Mirion Technologies Inc-A美股招股说明书(2025-09-24版)

PRELIMINARY PROSPECTUS SUPPLEMENT(to Prospectus dated November 28, 2022) Class A Common Stock We are offering $350,000,000 of shares of our Class A common stock, par value $0.0001 per share. Our Class A common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “MIR.” Assuming a public offering price of $24.60 pershare, the last reported sale price of our Class A common stock on September 23, 2025, we would be offering 14,227,642 shares of our ClassA common stock. Concurrently with this offering of shares of our Class A common stock, we are offering% Convertible Senior Notes due 2031 (the “notes”) in the aggregateprincipal amount of $250,000,000 (or $287,500,000 if the initial purchasers of the notes in such offering exercise their option to purchase additional notes in full) topersons reasonably believed to be qualified institutional buyers (“QIBs”) in an offering exempt from registration under the Securities Act of 1933, as amended (the“Securities Act”) pursuant to a separate offering memorandum (the “concurrent convertible notes offering”). The completion of this offering is not contingent on thecompletion of the concurrent convertible notes offering, and the completion of the concurrent convertible notes offering is not contingent on the completion of thisoffering. Accordingly, you should not assume that the concurrent convertible notes offering will be consummated on the terms described in this prospectus supplement,or at all. This prospectus supplement and the accompanying prospectus are not an offer to sell or a solicitation of an offer to buy any securities being offered in theconcurrent convertible notes offering. See “Description of Concurrent Convertible Notes Offering” for a summary of the terms of the notes and a further description ofthe concurrent convertible notes offering. We expect to use the net proceeds from this offering, together with the net proceeds from the concurrent convertible notes offering (as defined herein), ifconsummated, to (i) pay the approximately $million cost of the capped call transactions to be entered into with one or more of the initial purchasers in the concurrentconvertible notes offering or affiliates thereof and/or other financial institutions (the “option counterparties”) in connection with the pricing of the concurrent convertiblenotes offering as described below under “Description of Capped Call Transactions” and (ii) fund our planned acquisition of all of the outstanding membership interestsof WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC (the “Acquisition”), with any remaining net proceeds for generalcorporate purposes. If the Acquisition is not consummated for any reason, we expect to use any net proceeds, together with the net proceeds from the concurrentconvertible notes offering, if consummated, remaining after payment of the cost of the capped call transactions for general corporate purposes. See “Use of Proceeds.” Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-11of this prospectus supplement and in thedocuments that are incorporated by reference into this prospectus supplement and the accompanying prospectus to read about factors you should considerbefore deciding to invest in shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. Proceeds, Before Expenses, to Us (1)See “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the underwriters. We intend to grant the underwriters an option for a period of 30 days to purchase up to an additional $50,000,000 ofshares of our Class A common stock, at thepublic offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on September Goldman Sachs & Co. LLCCitigroup Morgan Stanley TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDESCRIPTION OF CONCURRENT CONVERTIBLE NOTES OFFERINGDESCRIPTION OF CAPPED CALL TRANSACTIONSDESCRIPTION OF CAPITAL STOCKMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITING(CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSFREQUENTLY USED TERMSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTR