Mirion Technologies Inc-A美股招股说明书(2025-09-29版)

(to Prospectus dated November 28, 2022) 17,309,846 Shares Class A Common Stock We are offering 17,309,846 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.” The last reported sale price of our Class Acommon stock on September 25, 2025 was $21.43. Concurrently with this offering of shares of our Class A common stock, we are offering 0.00% Convertible Senior Notes due 2031 (the “notes”) in the aggregateprincipal amount of $325,000,000 (or $375,000,000 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 $32.9million cost of the capped call transactions entered into with certain of the initial purchasers in the concurrentconvertible notes offering or affiliates thereof and certain other financial institutions (the “option counterparties”) in connection with the pricing of the concurrentconvertible notes offering as described below under “Description of Capped Call Transactions” and (ii) fund our planned acquisition of all of the outstandingmembership interests of WCI-Gigawatt Intermediate Holdco, LLC, as the indirect parent of Paragon Energy Solutions, LLC (the “Acquisition”), with any remaining netproceeds for general corporate purposes. If the Acquisition is not consummated for any reason, we expect to use any net proceeds, together with the net proceeds fromthe concurrent convertible notes offering, if consummated, remaining after payment of the cost of the capped call transactions for general corporate purposes. See “Useof 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. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us (1)See “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 2,596,476 shares of our Class A common stock, at the publicoffering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on September 30, 2025，which is the second business day following theinitial trade date for the shares of our Class A common stock (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expresslyagree otherwise. Accordingly, purchasers who wish to trade our Class A common stock prior to the business day preceding the settlement date will be required, by virtueof the fact that the shares of our Class A common stock initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failedsettlement. Purchasers of our Class A common stock who wish to trade the shares prior to the business day preceding the settlement date should consult their ownadvisors. Evercore ISI Goldman Sachs & Co. LLC Citigroup Truist Securit