MIR 10-K & 10-Q changes, risk factors and insider trading

We are a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical,nuclear, nuclearmedical and defense markets, as well as laboratories, scientific research, analysis, and space exploration.

Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices and security systems for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring. We provide dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as product handling, medical imaging furniture, and rehabilitation products. We provide robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices and security systems for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.

We manage and report results of operations in two business segments: Medical and Nuclear & Safety.Safety and Medical.

•Our revenues were $925.4 million for the year ended December 31, 2025, of which 66.4% and 33.6% were generated in the Nuclear & Safety segment and the Medical segment, respectively. Revenues were $860.8 million for the year ended December 31, 2024, of which 34.8%65.2% and 65.2%34.8% were generated in the MedicalNuclear segment& Safety and the Nuclear & SafetyMedical segment, respectively. Revenues were $800.9 million for the year ended December 31, 2023, of which 35.5%64.5% and 64.5%35.5% were generated in the MedicalNuclear & Safety segment and the Nuclear & SafetyMedical 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) waswere $811.9$1,104.3 million and $857.1$811.9 million as of December 31, 2024,2025, and December 31, 2023,2024, respectively.

•Nuclear power end market trends—Growth and operating results in our Nuclear & Safety segment are impacted by:

•InternationalGeopolitical Conflictsand suchTrade asConditions—Geopolitical and trade conditions, including related to matters affecting Russia, the Russia-Ukrainerelationships conflictbetween the United States and China, and conflict in the Middle East—International conflictsand suchrisks asrelated theto Russia-Ukrainetariffs conflictand whichglobal hastrade relations, export controls and other trade barriers have 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,infrastructure. including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of customer projects.

•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 ourout operations, or impact our ability to meet existing contractual obligations.

•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, global trade relations 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.

•The OECD (OrganisationOrganization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar Two) forand multinationalmany enterprisescountries withhave annual global revenues exceeding €750 million.incorporated Pillar Two hasmodel beenrule agreedconcepts uponinto intheir principledomestic by over 140 countries. Many countries have taken steps to enactlaws. Pillar Two legislation which we anticipate will beis 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.immaterial, Pillar Two could impact our cash taxes paid and effective tax rate.

We use the non-GAAP financial measures “EBITDA,EBITA,” “EBITA,EBITDA,” 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 88, 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.

The following tablestable presentpresents a reconciliation of certain non-GAAP financial measures for the years ended December 31, 2024,2025, December 31, 2023,2024, and December 31, 2022.2023.

(52)Pre-tax non-operating expenses of $30.7$23.0 million for the year ended December 31, 2022,2025, include $9.9$15.7 million inof costs for one time set-upmergers and integration for operational initiatives, $8.0 million related to incremental one-timeacquisitions costs associated with becomingour aacquisitions publicof company,Paragon $6.0and Certrec; $2.9 million of restructuring costs,and $3.8other related costs; $1.9 million of consulting costs related to mergersNuclear and& acquisitionSafety expenses,segment andenterprise $3.0resource planning implementations which were substantially completed as of December 31, 2025; $1.3 million of informationone-time technologyconsulting systemfees set-up costsrelated to supportIT publicservices companysourcing requirements.excellence; and a $1.0 million asset impairment of an equity investment (100% impairment).

The following tables present a reconciliationreconciliations of non-GAAP Adjusted EBITDA by segment for the years ended December 31, 2024,2025, December 31, 2023,2024, and December 31, 2022.2023.

We manage and report our business in two business segments: Medical and Nuclear & Safety.Safety and Medical.

Recent Developments in 2025

The United States, the European Union, the United Kingdom and other governments have implemented major trade and financial sanctions against Russia and related parties in response to Russia's invasion of Ukraine. We do business with Russian customers both within and outside of Russia and with customers who have contracts with Russian counterparties. The conflict’s impact on the Company is predominantly in our Nuclear & Safety segment. As of December 31, 2024,2025, the Company has approximately $7.1$15.8 million in net contract assets and accounts receivable for Russian customers and channel partners. The Company maintains $12.9$3.2 million in advance payment guarantees and $13.0$9.8 million in performance guarantees in support of these projects. The remaining performance obligations in our backlog for Russian-related projects waswere approximately $115.5$103.2 million at December 31, 2024.2025. While we have not experienced significant impacts to our business results from these sanctions, the Company will continue to monitor the social, political, regulatory and economic environment in Ukraine and Russia, and will consider actions as appropriate.

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 controlscontrols, 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 32.1%32.9% of our net sales for the quarter ended MarchJune 31,30, 2026 and approximately 37.1% 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.

•Our revenues were $257.6$266.8 million for the three months ended MarchJune 31,30, 2026,2026 and $202.0$222.9 million for the three months ended MarchJune 31,30, 2025, of which 72.0%69.8% and 66.0%63.6% were generated in the Nuclear & Safety segment for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 28.0%30.2% and 34.0%36.4% were generated in the Medical segment for the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively.

•Remaining performance obligationsBacklog (representing committed but undelivered contracts and purchase orders) was $1,120.6$1,138.6 million and $1,104.3 million as of MarchJune 31,30, 2026, and December 31, 2025, respectively.

•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.negative, primarily related to revenues in our Labs and Research and Defense end markets.

The following tables present a reconciliation of certain non-GAAP financial measures for the three and six months ended MarchJune 31,30, 2026,2026 and for the three and six months ended MarchJune 31,30, 2025.

(1)Pre-tax non-operating expenses of $4.9$0.7 million for the three months ended MarchJune 31,30, 2026 include $4.6$0.5 million of restructuring and other related costs and $0.2 million of mergers and acquisitions expenses, primarily consisting of nonrecurring third-party consulting and professional fees..fees.

(2)Pre-tax non-operating expenses of $1.2$3.5 million for the three months ended MarchJune 31,30, 2025 include $0.7$1.9 million of one-timerestructuring consultingand feesother related tocosts; IT$1.0 servicesmillion sourcingof excellenceasset impairment charges of our equity investment (100% impairment); $0.3 million of mergers and $0.5acquisitions expenses; and $0.3 million of consulting costs related to Nuclear & Safety segment enterprise resource planning software upgrades.

The following tables present a reconciliation of GAAP income from operations to non-GAAP Adjusted EBITDA by segment for the three and six months ended MarchJune 31,30, 2026,2026 and the three and six months ended MarchJune 31,30, 2025.

For the Three Months Ended MarchJune 31,30, 2026,2026 and the Three Months Ended MarchJune 31,30, 2025

Revenues were $257.6$266.8 million for the three months ended MarchJune 31,30, 2026 and $202.0$222.9 million for the three months ended MarchJune 31,30, 2025. Our Nuclear & Safety segment contributed $185.5$186.2 million and $133.4$141.7 million of revenues for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our Medical segment contributed $72.1$80.6 million and $68.6$81.2 million of revenues for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Gross profit was $119.1$133.1 million and $96.1$102.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, resulting in a $23.0$30.6 million increase from the three months ended MarchJune 31,30, 2025.

Net (loss) income was $(3.4)$8.1 million for the three months ended MarchJune 31,30, 2026 and $0.4net income was $8.5 million for the three months ended MarchJune 31,30, 2025. Our Nuclear & Safety segment contributed $20.9$26.0 million and $21.7$19.0 million of income from operations for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our Medical segment contributed $7.8$14.8 million and $6.7$10.9 million of income from operations for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The overall decrease in net income is primarily driven by increaseda cost$1.0 ofmillion goodsunrealized soldforeign currency loss in the Nuclearcurrent &period Safetyas opposed to a $13.5 million gain in the prior period as a result of fluctuations in the exchange rate between the US Dollar and Medicalthe segments, increased compensation costs, andEuro, increased amortization of intangible assets associated with recent acquisitions.acquisitions, increased employee compensation costs, and an increase in income tax expense. Partially offsetting these items was increased revenues in the Nuclear & Safety andsegment Medicalprimarily segments,driven by acquisitions, improved gross profit margins, decreased interest expense, and ana increasednonrecurring benefit$5.8 frommillion incomeloss taxes.on debt extinguishment in the prior period.

Revenues were $257.6$266.8 million for the three months ended MarchJune 31,30, 2026 and $202.0$222.9 million for the three months ended MarchJune 31,30, 2025. Revenues increased $55.6$43.9 million from the three months ended MarchJune 31,30, 2025.

MedicalNuclear & Safety segment revenues increased for the three months ended MarchJune 31,30, 2026 compared with the three months ended MarchJune 31,30, 2025 primarily due to price increases, organic volume growth, and foreign exchange impacts.impacts, and recent acquisitions.

Cost of revenues was $138.5$133.7 million for the three months ended MarchJune 31,30, 2026 and $105.9$120.4 million for the three months ended MarchJune 31,30, 2025, an increase of $32.6$13.3 million period over period.

Cost of revenues related to the Nuclear & Safety segment increased $31.6$19.1 million period over period. The increase was primarily driven by inflation of $1.7 million, increased employee medical costs of $1.0 million, foreign exchange impacts of $3.2 million, unfavorable margin mix of $2.9 million, inflation of $2.1$0.6 million, and costs associated with the recent acquisitions of $22.5$20.2 million. These changes were partially offset by positive margin mix impact of $4.5 million.

Cost of revenues related to the Medical segment increaseddecreased $1.0$2.6 million period over period asdue to a resultdecline ofin foreignorganic exchangevolume, impactspartially andoffset increasedby costs of material and labor.inflation.

Selling, general and administrative (“SG&A”) expenses were $105.8$105.1 million for the three months ended MarchJune 31,30, 2026 and $78.7$82.6 million for the three months ended MarchJune 31,30, 2025, resulting in an increase of $27.1$22.5 million period over period.

Our Nuclear & Safety segment incurred higher SG&A expenses of $21.1$20.5 million for the three months ended MarchJune 31,30, 2026 compared with the three months ended MarchJune 31,30, 2025. The increase was driven by increased employee compensation costs,costs related to newly acquired entities, amortization expense from newly acquired intangible assets, and foreign exchange impacts, and increased depreciation.impacts.

Our Medical segment incurred higherlower SG&A expenses of $0.5$1.7 million for the three months ended MarchJune 31,30, 2026 compared with the three months ended MarchJune 31,30, 2025. The increasedecrease was driven by increased compensation costs, partially offset by lower amortization expense for intangible assets.assets, partially offset by increased employee compensation costs.

Corporate SG&A expenses were $23.2$21.3 million for the three months ended MarchJune 31,30, 2026 and $17.7$17.6 million for the three months ended MarchJune 31,30, 2025. The increase of $5.5$3.7 million was primarily driven by currentincreased periodstock mergerscompensation costs, including additional expenses related to performance stock options ("PSOs") granted during the quarter, and acquisitioncosts expensesassociated aswith wellthe asestablishment increasedof a new artificial intelligence function. These costs were partially offset by a decrease in compensation costs.

Research and development expenses

Research and development (“R&D”) expenses were $9.6$10.1 million for the three months ended MarchJune 31,30, 2026 and $8.7$10.0 million for the three months ended MarchJune 31,30, 2025, resulting in ana increase of $0.9$0.1 million period over period.

Income from operations was $3.7$17.9 million for the three months ended MarchJune 31,30, 2026 compared with $8.7$9.9 million for the three months ended MarchJune 31,30, 2025. On a segment basis, income from operations in the Nuclear & Safety segment for the three months ended MarchJune 31,30, 2026 and three months ended MarchJune 31,30, 2025 was $20.9$26.0 million and $21.7$19.0 million, respectively, representing aan decreaseincrease of $0.8$7.0 million period over period. Income from operations in the Medical segment for the three months ended MarchJune 31,30, 2026 and 2025 was $7.8$14.8 million and $6.7$10.9 million, respectively, representing an increase of $1.1$3.9 million period over period. Corporate expensesloss werefrom $25.0operations was $22.9 million and $19.7$20.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, representing an increaseincreased loss of $5.3$2.9 million period over period. See “Business segments” and “Corporate and other” below for further details.

