What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 233 added, 140 removed, 718 unchanged (34% of the section changed)

3 unchanged sentences

(in millions, except par value)

September 30,

2025 March 31,

41 unchanged sentences

(in millions, except per share amounts)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Product $ 745.4 $ 695.9 $ 1,435.9 $ 1,352.2

16 unchanged sentences

( 2.4 ) ( 1.1 ) ( 4.1 ) ( 2.4 )

Gain on sale of business — ( 18.8 )

Loss (gain) on sale of businesses and equity investment, net 0.2 6.2 0.3 ( 12.6 )

Total non-operating expenses, net 12.7 24.8 26.8 35.0

Income from continuing operations before income tax expense

253.1 194.9 485.0 370.2

Income tax expense 60.6 43.5 114.5 78.8

Income from continuing operations, net of income tax

Income from discontinued operations, net of income tax — 5.6

192.5 151.4 370.4 291.3

(Loss) income from discontinued operations, net of income tax — ( 0.2 ) — 5.4

Net income 192.5 151.2 370.4 296.7

14 unchanged sentences

(in millions)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net income $ 192.5 $ 151.2 $ 370.4 $ 296.7

5 unchanged sentences

Change in cumulative foreign currency translation adjustment

Total other comprehensive income

Comprehensive income

( 5.6 ) 157.2 216.2 162.9

Total other comprehensive (loss) income ( 5.6 ) 157.2 216.2 162.8

Comprehensive income $ 186.3 $ 307.3 $ 585.4 $ 458.2

See notes to consolidated financial statements.

2 unchanged sentences

(in millions)

Three Months Ended June 30,

Six Months Ended September 30,

Operating activities:

4 unchanged sentences

Share-based compensation expense 33.1 32.3

Loss (gain) on the disposal of property, plant, equipment, and intangibles, net — 2.2

Gain on sale of businesses, net — ( 11.0 )

Loss on the disposal of property, plant, equipment, and intangibles, net 0.1 2.7

Loss (gain) on sale of businesses and equity investment, net 0.3 ( 4.5 )

Other items 13.2 0.6

8 unchanged sentences

Purchases of property, plant, equipment, and intangibles, net ( 180.1 ) ( 210.0 )

Proceeds from the sale of property, plant, equipment, and intangibles

Proceeds from the sale of businesses — 809.9

Purchase of investments ( 1.8 ) —

Acquisition of businesses, net of cash acquired ( 15.0 ) ( 17.5 )

18 unchanged sentences

(in millions, except per share amounts)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Ordinary Shares Retained

4 unchanged sentences

Number Amount

Balance at March 31, 2025 98.3 $ 4,420.4 $ 2,475.3 $ ( 292.3 ) $ 12.4 $ 6,615.8

Balance at June 30, 2025 98.4 $ 4,431.0 $ 2,596.5 $ ( 70.5 ) $ 12.9 $ 6,969.9

Comprehensive income:

6 unchanged sentences

— — ( 62.0 ) — — ( 62.0 )

Other changes in noncontrolling interest — — — — ( 0.1 ) ( 0.1 )

Balance at September 30, 2025 98.1 4,358.7 2,726.4 ( 76.1 ) 13.5 $ 7,022.5

Six Months Ended September 30, 2025

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Non-controlling

Interest Total

Number Amount

Balance at March 31, 2025 98.3 $ 4,420.4 $ 2,475.3 $ ( 292.3 ) $ 12.4 $ 6,615.8

Comprehensive income:

Net income — — 369.2 — 1.3 370.4

Other comprehensive income — — — 216.2 — 216.2

Repurchases of ordinary shares ( 0.5 ) ( 111.6 ) — — — ( 111.6 )

Equity compensation programs and other 0.3 50.0 — — — 50.0

Cash dividends – $ 1.20 per ordinary share

— — ( 118.1 ) — — ( 118.1 )

Other changes in noncontrolling interest holders — — — — ( 0.1 ) ( 0.1 )

Balance at September 30, 2025 98.1 4,358.7 2,726.4 ( 76.1 ) 13.5 $ 7,022.5

Three Months Ended September 30, 2024

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Loss Non-controlling

Interest Total

Number Amount

Balance at June 30, 2024 98.8 $ 4,499.6 $ 2,178.1 $ ( 323.1 ) $ 15.8 $ 6,370.4

Three Months Ended June 30, 2024

Comprehensive income:

