Mirion Technologies, Inc.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025, as further updated and supplemented below, which could materially affect our business, results of operations, and financial condition. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.

Our operating results may be impacted by the effects of, and changes in, worldwide economic conditions, geopolitical tensions, international trade, tariffs and retaliatory countermeasures, export controls, foreign localization requirements and other trade barriers, global trade wars or domestic preferences, any of which could increase our costs and materially and adversely affect our business, results of operations and financial condition. Our global business, operations, and the execution of our business strategies and plans are subject to global competition and economic and geopolitical risks that are beyond our control, such as, among other things, tariffs and retaliatory countermeasures, trade barriers and other governmental protectionist measures impacting international trade agreements or imposing trade restrictions, including requirements that our equipment be localized or sourced in-country for public tenders opportunities, any of which can negatively affect us. Geopolitical tensions, including the ongoing conflict involving Iran, have contributed to uncertainty in the broader macroeconomic environment, including volatility in energy markets and continued concerns regarding inflation and interest rates. Additionally, heightened geopolitical tensions and uncertainties related to trade wars have caused economic disruption and uncertainty, which may impact customer spending, project timing, and overall demand for the Company's products. These factors may continue to negatively affect our financial results and operating cash flows. We are unable to predict the extent or duration of these impacts, including the effect of any further escalation or related governmental or market responses, on our business, financial condition and results of operations.

There is currently significant uncertainty about future trade relationships between the United States and various other countries, most significantly Russia, Canada, Mexico, and China. Further escalation of specific trade tensions, including those between the U.S. and China, or more broadly in global trade conflicts, could materially and adversely affect the Company’s business and operations. The U.S. government and other governments have imposed export controls and tariffs on certain products and certain components that we import into, and export out of, the United States, and we, our customers, suppliers, and partners may become subject to additional tariffs and export controls and our products and services may be subject to increased competition outside of the United States. China continues to expand localization requirements that could require us to localize manufacturing or source local components, or to otherwise modify our business operations. Compliance with those requirements could increase our costs or delay or prevent sales and reduce demand for our equipment. In addition, geopolitical tensions could result in, among other things, cyberattacks, supply chain disruptions, higher energy and other commodity costs, lower demand, changes to foreign exchange rates and financial markets. Additional tariffs and trade restrictions may result in increased manufacturing costs and product pricing, further supply chain disruptions, limit access to end markets and lower profitability. We also generate a significant amount of our revenue outside of the United States which may be adversely affected by tariffs and trade controls imposed by other countries. Revenue generated from outside of North America accounted for approximately 28.4% of our net sales for the quarter ended September 30, 2026 and approximately 37% of our net sales for the year ended December 31, 2025, and international sales are expected to remain a material percentage of our total revenue in future periods. If we are not successful in offsetting the impact of tariffs, export controls, trade barriers, localization requirements and other geopolitical disruptions, our business, results of operations and financial condition may be adversely affected.

The use of Artificial Intelligence (AI) and machine learning technologies in our business and operations may result in legal liability, regulatory action, increased compliance obligations, competitive or reputational harm, ethical or other concerns and adversely affect our business, financial condition and results of operations. We use artificial intelligence, including generative artificial intelligence and machine learning technologies, such as deep learning, in certain business operations and rely on third-party products and services that incorporate artificial intelligence technologies. Artificial intelligence systems, particularly generative artificial intelligence and artificial intelligence tools used in software development, may produce inaccurate, biased, misleading, incomplete, or defective outputs, including code errors, security vulnerabilities or intellectual property issues, and reliance on such outputs or on artificial intelligence systems designed, trained, operated or used by vendors or other third parties could expose us to liability, regulatory scrutiny or reputational harm. In particular, security vulnerabilities in our, or vendor generative AI tools, may create attack vectors exposing our data and/or systems. Artificial intelligence tools may also mishandle sensitive information in ways which could have an adverse effect on our business, results of operations and financial condition.

If competitors or other third parties adopt artificial intelligence more quickly or effectively than us, our competitive position, reputation and operations could be adversely affected. Further, there can be no assurance that our use of artificial intelligence will increase our efficiency or profitability as its cost increases, or be beneficial to our business.