Interest expense, net, was $5.0$5.8 million for the three months ended MarchJune 31,30, 2026 and $10.6$9.8 million for the three months ended MarchJune 31,30, 2025. The $5.6$4.0 million decrease in interest expense, netnet, was due to decreased SOFR from the prior period, the $244.6 million decrease in the term loan balance as a result of the debt refinancing during the three months ended June 30, 2025, the 0.25% interest rate negotiated on the $400.0 million offering of Convertible Senior Notes due 2030 completed during the three months ended June 30,30 2025, and additional interest earned on cash deposits in the current period. For more information, see Note 8, Borrowings, Note 9, Convertible Debt, and Note 17, Derivatives and Hedging, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Foreign currency gain,(gain) loss, net

We recorded a $3.7$1.0 million net loss for the three months ended MarchJune 31,30, 2026 and a $2.8$13.5 million net gain for the three months ended MarchJune 31,30, 2025 from foreign currency exchange. The change in foreign currency loss (lossgain) gain,, net is due primarily to fluctuations in European local currencies in relation to the U.S. dollar and the related impact on our intercompany loans.

The effective income tax rate was 34.6%28.3% and 33.3%(9.0)% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The difference in effective tax rate between the periods was primarily attributable to mix of earnings.

The following provides detail for business segment results for the three months ended MarchJune 31,30, 2026 and 2025. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and SG&A expenses predominantly related to corporate costs, which are included in Corporate and Other in the table below. Interest expense, foreign currency loss (gain), net, loss on debt extinguishment, and other expense (income), net, are not allocated to segments.

For reconciliations of segment revenues and operating (loss) income to our consolidated results, see Note 15, Segment Information, to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Nuclear & Safety segment revenues increased for the three months ended MarchJune 31,30, 2026 compared with the three months ended MarchJune 31,30, 2025 primarily due to $2.0 million of price increases, $1.3 million of organic volume growth, and positive foreign exchange fluctuations of $6.4$1.3 million and $1.8 million of organic volume growth, primarily driven by military and civil defense, partially offset by a decline in growth within the labs and research end-market.million. Additional drivers include $1.7$39.8 million of price increases and $42.2 million of additional revenue fromassociated thewith recent acquisitions.

Income from operations was $20.9$26.0 million and $21.7$19.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Income from operations decreasedincreased $0.8$7.0 million period over period driven primarily by the changes in revenues described above and an improvement in gross margins from the prior period as a result of positive margin mix. These changes were partially offset by a loss from operations associated with recent acquisitions (inclusive of purchase accounting intangibles amortization of $8.4 million). Other impacts to the business include $2.1 million in negative foreign exchange and inflationary impacts on operating expenses. These changes were partially offset by the increase in revenues described above.

Medical segment revenues increaseddecreased for the three months ended MarchJune 31,30, 2026 compared with the three months ended MarchJune 31,30, 2025 primarily due to $2.1a decline in volume of $9.5 million, specifically driven by a decline within Asia-Pacific countries due to the introduced tariff regime in prior years paired with a decline in dosimetry product sales, partially offset by price increases of $5.4 million of price increases, $0.7 million inand organic volume growth,growth andof $0.7$3.4 million ofwithin foreignthe exchangecameras fluctuations.product line.

Income from operations was $7.8$14.8 million and $6.7$10.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, representing a $1.1$3.9 million increase in income from operations period over period. The increase in income from operations period over period was largely due to increased revenues as described above, a reduction in amortization expense of $0.3$0.8 million,million and improved gross margins from the prior period as a result of positive margin mix, partially offset by decreased revenues as described above and increased employee compensation costs of $0.8$0.9 million.

Corporate and other costs include costs associated with our corporate headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives.initiatives (e.g., business combination transaction expenses, merger and acquisition activities, restructuring and other initiatives).

Corporate and other costs were $25.0$22.9 million for the three months ended MarchJune 31,30, 2026 and $19.7$20.0 million for the three months ended MarchJune 31,30, 2025, which represents an increase of $5.3$2.9 million period over period. The increase versus the comparable period was predominantly driven by increased current period mergers and acquisition expenses of $3.4 million and increasedstock compensation costs of $1.9$2.7 million, ofincluding which $0.8$1.8 million isof additional expense related to PSOs granted during the quarter, and $1.0 million of costs associated with the establishment of a new artificial intelligence function. These were partially offset by a $1.0 million decrease in employee compensation costs.