security laws and regulations could lead to government enforcement actions, private litigation or adverse publicity and could materially and adversely affect our business. Privacy and data security have become significant issues in many jurisdictions where we conduct business. Due to the global nature of our business, our collection, processing, distribution, and storage of personal information is subject to a variety of evolving laws and regulations. Compliance with these existing and new privacy and data security requirements may increase our cost of doing business and, despite these efforts, there is a risk that we fail to comply and may become subject to government enforcement actions, fines and penalties, litigation and reputational harm. In the United States, these regulations include the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") for certain medical data in the US, as well as the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”). Internationally, virtually every jurisdiction in which we operate has established its own data privacy and security legal framework with which we must comply including the comprehensive European Union General Data Protection Regulation (“GDPR”), regulations in individual countries in the EU, including France and Germany, and UK GDPR in the United Kingdom. These laws and regulations and others that may be enacted in the future, may require us to modify our data processing practices and policies, incur substantial compliance-related costs and expenses, divert resources from other initiatives and project and otherwise suffer adverse impacts on our business. Further, they may be inconsistent from one jurisdiction to another, subject to differing interpretations and may be interpreted to conflict with our practices. We cannot ensure that our compliance programs and policies will be sufficient to protect us from claims, proceedings, liability or adverse publicity. Although we endeavor to comply with our policies, we may at times fail to do so or be alleged to have failed to do so.

We do not control our suppliers, customers or business partners, and their actions or omissions could harm our reputation and sales. We do not control our suppliers, customers or partners or their business practices. A violation of environmental or other laws by our suppliers, other customers or partners, or an environmental or public health incident at customer locations could create negative publicity and harm our reputation. Any conduct or actions that our suppliers could take could reduce demand for our products, harm our ability to meet demand or our reputation, brand image, business, results of operations and financial condition.

Portions of our workforce are represented by unions or works councils and are covered by collective bargaining agreements. Labor group representation has led to and may lead in the future to work stoppages that could materially and adversely affect our business. The majority of our EU employees are members of, or are represented by, works councils or trade unions and are covered by collective bargaining agreements, and a small number of our U.S. and U.K. employees are presently unionized. In addition, employees who are not currently members of, or otherwise represented by, labor organizations may seek such membership or representation, as applicable, in the future. We have in the past and may experience in the future work stoppages or other labor disturbances in the future, including in connection with the renegotiation of collective bargaining agreements as they expire, which could adversely affect our business. Union and

The elimination or any modification of the Price-Anderson Act’s financial protection and indemnification authority could have adverse consequences for our business. The Price-Anderson Act, supports the nuclear services industry by offering financial protection through nuclear liability insurance and broad indemnification for third-party public liability claims arising from a nuclear accident occurring at any commercial NPP in the United States. If the nuclear liability and indemnification authority in the United States or other countries is eliminated or adversely modified in the future, our business could be materially and adversely affected if the owners and operators of NPPs cancel or delay plans to build new plants or curtail the operations of existing plants. Although it is unlikely that the nuclear liability financial protection authority under the Price-Anderson Act would be completely abolished, some aspects of the Act could be changed during future reauthorizations and if the owners and operators of NPPs cancel or delay plans to build new plants or curtail the operations of existing plants as a result of such modifications our business could be adversely affected.

Certain of our products are subject to regulation by the FDA or international regulatory bodies as medical devices . If we are not able to obtain or maintain required approvals or registrations or if the timeline for receiving the approvals or registrations were to increase significantly due to staffing shortages we may not be able to continue to market and sell such products and it may make it more difficult for us to attract new customers, retain existing customers or maintain sales at existing levels, which could adversely affect our business. The FDA regulates virtually all aspects of a medical device design, development, testing, manufacturing, labeling, storage, record keeping, adverse event reporting, sale, promotion, distribution and shipping. Additionally, international marketing of these products requires approvals from international counterparts of the FDA, which can be a time consuming and uncertain process. We can offer no assurance that devices or their modifications will be approved or cleared by the FDA or international agencies in a timely manner or at all. Even with regulatory clearances or approvals, significant limitations on the products, indicated uses may be imposed.

We are subject to federal, state, local and international regulations related to healthcare, the violation of which could result in substantial penalties and harm to our business. Our operations are subject to numerous laws and regulations that affect our interactions with healthcare providers, particularly in sales, marketing and promotional activities. These laws limit financial arrangements with customers, potential customers, marketing consultants and other service providers, impacting how we structure our sales offerings, including discount practices, customer support, product loans, education and training programs, physician consulting, research grants and other service arrangements. Additionally, federal and state “false claims” laws generally prohibit the knowing filing or causing the filing of a false claim, or the knowing use of false statements to obtain payment from government payers. We are also subject to federal and state physician self-referral laws and laws protecting the confidentiality of certain patient health information such as the Health Insurance Portability and Accountability Act (“HIPAA”). Non-compliance with HIPAA can lead to civil and criminal liabilities, adverse publicity, and harm our business and financial condition and impair our ability to attract new customers.