Laws and regulations governing artificial intelligence technologies are rapidly evolving and complex, including in the areas of intellectual property, cybersecurity, privacy and data protection, employment, consumer protection, product liability, securities, defamation and other areas. Existing and proposed laws and regulations in the United States and the European Union, including the European Union’s Artificial Intelligence Act and a growing number of U.S. state artificial intelligence laws, may impose additional governance, transparency, assessment, monitoring, reporting and other compliance obligations on companies that develop, deploy or use artificial intelligence tools, including third-party artificial intelligence tools.

Although we have implemented and continue to enhance policies, procedures and governance controls intended to help address certain risks presented by these technologies, our employees may not fully abide by those controls and these measures may not fully address or prevent legal, regulatory, operational, reputational, ethical or other risks. Compliance with evolving artificial intelligence laws, regulations and industry standards relating to artificial intelligence may impose significant costs, require changes to our governance processes or business practices, limit our ability to develop, deploy or use artificial intelligence technologies in our business, or expose us to regulatory inquiries, investigations, enforcement actions, litigation or other claims. There has been an increase in artificial intelligence-related litigation and government regulatory actions targeting the design, deployment and other uses of artificial intelligence and claiming liability under numerous areas of law, such as consumer protection, product liability, privacy, intellectual property, employment, securities, and defamation. Any of these risks could have an adverse effect on our business, results of operations and financial condition.

Our growth strategy depends in part on plans to supply our products and services to small modular reactors ("SMRs") and other advanced reactors in the United States, an emerging market that may grow more slowly than we expect. Sales to SMRs and advanced reactor developers are currently a small but growing part of our business and our strategy assumes this share will increase over time. We have pursued agreements with a number of companies building SMRs, but they face commercialization obstacles, including reactor design, regulatory licensing, and securing customers willing and able to make large investments in emerging nuclear technologies. Many rely significantly on government support for licensing, fuel production, and first-of-a-kind construction. If political support for nuclear energy declines or funding or tax incentives change, our SMR and advanced reactor partners may be unable to obtain the financing they require, which could cause them to delay, scale back, or cancel projects and reduce demand for our products and services. Many of these companies are also publicly traded with volatile stock prices, and a sustained decline could impair their ability to raise the capital needed to carry out their plans, and some are also new entrants that may fail operationally even if they develop a successful reactor, which could harm the broader market. If these risks materialize, demand for our products and services in this market may develop more slowly than we expect, or not at all. Any of the foregoing could have an adverse effect on our business, results of operations, and financial condition.

Supply chain issues, including electronic component shortages driven by artificial intelligence and data center demand, could disrupt production, cause delays and increase 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 rely on third-party suppliers 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. Suppliers’ capacity constraints and decreased availability of key materials could cause increased expenses, production interruptions, delays, extended lead times, and inefficiencies, and adversely impact our business, results of operations and financial condition. In particular, our products incorporate electronic components, for which demand has increased significantly due to global investment in artificial intelligence and the rapid expansion of hyperscale data center infrastructure. As suppliers prioritize capacity for these allocations, we have experienced, and may continue to experience, reduced availability, longer and less predictable lead times, accelerated obsolescence and higher costs for certain components. These constraints could delay our production and deliveries, impair our ability to meet customer demand and contractual commitments, delay revenue recognition, compress margins on our fixed-price and limited price-escalation contracts, and cause our results of operations to fluctuate. Although we seek to mitigate these risks through supplier relationships, dual-sourcing, strategic inventory purchases, and pricing actions, these measures may be insufficient.

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%, 37%, and 36% of our net sales for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. International sales are expected to remain a material percentage of our total net sales in future periods. Regional political and economic instability can impact these operations. In particular, we have significant revenue and operations in Europe, including France, where we are exposed to economic weakness in the Eurozone, political and fiscal uncertainty (including government budget and sovereign credit pressures), and social unrest, strikes and other labor actions. These factors could disrupt our operations, increase our costs, limit the financing our customers depend on and reduce demand for our products or compress our margins, and adversely affect our business, results of operations and financial condition.