— — 150.0 — 1.1 151.2

Other comprehensive income

— — — 157.2 — 157.2

Repurchases of ordinary shares ( 0.2 ) ( 42.9 ) ( 3.6 ) — — ( 46.4 )

Equity compensation programs and other 0.1 34.3 — — — 34.3

Cash dividends – $ 0.52 per ordinary share

— — ( 56.2 ) — — ( 56.2 )

Balance at September 30, 2024 98.7 4,491.0 2,268.3 ( 165.8 ) 17.0 $ 6,610.5

Six Months Ended September 30, 2024

Ordinary Shares Retained

14 unchanged sentences

Contributions from noncontrolling interest — — — — 2.5 2.5

Balance at June 30, 2024 98.8 4,499.6 2,178.1 ( 323.1 ) 15.8 $ 6,370.4

Balance at September 30, 2024 98.7 4,491.0 2,268.3 ( 165.8 ) 17.0 $ 6,610.5

See notes to consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Nature of Operations and Summary of Significant Accounting Policies

15 unchanged sentences

The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below.

A detailed description of our significant and critical accounting policies, estimates, and assumptions is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2025.

5 unchanged sentences

Our unaudited interim consolidated financial statements contain all material adjustments (including normal recurring accruals and adjustments) management believes are necessary to fairly state our financial condition, results of operations, and cash flows for the periods presented.

These interim consolidated financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the Securities and Exchange Commission ("SEC") on May 29, 2025.

The Consolidated Balance Sheet at March 31, 2025 was derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S.

10 unchanged sentences

Discontinued Operations

On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $ 787.5 million, subject to customary adjustments, and up to an additional $ 12.5 million in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025.

On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $ 787.5 million, subject to customary adjustments, and up to an additional $ 12.5 million in contingent payment had the Dental business achieved certain revenue targets in fiscal 2025.

The transaction was structured as an equity sale and closed on May 31, 2024.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Consolidated Statements of Income for all periods presented.

7 unchanged sentences

We revise the estimates and assumptions as new information becomes available.

This means that operating results for the three month period ended June 30, 2025 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2026.

This means that operating results for the six month period ended September 30, 2025 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2026.

Contract Liabilities

2 unchanged sentences

Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year.

During the first three months of fiscal 2026, $ 38.5 million of the March 31, 2025 deferred revenue balance was recorded as revenue.

During the first three months of fiscal 2025, $ 46.0 million of the March 31, 2024 deferred revenue balance was recorded as revenue.

During the first six months of fiscal 2026, $ 47.5 million of the March 31, 2025 deferred revenue balance was recorded as revenue.

During the first six months of fiscal 2025, $ 52.1 million of the March 31, 2024 deferred revenue balance was recorded as revenue.

Refer to Note 8 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.

3 unchanged sentences

With regard to service, these remaining performance obligations primarily include installation, certification, and outsourced reprocessing services.

As of June 30, 2025, the transaction price allocated to remaining performance obligations was approximately $ 1,824.0 million.

As of September 30, 2025, the transaction price allocated to remaining performance obligations was approximately $ 1,926.4 million.

We expect to recognize approximately 53 % of the transaction price within one year and approximately 38 % beyond one year.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Recently Issued Accounting Standards Impacting the Company

20 unchanged sentences

We are currently assessing the impact of this standard update on our disclosures in the notes to the consolidated financial statements.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

ASU 2025-06 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software September 2025 The standard removes all references to prescriptive and sequential software development stages and requires entities to begin capitalizing software costs when management has both authorized and committed to funding the software project, and it is probable that the project will both be completed and the software will be used to perform the function intended.

Capitalized internal-use software costs are now subject to the same disclosure requirements as property, plant, and equipment (PPE), even if they are presented as intangible assets or under a different line item.

The amendments in this standard are effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted.

NA We are in the process of evaluating the impact that the standard update will have on our consolidated financial statements.

Restructuring

3 unchanged sentences

These restructuring actions were designed to enhance profitability and improve efficiency.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

The following table summarizes our total pre-tax restructuring expenses recorded during the first three months ended June 30, 2025 and 2024 related to the Restructuring Plan:

(in millions) Three Months Ended June 30,

The following table summarizes our total pre-tax restructuring expenses recorded during the three and six months ended September 30, 2025 and 2024 related to the Restructuring Plan:

(in millions) Three Months Ended September 30, Six Months Ended September 30,

Restructuring Plan 2025 2024 2025 2024

Severance and other compensation related costs

$ 1.6 $ 1.8 $ 3.3 $ 23.3

Lease and other contract termination and other costs

Product rationalization (1)

0.2 1.0 0.2 4.0

Product rationalization (credits) charges (1)

( 1.0 ) — ( 1.0 ) 2.4

Accelerated depreciation and amortization 0.3 — 0.4 1.3

Total Restructuring Expense

$ 1.2 $ 2.8 $ 2.9 $ 30.9

(1) Recorded in Cost of revenues on the Consolidated Statements of Income.

The Restructuring Plan expenses incurred during the first three months ended June 30, 2025 and 2024 primarily related to actions taken within our Healthcare segment.

The Restructuring Plan expenses incurred during the three and six months ended September 30, 2025 and 2024 primarily related to actions taken within our Healthcare segment.

Total pre-tax restructuring expense of $ 109.6 million has been recorded relating to the Restructuring Plan since inception, of which $ 33.6 million has been recorded in Cost of revenues.

4 unchanged sentences

Fiscal 2026 Charges

Balance at June 30, 2025 $ 16.2

Balance at September 30, 2025 $ 13.1

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

Business Acquisitions and Divestitures

During the first three months of fiscal 2026, we completed a tuck-in acquisition which continued to expand our product and service offerings in the Healthcare segment.

During the first six months of fiscal 2026, we completed a tuck-in acquisition which continued to expand our product and service offerings in the Healthcare segment.

Total aggregate consideration was approximately $ 15.0 million.

During the first three months of fiscal 2025, we completed several tuck-in acquisitions, which continued to expand our product and service offerings in the Healthcare and AST segments.

During the first six months of fiscal 2025, we completed several tuck-in acquisitions, which continued to expand our product and service offerings in the Healthcare and AST segments.

Total aggregate consideration was approximately $ 17.5 million.

Acquisition and integration expenses totaled $ 0.5 million and $ 2.3 million for the three months ended June 30, 2025 and 2024, respectively.

Acquisition and integration expenses totaled $ 1.3 million and $ 1.8 million for the three and six months ended September 30, 2025, respectively.

Acquisition and integration expenses totaled $ 3.2 million and $ 5.5 million for the three and six months ended September 30, 2024, respectively.

Acquisition and integration expenses are reported in the Selling, general and administrative expenses line of our Consolidated Statements of Income and include, but are not limited to, investment banker, advisory, legal and other professional fees, and certain employee-related expenses.

4 unchanged sentences

On April 1, 2024, we completed the sale of the Controlled Environment Certification Services business.

We recorded net proceeds of $ 41.5 million and recognized a pre-tax gain on the sale of $ 18.8 million in the first three months of fiscal 2025.

We recorded net proceeds of $ 41.9 million and recognized a pre-tax gain on the sale of $ 19.2 million in the first six months of fiscal 2025.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Discontinued Operations

On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $ 787.5 million, subject to customary adjustments, and up to an additional $ 12.5 million in contingent payment had the Dental business achieved certain revenue targets in fiscal 2025.

No amounts have been recorded with respect to this contingent consideration.

The transaction was structured as an equity sale and closed on May 31, 2024.

4 unchanged sentences

A majority of the proceeds received from the sale were utilized to pay off existing debt.

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three months ending June 30, 2024:

Three Months Ended June 30,

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three and six months ending September 30, 2024:

Three Months Ended September 30, Six Months Ended September 30,

(in millions) 2024 2024

1 unchanged sentence

Cost of revenues:

Product — 35.1

Gross profit:

3 unchanged sentences

Income from operations (1)

Non-operating expenses (income), net — —

Pre-tax loss on sale

Income before income tax expense

Income tax expense

Income from discontinued operations, net of income tax

(1) Income from operations for the three month period ended June 30, 2024 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.

The effective income tax rate for the three month period ending June 30, 2024 from discontinued operations was 21.4 %.

( 0.3 ) ( 8.1 )

(Loss) income before income tax expense ( 0.3 ) 6.8

Income tax (benefit) expense ( 0.1 ) 1.5

(Loss) income from discontinued operations, net of income tax ( 0.2 ) 5.4

(1) Income from operations for the six month period ended September 30, 2024 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.