Our indebtedness could adversely affect our financial condition. As of December 31, 2024, we had $694.6 million aggregate principal amount of indebtedness outstanding under our senior secured term loan facility (the “Term Loan Facility”) and there is additional availability under our senior secured revolving facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”) of up to $90.0 million. In addition, our Credit Facilities bear interest based on variable interest rates which have recently increased and may increase further from time to time in the future. Continued increases in interest rates will increase the cost of servicing our outstanding indebtedness as well incurring new indebtedness and refinancing our outstanding indebtedness, and could materially and adversely affect our business, results of operations and financial condition. Our indebtedness could have important consequences to us, such as requiring us to dedicate a significant portion of our cash flows to debt payments, reducing available funds for other needs, increasing vulnerability to economic changes, limiting business flexibility, placing us at a competitive disadvantage, restricting future financing options, and exposing us to variable interest rate risks. If we fail to make scheduled payments on our debt, we risk default, which could lead to lenders terminating their commitments, demanding immediate repayment, or foreclosing on secured assets, potentially resulting in bankruptcy or liquidation.

Fluctuations in our effective tax rate, including as a result of changes in law or recent changes in our organizational structure, or adverse outcomes resulting from examination of our income tax returns, could materially and adversely affect our results of operations. As a global company we are subject to taxation in numerous jurisdictions. Several factors, many beyond our control, could adversely affect our effective tax rate. These include changes in profitability across jurisdictions; inability to use tax credits; evolving tax laws and regulations, such as OECD Pillar Two legislation enacted in various countries in which we do business; non-deductible expenses; tax effects on acquisitions and restructuring; changes in deferred tax assets; results of tax audits and decisions regarding the reinvestment of foreign earnings. Any of these could significantly alter our effective tax rate, impacting our business, results of operations and cash flows.

The price of our Class A common stock may be volatile. The price of our Class A common stock has in the past, and may fluctuate due to a variety of factors, such as changes in industry conditions, competitor developments, regulatory changes, variations in operating performance and operating results, changed in global economic and geopolitical conditions, including the imposition of sanctions and tariffs, publications by securities analysts, public reactions to our press releases, filings with the SEC, actions by stockholders, personnel changes, litigation, changes in our capital structure, such as the issuance and potential sales of 6,504,885 shares of our Class A common stock upon the redemption of 6,504,885 shares of Class B common stock of Mirion IntermediateCo, Inc. (“IntermediateCo”) together with 6,504,885 shares of our Class B common stock outstanding as of December 31, 2024, announcements by us with regard to equity or other financing or acquisitions we may make, stock repurchases pursuant to our previously announced stock repurchase program, and the volume of shares available for sale by significant stockholders, and other risk factors listed in this section "Risk Factors."

We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business. We intend to continue making significant investments to support our business growth and may require additional funds to address business challenges, enhance our operating infrastructure, or acquire complementary businesses, personnel and technologies. This may necessitate engaging in equity, equity-linked or debt financings. Raising additional funds through future issuances of equity, equity-linked or convertible debt securities, could result in significant dilution for existing stockholders, and any new equity securities could have superior rights, preferences and privileges. Future debt financing might involve offering additional security interests and restrictive covenants, complicating capital activities and business opportunities, including potential acquisitions. Inadequate financing when needed could impair our ability to support our business growth and address challenges, potentially harming our business, results of operations and financial condition.

We are subject to certain ownership and voting power laws and regulations which may limit the ability of stockholders to acquire our Class A common stock and therefore limit demand for our Class A common stock. Under foreign direct investment (FDI) and public interest laws in various jurisdictions such as Germany, Finland, France, and the UK, certain acquisitions of our Class A common stock by investors necessitate government approval. For instance, German FDI law require foreign investors to obtain approval from the German Federal Ministry for Economic Affairs and Energy if they acquire at least 10% of the voting rights of the German company. Similar FDI laws exist in other jurisdictions in which we have substantial operations such as Finland, France, and the U.K., with specific thresholds for government approvals. These restrictions may limit investments and demand for shares of our Class A common stock.

Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair or delay a takeover attempt. Our Charter and Bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. Additionally, Delaware law contains anti-takeover provisions that could delay or prevent a change of control, particularly from one or more large stockholders owning 15% or more of our outstanding voting stock. Other provisions include the board of directors' authority to issue preferred stock without stockholder approval, no cumulative voting in director elections, the Board's exclusive right to fill certain vacancies, prohibitions on stockholder action by written consent and on stockholders calling special meetings, a requirement of a two-thirds vote for certain amendments, and advance notice procedures for stockholder nominations and proposals. These measures complicate the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our Charter includes forum selection clauses, which could discourage claims or limit stockholders’ ability to make a claim against us, our directors, officers, other employees or stockholders. Our Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in Delaware is the exclusive forum for any stockholder (including a beneficial owner) to bring derivative actions, claims for breach of a fiduciary duty, claims under the DGCL or the Company's governing documents , claims to which the DGCL confers jurisdiction on the Court of Chancery, and other specified claims against the Company or any current or former director, officer or other employee of the Company, to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. In addition, our Charter provides that, unless otherwise agreed in writing the

Due to the nature of our activities, we are at times subject to pending and threatened legal actions that arise out of the ordinary course of business. For 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. The disposition of any such currently pending or threatened matters is not expected to have a material effect on our business, results of operations or financial condition. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that our business, results of operations and financial condition could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources and other factors. 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.

a.Sale of Unregistered Equity Securities

•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 $800.9 million for the year ended December 31, 2023, of which 35.5% and 64.5% were generated in the Medical segment and the Nuclear & Safety segment, 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.

•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. 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

•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. These contracts can be long-term in nature and provide us with a strong pipeline for the recognition of future revenues in our Nuclear & Safety segment. We perform our services and provide our products at a fixed price for certain contracts. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. If our cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. 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. Global supply chain disruptions and the higher inflationary environment remain unpredictable and our past results may not be indicative of future performance. In addition, the increase in interest rates has in turn led to increases in the interest rates applicable to our indebtedness and increased our debt service costs.

•Tariffs or Sanctions—The United States imposed additional tariffs on imports from China and proposed new tariffs on other countries, which has resulted or may result in retaliatory tariffs and restrictions implemented by China and other countries. There are, at any given time, a multitude of ongoing or threatened armed conflicts around the world. 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. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time. From time to time we also divest businesses which could also impact our operating results.

•Environmental objectives of governments—Growth and operating results in our Nuclear & Safety segment are impacted by environmental policy decisions made by governments in the countries where we operate. Our nuclear power customers may benefit from decarbonization efforts given the relatively low carbon footprint of nuclear power to other existing energy sources.

•Government budgets—While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative.

•Research and development—A portion of our operating expenses is associated with research and development activities associated with the design of new products. Given the specific design and application of these products, there is some risk that these costs will not result in successful products in the market. 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.

•Global risk, including tariffs—Our business depends in part on operations and sales outside the United States. 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. If our customers or suppliers are impacted by these risk factors, we may see the reduction or cancellation of customer orders, or interruptions in raw materials and components.

•Tax risks—Our business and financial statements can be adversely affected by changes in tax rates or exposure to tax liabilities/assessments:

•Our effective tax rate could be impacted by changes in tax laws;

•Audits or assessments by tax authorities could result in additional tax payments for prior periods;

•Foreign remittance taxes have not been provided on undistributed earnings of certain of our non-US subsidiaries to the extent such earnings are considered to be indefinitely reinvested in operations. 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. Pillar Two has been agreed upon in principle by over 140 countries. Many countries have taken steps to enact Pillar Two legislation which we anticipate will be effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. While we are still evaluating the potential consequences in each country, we expect the impact to be immaterial.

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. Tax impacts for the non-GAAP financial measures are calculated based on the appropriate tax rate for each individual item presented.

(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.

(2)Non-operating expenses relate to costs that are nonrecurring in nature in our operations and are further described below.

(3)Pre-tax non-operating expenses of $12.7 million for the year ended December 31, 2024, include $5.5 million of restructuring related costs primarily from the closure of our Middleton, WI facility, $4.1 million in costs for one time set-up and integration for operational initiatives of which $3.6 million related to one-time set-up fees of our global procurement office, $2.4 million of information technology system set-up costs for our Radiation Therapy and Nuclear Medicine divisions which was substantially completed as of December 31, 2024, and $1.9 million related to mergers and acquisition expenses of which $1.4 million was for a one-time employee retention. Offsetting these items was a $1.2 million gain on the disposal of Rehab business.

(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.

(5)Pre-tax non-operating expenses of $30.7 million for the year ended December 31, 2022, include $9.9 million in costs for one time set-up and integration for operational initiatives, $8.0 million related to incremental one-time costs associated with becoming a public company, $6.0 million of restructuring costs, $3.8 million related to mergers and acquisition expenses, and $3.0 million of information technology system set-up costs to support public company requirements.

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. 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. Dosimetry solutions monitoring the total amount of radiation medical staff members are exposed to over time.

Nuclear & Safety includes products and services focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, laboratories and research and other industrial markets such as defense. For Nuclear Power Plants ("NPPs"), we sell products and services for use at any stage of their life (construction, operation, decommissioning and dismantling), with NPPs representing the majority of our sales into the nuclear end market.

In April 2023, one of our Russian customers made a claim against the Company, including liquidated damages for certain delays under the terms of an active project, in the amount of $19.3 million, and sent an updated claim statement in October 2023 totaling $21 million ($18 million of which accrue daily penalties), subject to a $14 million contractual cap (all amounts converted from Euros to U.S. Dollars). In November 2024, the Company reached an agreement to modify the underlying contract and the claim was rescinded by the customer. The modification was accounted for under ASC 606 Revenue Recognition which resulted in an immaterial impact to the Consolidated Statement of Operations for the fiscal year ended December 31, 2024.