The effective income tax rate for the three and six month periods ending September 30, 2024 from discontinued operations were 21.1 % and 21.4 %, respectively.

Significant non-cash operating items and capital expenditures related to discontinued operations are reflected in the statement of cash flows as follows:

Three Months Ended June 30,

Six Months Ended September 30,

(in millions) 2024

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Inventories, Net

2 unchanged sentences

Inventories, net consisted of the following:

(in millions) June 30,

(in millions) September 30,

2025 March 31,

6 unchanged sentences

Information related to the major categories of our depreciable assets is as follows:

(in millions) June 30,

(in millions) September 30,

2025 March 31,

12 unchanged sentences

Indebtedness was as follows:

(in millions) June 30,

(in millions) September 30,

2025 March 31,

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $ 1,100.0 million revolving credit facility (the “Revolving Credit Facility”), which replaced a prior credit agreement, dated as of March 19, 2021.

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Additional Consolidated Balance Sheet Information

Additional information related to our Consolidated Balance Sheets is as follows:

(in millions) June 30,

(in millions) September 30,

2025 March 31,

32 unchanged sentences

The law has multiple effective dates, with certain provisions applicable to years beginning after fiscal 2026.

We are currently assessing its impact on our consolidated financial statements.

The law did not have a material impact on our consolidated financial statements for the three and six month periods ending September 30, 2025, and we do not expect it to have a material impact on our effective tax rate.

Our effective tax rate is affected by (i) the tax rates in Ireland (our country of domicile), the United States, and other jurisdictions in which we operate, and (ii) the relative amount of income before income taxes by geography.

The effective income tax rates for the three month periods ended June 30, 2025 and 2024 from continuing operations were 23.3 % and 20.1 %, respectively.

The fiscal 2026 effective tax rates increased when compared to fiscal 2025, primarily due to changes in geographic mix of projected profits and unfavorable changes in discrete items.

The effective income tax rates for the three month periods ended September 30, 2025 and 2024 from continuing operations were 23.9 % and 22.3 %, respectively.

The effective income tax rates for the six month periods ended September 30, 2025 and 2024 from continuing operations were 23.6 % and 21.3 %, respectively.

The fiscal 2026 effective tax rates increased when

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

compared to fiscal 2025, primarily due to changes in geographic mix of projected profits and unfavorable changes in discrete items.

Income tax expense is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items.

6 unchanged sentences

An agreement was reached on final interest rates, which also impacted subsequent years through 2020.

The total federal, state, and local tax impact of the settlement including interest is approximately $ 12.0 million for the fiscal years 2016 through 2020, materially all of which has been paid through June 30, 2025.

In November 2023, we received two Notices of Deficiency from the IRS regarding the previously disclosed deemed dividend inclusions and associated withholding tax matter.

4 unchanged sentences

An unfavorable outcome is not expected to have a material adverse impact on our consolidated financial position but could be material to our consolidated results of operations and cash flows for any one period.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

Commitments and Contingencies

11 unchanged sentences

Further, the Company may incur material defense costs as a result of such proceedings, which may also divert management attention from other priorities.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

From time to time, STERIS is also involved in legal proceedings as a plaintiff involving contract, patent protection, and other claims asserted by us.

5 unchanged sentences

The Term Sheets and the settlement agreements are expected to lead to resolution of substantially all of the claims for personal injury related to EO that are currently pending in the Circuit Court of Cook County, Illinois.

Pursuant to the Term Sheets, the Company has entered into and expects to enter into additional settlement agreements to pay up to $ 48.2 million to settle claims.

Pursuant to the Term Sheets, the Company has entered into settlement agreements to pay up to $ 48.2 million to settle claims.

We recorded a charge for this amount in fiscal 2025, and the remaining liability is included in the "Accrued expenses and other" line within our Consolidated Balance Sheets.

None of the Term Sheets nor any such settlement agreements are an admission of liability or that emissions from the Waukegan, Illinois facility ever posed a safety hazard to the people who live or work in the surrounding areas.

The Term Sheets call for establishment of a claims administration process that includes guidelines and procedures for administering individual settlements, which process is expected to continue through the fourth quarter of fiscal 2026.

The Company anticipates dismissal of all pending EO-related claims brought by the covered plaintiffs upon completion of the claims administration process and approval by the court.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

The Company may exercise walkaway rights with respect to the claims covered by the Term Sheets if certain agreed terms are not fulfilled, including if a substantial majority of plaintiffs in such cases do not agree to settle or are disqualified under the applicable terms or the resulting settlements are ultimately not approved by the court.

17 unchanged sentences

In addition, our procedural products also include endoscopy accessories, instruments, and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

Our AST segment supports medical device and pharmaceutical manufacturers through a global network of contract sterilization and laboratory testing facilities, and integrated sterilization equipment and control systems.

10 unchanged sentences

The accounting policies for reportable segments are the same as those for the consolidated Company.

For the three months e nded June 30, 2025 and 2024 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

For the three and six months e nded September 30, 2025 and 2024 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

A dditional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

The following table compares business segment revenues and business segment and Corporate operating income for the three months e nded June 30, 2025 and 2024:

Three Months Ended June 30, 2025

The following table compares business segment revenues and business segment and Corporate operating income for the three months e nded September 30, 2025 and 2024:

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

Three Months Ended September 30, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

11 unchanged sentences

Total income from operations

Three Months Ended September 30, 2024

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 944.2 $ 256.7 $ 127.9 $ — $ 1,328.9

Segment expenses

Cost of revenues 541.5 134.1 57.4

Selling, general, and administrative 151.0 11.8 14.7

Research and development 23.7 0.9 2.1

Total income from operations before adjustments $ 228.0 $ 109.9 $ 53.7 $ ( 97.1 ) $ 294.5

Amortization of acquired intangible assets (1)

Acquisition and integration related charges (2)

Tax restructuring credits (3)

Amortization of inventory and property "step up" to fair value (1)

Restructuring charges (4)

Total income from operations

(1) For more information regarding our recent acquisitions and divestitures, refer to Note 3 titled, "Business Acquisitions and Divestitures."

(2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.

(3) Costs incurred (credits recognized) in tax restructuring.

(4) For more information regarding our restructuring efforts, refer to Note 2 titled, "Restructuring ."

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, 2024

For the Three and Six Months Ended September 30, 2025 and 2024

The following table compares business segment revenues and business segment and Corporate operating income for the six months e nded September 30, 2025 and 2024:

Six Months Ended September 30, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

11 unchanged sentences

Total income from operations

Six Months Ended September 30, 2024

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 1,845.5 $ 506.5 $ 256.4 $ — $ 2,608.4

Segment expenses

Cost of revenues 1,052.5 250.1 116.4

Selling, general, and administrative 301.9 27.3 29.5

Research and development 46.2 1.6 4.3

Total income from operations before adjustments $ 444.9 $ 227.6 $ 106.3 $ ( 198.9 ) $ 579.9

Amortization of acquired intangible assets (1)

Acquisition and integration related charges (2)

Tax restructuring costs (3)

Amortization of inventory and property "step up" to fair value (1)

Restructuring charges (4)

Total income from operations

(1) For more information regarding our recent acquisitions and divestitures, refer to Note 3 titled, "Business Acquisitions and Divestitures."

(2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.

(3) Costs incurred in tax restructuring.

(3) Costs incurred (credits recognized) in tax restructuring.

(4) For more information regarding our restructuring efforts, refer to Note 2 titled, "Restructuring ."

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

Assets include the current and long-lived assets directly attributable to the segment based on the management of the location or on utilization.

4 unchanged sentences

Therefore, their respective amounts are reported together.

(in millions) June 30,

(in millions) September 30,

2025 March 31,

2 unchanged sentences

$ 10,410.7 $ 10,146.8

Three Months Ended June 30,

Six Months Ended September 30,

(in millions) 2025 2024

7 unchanged sentences

Total Depreciation, Depletion, and Amortization $ 241.1 $ 228.0

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

Financial information for each of our United States and international geographic areas is presented in the following table.

1 unchanged sentence

Property, plant, and equipment, net are those assets that are identified within the operations in each geographic area.

(in millions) June 30,

(in millions) September 30,

2025 March 31,

4 unchanged sentences

Property, Plant, and Equipment, Net $ 2,091.5 $ 1,956.5

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

(in millions) 2025 2024 2025 2024

4 unchanged sentences

$ 1,460.3 $ 1,328.9 $ 2,851.4 $ 2,608.4

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

Additional information regarding our fiscal 2026 and fiscal 2025 revenue is disclosed in the following table:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

(in millions) 2025 2024 2025 2024

12 unchanged sentences

Total Revenues $ 1,460.3 $ 1,328.9 $ 2,851.4 $ 2,608.4

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

Shares and Preferred Shares

6 unchanged sentences

The following is a summary of shares and share equivalents outstanding used in the calculations of basic and diluted earnings per share:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

Denominator (shares in millions):

2025 2024 2025 2024

Weighted average shares outstanding—basic 98.4 98.7 98.4 98.8

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Options to purchase the following number of shares were outstanding but excluded from the computation of diluted earnings per share because the combined exercise prices, unamortized fair values, and assumed tax benefits upon exercise were greater than the average market price for the shares during the periods, so including these options would be anti-dilutive:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

(shares in millions) 2025 2024 2025 2024

Number of share options 0.6 0.6 0.6 0.6

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

Additional Authorized Shares

2 unchanged sentences

On May 3, 2023 our Board of Directors terminated the previous share repurchase program and authorized a new share repurchase program for the purchase of up to $ 500.0 million (exclusive of fees, commissions, and other charges).

As of June 30, 2025, there was $ 300.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program.

As of September 30, 2025, there was $ 200.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program.

The share repurchase program has no specified expiration date.

1 unchanged sentence

Any share repurchases may be activated, suspended or discontinued at any time.

During the first three months of fiscal 2026, we had no share repurchase activity pursuant to share repurchase program authorizations.

During the first three months of fiscal 2025, we repurchased 0.3 million of our ordinary shares for the aggregate amount of $ 56.1 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

During the first three months of fiscal 2026, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 10.6 million in connection with share-based compensation award programs.

During the first three months of fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 10.3 million in connection with share-based compensation award programs.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

During the first six months of fiscal 2026, we repurchased 0.4 million of our ordinary shares for the aggregate amount of $ 100.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

During the first six months of fiscal 2025, we repurchased 0.4 million of our ordinary shares for the aggregate amount of $ 100.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

During the first six months of fiscal 2026, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 11.1 million in connection with share-based compensation award programs.

During the first six months of fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 10.6 million in connection with share-based compensation award programs.

Share-Based Compensation

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or a few other jurisdictions may provide for continued vesting after “retirement,” if certain conditions are met.

As of June 30, 2025, 1.7 million ordinary shares remained available for grant under the long-term incentive plan.

As of September 30, 2025, 1.7 million ordinary shares remained available for grant under the long-term incentive plan.

The fair value of share-based stock option compensation awards was estimated at their grant date using the Black-Scholes-Merton option pricing model.

3 unchanged sentences

The expense is classified as Cost of revenues or Selling, general, and administrative expenses in a manner consistent with the employee’s compensation and benefits.

The following weighted average assumptions were used for options granted during the first three months of fiscal 2026 and 2025:

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three and Six Months Ended September 30, 2025 and 2024

The following weighted average assumptions were used for options granted during the first six months of fiscal 2026 and 2025:

Fiscal 2026 Fiscal 2025

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Expected volatility of stock 28.16 % 28.47 %

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

The risk-free interest rate is based upon the U.S.

15 unchanged sentences

Exercised ( 139,983 ) 117.05

Outstanding at June 30, 2025 1,918,907 $ 195.36 6.0 years $ 95.1

Exercisable at June 30, 2025 1,411,885 $ 176.20 5.0 years $ 92.6

We estimate that 0.5 million of the non-vested stock options outstanding at June 30, 2025 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 240.22 closing price of our ordinary shares on June 30, 2025 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

Forfeited ( 4,539 ) 240.22

Outstanding at September 30, 2025 1,858,063 $ 198.30 5.9 years $ 96.1

Exercisable at September 30, 2025 1,355,580 $ 179.59 4.9 years $ 92.6

We estimate that 0.5 million of the non-vested stock options outstanding at September 30, 2025 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 247.44 closing price of our ordinary shares on September 30, 2025 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

The aggregate intrinsic value is not recorded for financial accounting purposes and the value changes daily based on the daily changes in the fair market value of our ordinary shares.

The total intrinsic value of stock options exercised during the first three months of fiscal 2026 and fiscal 2025 was $ 9.4 million and $ 12.4 million, respectively.

Net cash proceeds from the exercise of stock options were $ 9.3 million and $ 5.6 million for the first three months of fiscal 2026 and fiscal 2025, respectively.

The weighted average grant date fair value of stock option grants was $ 68.44 and $ 66.87 for the first three months of fiscal 2026 and fiscal 2025, respectively.

The total intrinsic value of stock options exercised during the first six months of fiscal 2026 and fiscal 2025 was $ 17.9 million and $ 24.4 million, respectively.

Net cash proceeds from the exercise of stock options were $ 16.9 million and $ 19.1 million for the first six months of fiscal 2026 and fiscal 2025, respectively.

The weighted average grant date fair value of stock option grants was $ 69.28 and $ 67.81 for the first six months of fiscal 2026 and fiscal 2025, respectively.

A summary of the non-vested restricted share and share unit activity is presented below:

4 unchanged sentences

Forfeited ( 10,018 ) ( 1,642 ) 216.65

Non-vested at June 30, 2025 480,200 33,603 $ 225.48

Restricted shares and restricted share unit grants are valued based on the closing stock price at the grant date.

The value of restricted shares and units that vested during the first three months of fiscal 2026 at the time of grant was $ 25.8 million.

As of June 30, 2025, there was a total of $ 88.4 million in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

We expect to recognize the cost over a weighted average period of 1.7 years.

Non-vested at September 30, 2025 476,685 33,153 $ 225.94

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Restricted shares and restricted share unit grants are valued based on the closing stock price at the grant date.

The value of restricted shares and units that vested during the first six months of fiscal 2026 at the time of grant was $ 27.9 million.

As of September 30, 2025, there was a total of $ 70.1 million in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

We expect to recognize the cost over a weighted average period of 1.6 years.

Financial and Other Guarantees

5 unchanged sentences

We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.

Changes in our warranty liability during the first three months of fiscal 2026 were as follows:

Changes in our warranty liability during the first six months of fiscal 2026 were as follows:

(in millions) Warranties

2 unchanged sentences

Settlements made during the period ( 10.1 )

Balance at June 30, 2025 $ 16.1

Balance at September 30, 2025 $ 16.0

Derivatives and Hedging

9 unchanged sentences

We do not use derivative financial instruments for speculative purposes.

At June 30, 2025, we held net foreign currency forward contracts to buy 38.0 million British pounds sterling;

and to sell 13.0 million Australian dollars, 12.3 million euros, and 9.0 million New Zealand dollars.

At June 30, 2025, we held commodity swap contracts to buy 0.4 million pounds of nickel.

At September 30, 2025, we held net foreign currency forward contracts to buy 8.5 million euros;

and to sell 9.0 million Australian dollars, and 8.0 million New Zealand dollars.

At September 30, 2025, we held commodity swap contracts to buy 0.3 million pounds of nickel.

(in millions) Asset Derivatives Liability Derivatives

Fair Value at Fair Value at Fair Value at Fair Value at

Balance sheet location June 30, 2025 March 31, 2025 June 30, 2025 March 31, 2025

Balance sheet location September 30, 2025 March 31, 2025 September 30, 2025 March 31, 2025

Prepaid & other $ 0.2 $ 0.1 $ — $ —

1 unchanged sentence

The following table presents the impact of derivative instruments and their location within the Consolidated Statements of Income:

(in millions) Location of gain (loss)

recognized in income Amount of gain (loss) recognized in income

Three Months Ended June 30,

(in millions) Location of (loss) gain recognized in income Amount of (loss) gain recognized in income

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Foreign currency forward contracts Selling, general and administrative $ ( 0.6 ) $ 2.5 $ 0.5 $ 2.9

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Fair Value Measurements

5 unchanged sentences

and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the entity to develop its own assumptions.

The following table shows the fair value of our financial assets and liabilities at June 30, 2025 and March 31, 2025:

The following table shows the fair value of our financial assets and liabilities at September 30, 2025 and March 31, 2025:

Fair Value Measurements

4 unchanged sentences

Level 1 Level 2 Level 3

June 30, March 31, June 30, March 31, June 30, March 31, June 30, March 31,

September 30, March 31, September 30, March 31, September 30, March 31, September 30, March 31,

Cash and cash equivalents $ 319.2 $ 171.7 $ 319.2 $ 171.7 $ — $ — $ — $ —

17 unchanged sentences

Changes in the fair value of these investments are recorded in the Interest income and miscellaneous (income) expense line of the Consolidated Statements of Income.

During each of the first three months of fiscal 2026 and 2025, we recorded gains of $ 0.1 million related to these investments.

During the first six months of fiscal 2026 and 2025, we recorded gains of $ 0.2 million and $0.1 million, respectively, related to these investments.

(3) We estimate the fair value of our debt using discounted cash flow analyses, based on estimated current incremental borrowing rates for similar types of borrowing arrangement s.

2 unchanged sentences

Contingent consideration obligations are classified in the consolidated balance sheets as accrued expense (short-term) and other liabilities (long-term), as appropriate based on the contractual payment dates.

As of both June 30, 2025 and March 31, 2025, we also held $ 14.3 million of other investments without readily determinable fair values measured at cost and classified as level 3.

As of September 30, 2025 and March 31, 2025, we also held $ 16.0 million and $ 14.3 million, respectively, of other investments without readily determinable fair values measured at cost and classified as level 3.

These investments are included in Other assets on the Consolidated Balance Sheets.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

For the Three Months Ended June 30, 2025 and 2024

For the Three and Six Months Ended September 30, 2025 and 2024

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Currency Translation is not adjusted for income taxes.

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three months ended June 30, 2025 and 2024 were as follows:

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and six months ended September 30, 2025 and 2024 were as follows:

(in millions) Defined Benefit Plans (1)

Currency Translation Total Accumulated Other Comprehensive Loss

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

Three Months Six Months Three Months Six Months Three Months Six Months

Beginning Balance $ ( 0.6 ) $ ( 0.6 ) $ ( 69.9 ) $ ( 291.8 ) $ ( 70.5 ) $ ( 292.3 )

Other Comprehensive Income before reclassifications

0.1 221.8 222.0

Other Comprehensive Income (Loss) before reclassifications 0.1 0.2 ( 5.6 ) 216.2 ( 5.5 ) 216.5

Amounts reclassified from Accumulated Other Comprehensive Loss

( 0.1 ) ( 0.2 ) — — ( 0.1 ) ( 0.2 )

Net current-period Other Comprehensive Income

— 221.8 221.8

Balance at June 30, 2025 $ ( 0.6 ) $ ( 69.9 ) $ ( 70.5 )

Net current-period Other Comprehensive Income (Loss) — — ( 5.6 ) 216.2 ( 5.6 ) 216.2

Balance at September 30, 2025 $ ( 0.6 ) $ ( 0.6 ) $ ( 75.5 ) $ ( 75.5 ) $ ( 76.1 ) $ ( 76.1 )

(in millions) Defined Benefit Plans (1)

Currency Translation Total Accumulated Other Comprehensive Loss

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

Three Months Six Months Three Months Six Months Three Months Six Months

Beginning Balance $ ( 0.9 ) $ ( 0.7 ) $ ( 322.2 ) $ ( 327.9 ) $ ( 323.1 ) $ ( 328.7 )

2 unchanged sentences

Amounts reclassified from Accumulated Other Comprehensive Loss ( 0.1 ) ( 0.2 ) — 27.1 ( 0.1 ) 26.9

Net current-period Other Comprehensive (Loss) Income

( 0.2 ) 5.8 5.6

Balance at June 30, 2024 $ ( 0.9 ) $ ( 322.2 ) $ ( 323.1 )

Net current-period Other Comprehensive Income (Loss) — ( 0.1 ) 157.2 162.9 157.2 162.8

Balance at September 30, 2024 $ ( 0.8 ) $ ( 0.8 ) $ ( 165.0 ) $ ( 165.0 ) $ ( 165.8 ) $ ( 165.8 )

(1) The amortization (gain) of defined benefit pension items is reported in the Interest and miscellaneous (income) expense line of our Consolidated Statements of Income.

2 unchanged sentences

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of June 30, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the three-month periods ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”).

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of September 30, 2025, the related consolidated statements of income, comprehensive income and shareholders’ equity for the three- and six-month periods ended September 30, 2025 and 2024 and the consolidated statements of cash flows for the six-month periods ended September 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”).

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S.

13 unchanged sentences

Cleveland, Ohio

August 7, 2025

November 6, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements