What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 212 added, 119 removed, 342 unchanged (49% of the section changed)

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• where cash is expected to come from to fund future debt principal repayments, growth outside of core operations, repurchases of shares, cash dividends and future working capital needs.

As you read the MD&A, it may be helpful to refer to information in our consolidated financial statements contained herein, which present the results of our operations for the first three months of fiscal 2026 and fiscal 2025.

It may also be helpful to refer to 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, including information in Item 1, "Business," Part I, Item 1A, "Risk Factors," and Note 12 to our consolidated financial statements titled, "Commitments and Contingencies," and Part II, Item 1A, "Risk Factors" of this Quarterly Report, for a discussion of some of the matters that can adversely affect our business and results of operations.

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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.

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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.

The transaction

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

$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.

A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results.

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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.

Revenues increased 8.7% to $1,391.1 million for the three months ended June 30, 2025, as compared to $1,279.5 million for the same period in the prior year.

The increase reflects the benefits of higher volume and pricing, with all three segments contributing to growth.

Gross profit percentage for the first three months of fiscal 2026 was 45.1% compared to the gross profit percentage for the first three months of fiscal 2025 of 44.7%.

The increase in gross profit percentage for the three month period reflects favorable impacts from pricing, productivity, and other cost reductions that were partially offset by unfavorable impacts from inflation, tariff costs, mix, and material costs.

Income from operations for the first three months of fiscal 2026 was $246.0 million, compared to income from operations of $185.5 million for the first three months of fiscal 2025.

The increase in income from operations for the three month period is primarily due to increased volume and pricing and lower restructuring expenses, which was partially offset by increased labor costs.

Cash flows from operations were $420.0 million and free cash flow was $326.5 million for the first three months of fiscal 2026 compared to cash flows from operations of $303.7 million and free cash flow of $195.7 million for the first three months of fiscal 2025 (see the subsection below titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).

The fiscal 2026 increase in cash flows from operations and free cash flow resulted from an increase in earnings and from the increase in cash provided by working capital, primarily driven by a higher accounts payable balance due to timing of disbursements when compared to the same prior year period.

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.

Revenues increased 9.9% to $1,460.3 million for the three months ended September 30, 2025, as compared to $1,328.9 million for the same period in the prior year.

Revenues increased 9.3% to $2,851.4 million for the six months ended September 30, 2025, as compared to $2,608.4 million for the same period in the prior year.

The increase during the three and six month periods reflects the benefits of higher volume and pricing, with all three segments contributing to growth.

Gross profit percentage for the second quarter of fiscal 2026 was 44.2% compared to the gross profit percentage for the second quarter of fiscal 2025 of 43.6%.

Gross profit percentage for the first six months of fiscal 2026 was 44.7% compared to the gross profit percentage for the first six months of fiscal 2025 of 44.1%.

The increase in gross profit percentage for the three and six month periods reflects favorable impacts from pricing, productivity, mix, and other cost reductions that were partially offset by unfavorable impacts from inflation, and tariff costs.

Income from operations for the second quarter of fiscal 2026 was $265.8 million, compared to income from operations of $219.7 million for the second quarter of fiscal 2025.

Income from operations for the first six months of fiscal 2026 was $511.8 million, compared to income from operations of $405.2 million for the first six months of fiscal 2025.

The increase in income from operations for the three and six month periods is primarily due to increased volume and pricing, which was partially offset by inflation and tariff costs.

Additionally, income from operations during the first six months of fiscal 2026 reflected the benefit of lower restructuring expenses.

Cash flows from operations were $707.8 million and free cash flow was $527.7 million for the first six months of fiscal 2026 compared to cash flows from operations of $554.5 million and free cash flow of $344.5 million for the first six months of fiscal 2025 (see the subsection below titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).

The fiscal 2026 increase in cash flows from operations and free cash flow resulted from an increase in earnings and from the increase in cash provided by working capital improvements.

Free cash flow was also impacted by a decrease in capital expenditures when compared to the same prior year period.

Our debt-to-total capital ratio was 21.5% at June 30, 2025 and 23.6% at March 31, 2025.

During the first three months of fiscal 2026, we declared and paid cash dividends totaling $0.57 per ordinary share.

Additional information regarding our financial performance during the first quarter of fiscal 2026 is included in the subsection below titled “Results of Operations.”

Our debt-to-total capital ratio was 21.3% at September 30, 2025 and 23.6% at March 31, 2025.

During the first six months of fiscal 2026, we declared and paid cash dividends totaling $1.20 per ordinary share.

Additional information regarding our financial performance during the second quarter of fiscal 2026 is included in the subsection below titled “Results of Operations.”

NON-GAAP FINANCIAL MEASURES

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These non-GAAP financial measures are presented with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision-making.

These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.

These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it

will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.

We believe that the presentation of these non-GAAP financial measures, when considered along with our U.S.

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We use this as a measure to gauge our ability to pay cash dividends, fund growth outside of core operations, fund future debt principal repayments, and repurchase shares.

The following table summarizes the calculation of our free cash flow for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

The following table summarizes the calculation of our free cash flow for the six months ended September 30, 2025 and 2024:

Six Months Ended September 30,

(in millions) 2025 2024

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

Proceeds from the sale of property, plant, equipment, and intangibles 0.1 —

Free cash flow $ 527.7 $ 344.5

Results of Operations

In the following subsections, we discuss our earnings and the factors affecting earnings for the first three months of fiscal 2026 compared to the same fiscal 2025 periods.

In the following subsections, we discuss our earnings and the factors affecting earnings for the first six months of fiscal 2026 compared to the same fiscal 2025 periods.

We begin with a general overview of our operating results and then separately discuss earnings for our operating segments.

The following table compares our revenues for the three months ended June 30, 2025 to the revenues for the three months ended June 30, 2024:

Three Months Ended June 30,

The following tables compare our revenues for the three and six months ended September 30, 2025 to the revenues for the three and six months ended September 30, 2024:

Three Months Ended September 30,

(dollars in millions) 2025 2024 Change Percent Change

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Other foreign revenues 357.8 326.6 31.2 9.5 %

Revenues increased 8.7% to $1,391.1 million for the three months ended June 30, 2025, as compared to $1,279.5 million for the same period in the prior year.

Revenues increased 9.9% to $1,460.3 million for the three months ended September 30, 2025, as compared to $1,328.9 million for the same period in the prior year.

The increase reflects organic growth in all three segments due to the benefits of higher volume and pricing.

Service revenues increased 12.9% for the three months ended September 30, 2025, as compared to the same period in the prior year, reflecting growth in all three segments.

Consumable revenues increased by 9.1% for the three months ended September 30, 2025, as compared to the same period in the prior year, reflecting growth in the Healthcare and Life Sciences segments.

Capital equipment revenues increased 4.2% for the three months ended September 30, 2025, as compared to the same period in the prior year, reflecting increases in the Life Sciences and Healthcare segments.

Ireland revenues increased 19.8% to $27.3 million for the three months ended September 30, 2025, as compared to $22.8 million for the same period in the prior year, reflecting growth in capital and service revenues, partially offset by a decline in consumable revenues.

United States revenues increased 9.8% to $1,075.2 million for the three months ended September 30, 2025, as compared to $979.5 million for the same period in the prior year, reflecting growth in service, consumable, and capital revenues.

Revenues from other foreign locations increased 9.5% to $357.8 million for the three months ended September 30, 2025, as compared to $326.6 million for the same period in the prior year, reflecting growth in the Europe, Middle East & Africa, Asia Pacific, Latin America, and Canada.

Six Months Ended September 30,

(dollars in millions) 2025 2024 Change Percent Change

Total revenues $ 2,851.4 $ 2,608.4 $ 243.0 9.3 %

Revenues by type:

Service revenues 1,415.4 1,256.2 159.2 12.7 %

Consumable revenues 886.9 828.4 58.5 7.1 %

Capital equipment revenues 549.0 523.8 25.2 4.8 %

Revenues by geography:

Ireland revenues 49.8 45.0 4.8 10.7 %

United States revenues 2,100.9 1,926.4 174.4 9.1 %

Other foreign revenues 700.7 637.0 63.7 10.0 %

Revenues increased 9.3% to $2,851.4 million for the six months ended September 30, 2025, as compared to $2,608.4 million for the same period in the prior year.

The increase reflects the benefits of higher volume and pricing, with all three segments contributing to growth.

Service revenues increased 12.4% for the three months ended June 30, 2025, as compared to the same period in the prior year, reflecting growth in all three segments.

Consumable revenues increased by 5.0% for the three months ended June 30, 2025, as compared to the same period in the prior year, reflecting growth in the Healthcare and Life Sciences segments.

Capital equipment revenues increased 5.5% for the three months ended June 30, 2025, as compared to the same period in the prior year, driven primarily by growth in the Healthcare segment.

Ireland revenues increased 1.4% to $22.5 million for the three months ended June 30, 2025, as compared to $22.2 million for the same period in the prior year, reflecting growth in service revenues, which was partially offset by a decline in consumable and capital equipment revenues.

United States revenues increased 8.3% to $1,025.6 million for the three months ended June 30, 2025, as compared to $946.9 million for the same period in the prior year, reflecting growth in service, consumable, and capital equipment revenues.

Revenues from other foreign locations increased 10.5% to $342.9 million for the three months ended June 30, 2025, as compared to $310.4 million for the same period in the prior year.

Service revenues increased 12.7% for the six months ended September 30, 2025, as compared to the same period in the prior year, reflecting growth in all three segments.

Consumable revenues increased by 7.1% for the six months ended September 30, 2025, as compared to the same period in the prior year, reflecting growth in the Healthcare and Life Sciences segments.

Capital equipment revenues increased 4.8% for the six months ended September 30, 2025, as compared to the same period in the prior year, driven primarily by growth in the Life Sciences and Healthcare segments.

Ireland revenues increased 10.7% to $49.8 million for the six months ended September 30, 2025, as compared to $45.0 million for the same period in the prior year, reflecting growth in capital and service revenues, which was partially offset by a decline in consumable revenues.

United States revenues increased 9.1% to $2,100.9 million for the six months ended September 30, 2025, as compared to $1,926.4 million for the same period in the prior year, reflecting growth in service, consumable, and capital equipment revenues.

Revenues from other foreign locations increased 10.0% to $700.7 million for the six months ended September 30, 2025, as compared to $637.0 million for the same period in the prior year.

The increase reflects growth within Europe, Middle East & Africa, Asia Pacific, Latin America, and Canada.

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Our gross profit is affected by the volume, pricing, and mix of sales of our products and services, as well as the costs associated with the products and services that are sold.

The following table compares our gross profit for the three months ended June 30, 2025 to the three months ended June 30, 2024:

Three Months Ended June 30, Change Percent

The following tables compare our gross profit for the three and six months ended September 30, 2025 to the three and six months ended September 30, 2024:

Three Months Ended September 30, Change Percent

(dollars in millions) 2025 2024

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Total gross profit percentage 44.2 % 43.6 %

Gross profit percentage for the first three months of fiscal 2026 was 45.1% compared to gross profit percentage for the first three months of fiscal of 2025 of 44.7%.

Favorable impacts from pricing (130 basis points), productivity (70 basis points), and other cost reductions (40 basis points) were partially offset by unfavorable impacts from inflation (80 basis points), tariff costs (70 basis points), mix (30 basis points), and material costs (20 basis points).

Gross profit percentage for the second quarter of fiscal 2026 was 44.2% compared to the gross profit percentage for the second quarter of fiscal 2025 of 43.6%.

Favorable impacts from pricing (120 basis points), productivity (90 basis points), mix (50 basis points), and other cost reductions (30 basis points) were partially offset by unfavorable impacts from inflation (100 basis points), tariff costs (90 basis points), material costs (30 basis points), and currency (10 basis points).

Six Months Ended September 30, Change Percent

(dollars in millions) 2025 2024

Gross profit:

Product $ 685.4 $ 643.1 $ 42.4 6.6 %

Service 588.4 508.2 80.3 15.8 %

Total gross profit $ 1,273.9 $ 1,151.2 $ 122.7 10.7 %

Gross profit percentage:

Product 47.7 % 47.6 %

Service 41.6 % 40.5 %

Total gross profit percentage 44.7 % 44.1 %

Gross profit percentage for the first six months of fiscal 2026 was 44.7% compared to gross profit percentage for the first six months of fiscal of 2025 of 44.1%.

Favorable impacts from pricing (120 basis points), productivity (80 basis points), other cost reductions (50 basis points), and mix (10 basis points) were partially offset by unfavorable impacts from inflation (90 basis points), tariff costs (80 basis points), and material costs (30 basis points).

Operating Expenses.

The following table compares our operating expenses for the three months ended June 30, 2025 to the three months ended June 30, 2024:

Three Months Ended June 30, Change Percent

The following table compares our operating expenses for the three and six months ended September 30, 2025 to the three and six months ended September 30, 2024:

Three Months Ended September 30, Change Percent

(dollars in millions) 2025 2024

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Research and development 28.2 27.0 1.2 4.4 %

Restructuring expenses 1.8 25.7 (23.9) nm

Restructuring expenses 2.2 2.8 $ (0.6) (21.5) %

Total operating expenses $ 380.1 $ 359.1 $ 21.0 5.8 %

nm - not meaningful

Six Months Ended September 30, Change Percent

(dollars in millions) 2025 2024

Operating expenses:

Selling, general, and administrative $ 703.6 $ 664.9 $ 38.6 5.8 %

Research and development 54.6 52.6 2.0 3.8 %

Restructuring expenses 3.9 28.5 (24.6) (86.2) %

Total operating expenses $ 762.1 $ 746.0 $ 16.1 2.2 %

Selling, General, and Administrative Expenses.

Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment expenses, facility costs, and other general and administrative expenses.

SG&A increased 5.4% in the three month period ended June 30, 2025 compared to the same prior year period.

The fiscal 2026 increase is primarily attributable to increased compensation and benefit costs, as well as unfavorable foreign currency movements and increased bad debt expense.

SG&A increased 6.2% and 5.8% in the three and six month periods ended September 30, 2025, respectively, compared to the same prior year periods.

The increase in SG&A during the three months ended September 30, 2025, compared to the same prior year period, is primarily attributable to increased compensation and benefit costs, partially offset by lower fees for professional services.

The increase in SG&A during the six months ended September 30, 2025, compared to the same prior year period, is primarily attributable to increased compensation and benefit costs, as well as unfavorable foreign currency movements and increased bad debt expense, partially offset by lower fees for professional services.

Research and Development.

Research and development expenses increased 3.1% in the three month period ended June 30, 2025 compared to the same prior year period.

Research and development expenses increased 4.4% and 3.8% in the three and six month periods ended September 30, 2025, respectively, compared to the same prior year periods.

Research and development expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects.

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These restructuring actions were designed to enhance profitability and improve efficiency, and are expected to improve income from operations by approximately $25.0 million per year in fiscal 2026 and beyond.

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.

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Fiscal 2026 Charges

Balance at June 30, 2025 $ 16.2

Balance at September 30, 2025 $ 13.1

Non-Operating Expenses, Net.

The following table compares our net non-operating expenses for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

The following tables compare our net non-operating expenses for the three and six months ended September 30, 2025 and 2024:

Three Months Ended September 30,

(in millions) 2025 2024 Change

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(2.4) (1.1) (1.2)

Gain on sale of business — $ (18.8) 18.8

Loss on sale of businesses and equity investment, net 0.2 6.2 (6.0)

Non-operating expenses, net $ 12.7 $ 24.8 $ (12.1)

Six Months Ended September 30,

(in millions) 2025 2024 Change

Non-operating expenses, net:

Interest expense $ 30.7 $ 50.1 $ (19.4)

Interest and miscellaneous income

(4.1) (2.4) (1.7)

Loss (gain) on sale of businesses and equity investment, net 0.3 (12.6) 12.8

Non-operating expenses, net $ 26.8 $ 35.0 $ (8.2)

Non-operating expenses, net consists of interest expense on debt, offset by interest earned on cash, cash equivalents, short-term investment balances, and other miscellaneous (income) expense.

Interest expense decreased $14.5 million during the first three months of fiscal 2026 when compared to the same prior year period, primarily due to the lower principal amount of debt outstanding.

Interest expense decreased $4.8 million and $19.4 million during the second quarter and first six months of fiscal 2026, respectively, as compared to the same prior year periods, primarily due to the lower principal amount of debt outstanding.

For more information, refer to Note 7 to our consolidated financial statements titled, "Debt."

Interest and miscellaneous income increased $0.5 million during the first three months of fiscal 2026 when compared to the same prior year period.

Gain on sale of business was $18.8 million during the first three months of fiscal 2025 and relates to the sale of our CECS business during fiscal 2025.

Interest and miscellaneous income increased $1.2 million and $1.7 million during the second quarter and first six months of fiscal 2026, respectively, when compared to the same prior year periods.

Loss on sale of businesses and equity investment, net decreased $6.0 million and increased $12.8 million during the second quarter and first six months of fiscal 2026, when compared to the same prior year periods.

Loss on sale of businesses and equity investment, net during the second quarter of fiscal 2025 related to a loss recorded on an equity investment.

Gain on sale of businesses and equity investment, net for the first six months of fiscal 2025 primarily related to the sale of our CECS business, which was partially offset by a loss recorded on an equity investment.

For more information on our divestiture activity, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures."

Income Taxes.

The following table compares our tax expense and effective income tax rates for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, Change Percent

The following tables compare our tax expense and effective income tax rates for the three and six months ended September 30, 2025 and 2024:

Three Months Ended September 30, Change Percent

(dollars in millions) 2025 2024

Income tax expense

$ 60.6 $ 43.5 $ 17.1 39.3%

Effective income tax rate 23.9 % 22.3 %

Six Months Ended September 30, Change Percent

(dollars in millions) 2025 2024

Income tax expense $ 114.5 $ 78.8 $ 35.7 45.3%

Effective income tax rate 23.6 % 21.3 %

We record income tax expense during interim periods based on our estimate of the annual effective income tax rate, adjusted each quarter for discrete items.

We analyze various factors to determine the estimated annual effective income tax rate, including projections of our annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, our ability to use tax credits and net operating loss carryforwards, and available tax planning alternatives.

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

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

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

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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 as well as impacts from acquisitions, divestitures, and foreign currency movements for the three months ended June 30, 2025 and 2024.

Three Months Ended June 30, (unaudited)

The following tables compare business segment revenues as well as impacts from acquisitions, divestitures, and foreign currency movements for the three and six months ended September 30, 2025 and 2024.

Three Months Ended September 30, (unaudited)

As reported, U.S.

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GAAP Growth Organic Growth Constant Currency Organic Growth

2025 2024 2025 2024 2025 2025 2025 2025

Segment revenues:

Healthcare $ 1,033.8 $ 944.2 $ — $ — $ 4.9 9.5 % 9.5 % 9.0 %

AST 281.5 256.7 — — 5.8 9.7 % 9.7 % 7.4 %

Life Sciences 145.0 127.9 — $ — 2.0 13.3 % 13.3 % 11.7 %

Total $ 1,460.3 $ 1,328.9 $ — $ — $ 12.7 9.9 % 9.9 % 8.9 %

Six Months Ended September 30, (unaudited)

As reported, U.S.

GAAP Impact of Acquisitions Impact of Divestitures Impact of Foreign Currency Movements U.S.

GAAP Growth Organic Growth Constant Currency Organic Growth

(dollars in millions) 2025 2024 2025 2024 2025 2025 2025 2025

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See "Non-GAAP Financial Measures" for more information.

Healthcare revenues increased 8.2% to $974.7 million for the three months ended June 30, 2025, as compared to $901.2 million for the same prior year period.

Healthcare revenues increased 9.5% to $1,033.8 million for the three months ended September 30, 2025, as compared to $944.2 million for the same prior year period.

This increase reflects growth in service, consumable, and capital equipment revenues of 13.4%, 9.5% and 3.9%, respectively.

The constant currency organic growth of 9.0% is primarily due to increased volume, impacting revenues by a high-single digit percentage, as well as increased pricing, impacting revenues by a low-single digit percentage.

Healthcare revenues increased 8.8% to $2,008.5 million for the six months ended September 30, 2025, as compared to $1,845.5 million for the same prior year period.

This increase reflects growth in service, consumable, and capital equipment revenues of 13.3%, 7.0% and 4.8%, respectively.

The constant currency organic growth of 8.3% is primarily due to increased volume, impacting revenues by a mid-single digit percentage, as well as increased pricing, impacting revenues by a low-single digit percentage.

The Healthcare segment's backlog at June 30, 2025 was $403.5 million.

The Healthcare segment's backlog at June 30, 2024 was $362.0 million.

The increase is primarily due to an increase in orders and timing of shipments.

AST revenues increased 12.6% to $281.2 million for the three months ended June 30, 2025, as compared to $249.8 million for the same prior year period.

The constant currency organic growth of 10.2% is primarily due to increased pricing and volume, each impacting revenues by a mid-single digit percentage.

Life Sciences revenues increased 5.2% to $135.2 million for the three months ended June 30, 2025, as compared to $128.5 million for the same prior year period.

The Healthcare segment's backlog at September 30, 2025 was $427.5 million.

The Healthcare segment's backlog at September 30, 2024 was $405.3 million.

The increase is primarily due to the timing of shipments.

AST revenues increased 9.7% to $281.5 million for the three months ended September 30, 2025, as compared to $256.7 million for the same prior year period.

The constant currency organic growth of 7.4% is primarily due to increased pricing, impacting revenue by a mid-single digit percentage, and volume, impacting revenues by a low-single digit percentage, with service growth partially offset by decline in capital equipment.

AST revenues increased 11.1% to $562.7 million for the six months ended September 30, 2025, as compared to $506.5 million for the same prior year period.

The constant currency organic growth of 8.8% is primarily due to increased pricing and volume, with pricing impacting revenues by a mid-single digit percentage, and volume impacting revenues by a low-single digit percentage.

Life Sciences revenues increased 13.3% to $145.0 million for the three months ended September 30, 2025, as compared to $127.9 million for the same prior year period.

This increase reflects growth in consumable, service, and capital equipment revenues of 7.1%, 9.2% and 38.8%, respectively.

The constant currency organic growth of 4.2% is primarily due to increased volume and pricing, each impacting revenues by a low-single digit percentage.

The Life Sciences backlog at June 30, 2025 was $111.0 million.

The Life Sciences backlog at June 30, 2024 was $72.2 million.

The increase is primarily due to an increase in orders and timing of shipments.

The following table compares business segment and Corporate operating income for the three months ended June 30, 2025 and 2024.

Three Months Ended June 30,

The constant currency organic growth of 11.7% is primarily due to increased volume, impacting revenues by a high-single digit percentage, as well as increased pricing, impacting revenues by a low-single digit percentage.

Life Sciences revenues increased 9.3% to $280.2 million for the six months ended September 30, 2025, as compared to $256.4 million for the same prior year period.

This increase reflects growth in consumable, service, and capital equipment revenues of 7.4%, 6.3%, and 18.3%, respectively.

The constant currency organic growth of 7.9% is primarily due to increased volume, impacting revenues by a mid-single digit percentage, as well as increased pricing, impacting revenues by a low-single digit percentage.

The Life Sciences backlog at September 30, 2025 was $113.7 million.

The Life Sciences backlog at September 30, 2024 was $75.6 million.

The increase is primarily due to an increase in orders.

The following table compares business segment and Corporate operating income for the three and six months ended September 30, 2025 and 2024.

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

(in millions) 2025 2024 2025 2024

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Acquisition and integration related charges (2)

Tax restructuring costs (3)

1.3 3.2 1.8 5.5

Tax restructuring costs (credits) (3)

0.3 (0.6) 0.5 —

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

1.3 1.4 2.7 2.8

Restructuring charges (4)

1.2 2.8 2.9 30.9

Total income from operations

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(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 ."

The Healthcare segment’s operating income increased 8.6% to $235.5 million for the three months ended June 30, 2025, as compared to $216.9 million in the same prior year period.

The segment's operating margins were 24.2% and 24.1% for the first three months of fiscal 2026 and 2025, respectively.

The increase in operating income for the three month period ended June 30, 2025 is primarily due to the benefits of higher volume, pricing, and productivity which were partially offset by increased labor inflation and tariff costs.

The AST segment's operating income increased 16.1% to $136.7 million for the three months ended June 30, 2025, as compared to $117.7 million during the same prior year period.

The segment's operating margins were 48.6% and 47.1% for the first three months of fiscal 2026 and 2025, respectively.

The increase in operating income and margin for the three month period ended June 30, 2025 is primarily due to increased pricing and volume which were partially offset by increased energy and labor inflation costs.

The Life Sciences segment’s operating income increased 11.7% to $58.7 million for the three months ended June 30, 2025, as compared to $52.6 million for the same prior year period.

The segment's operating margins were 43.5% and 40.9% for the first three months of fiscal 2026 and 2025, respectively.

The increases in segment operating income and margin for the three month periods ended June 30, 2025 is primarily due to favorable mix, pricing, and productivity which were partially offset by increased labor and material costs.

The Healthcare segment’s operating income increased 13.8% to $259.5 million for the three months ended September 30, 2025, as compared to $228.0 million in the same prior year period.

The segment's operating margins were 25.1% and 24.1% for the second quarter of fiscal 2026 and 2025, respectively.

The Healthcare segment’s operating income increased 11.3% to $495.0 million for the six months ended September 30, 2025, as compared to $444.9 million in the same prior year period.

The segment's operating margins were 24.6% and 24.1% for the first six months of fiscal 2026 and 2025, respectively.

The increase in operating income and margin for the three and six month periods ended September 30, 2025 is primarily due to the benefits of higher volume, pricing, productivity, and the benefit of prior restructuring efforts, which were partially offset by increased tariff costs and inflation.

The AST segment's operating income increased 16.1% to $127.6 million for the three months ended September 30, 2025, as compared to $109.9 million during the same prior year period.

The segment's operating margins were 45.3% and 42.8% for the second quarter of fiscal 2026 and 2025, respectively.

The AST segment's operating income increased 16.1% to $264.4 million for the six months ended September 30, 2025, as compared to $227.6 million during the same prior year period.

The segment's operating margins were 47.0% and 44.9% for the first six months of fiscal 2026 and 2025, respectively.

The increase in operating income and margin for the three and six month periods ended September 30, 2025 is primarily due to increased pricing, volume, and mix which were partially offset by increased energy and labor inflation costs.

The Life Sciences segment’s operating income increased 11.5% to $59.9 million for the three months ended September 30, 2025, as compared to $53.7 million for the same prior year period.

The segment's operating margins were 41.3% and 42.0% for the second quarter of fiscal 2026 and 2025, respectively.

The Life Sciences segment’s operating income increased 11.6% to $118.6 million for the six months ended September 30, 2025, as compared to $106.3 million for the same prior year period.

The segment's operating margins were 42.3% and 41.4% for the first six months of fiscal 2026 and 2025, respectively.

The increases in segment operating income and margin for the three and six month periods ended September 30, 2025 is primarily due to favorable volume and pricing which were partially offset by increased tariff costs and inflation.

Liquidity and Capital Resources

The following table summarizes significant components of our cash flows for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

The following table summarizes significant components of our cash flows for the six months ended September 30, 2025 and 2024:

Six Months Ended September 30,

(dollars in millions) 2025 2024

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Free cash flow $ 527.7 $ 344.5

Net Cash Provided by Operating Activities – The net cash provided by our operating activities was $420.0 million for the first three months of fiscal 2026 and $303.7 million for the first three months of fiscal 2025.

The fiscal 2026 increase in cash flows from operations resulted from an increase in earnings and from the increase in cash provided by working capital, primarily driven by a higher accounts payable balance due to timing of disbursements when compared to the same prior year period.

Net Cash Used In/Provided by Investing Activities – The net cash used in investing activities totaled $108.5 million for the first three months of fiscal 2026 and net cash provided by investing activities totaled $687.8 million for the first three months of fiscal 2025.

The following discussion summarizes the significant changes in our investing cash flows for the first three months of fiscal 2026 and fiscal 2025:

• Purchases of property, plant, equipment, and intangibles, net – Capital expenditures totaled $93.6 million for the first three months of fiscal 2026 and $108.1 million during the same prior year period.

Net Cash Provided by Operating Activities – The net cash provided by our operating activities was $707.8 million for the first six months of fiscal 2026 and $554.5 million for the first six months of fiscal 2025.

The fiscal 2026 increase in cash flows from operations resulted from an increase in earnings and from the increase in cash provided by working capital improvements.

Net Cash Used In/Provided by Investing Activities – The net cash used in investing activities totaled $196.8 million for the first six months of fiscal 2026 and net cash provided by investing activities totaled $582.5 million for the first six months of fiscal 2025.

The following discussion summarizes the significant changes in our investing cash flows for the first six months of fiscal 2026 and fiscal 2025:

• Purchases of property, plant, equipment, and intangibles, net – Capital expenditures totaled $180.1 million for the first six months of fiscal 2026 and $210.0 million during the same prior year period.

The fiscal 2026 decrease is due to the timing of capital spending.

• Proceeds from the sale of businesses – During the first three months of fiscal 2025, we received proceeds of $809.6 million primarily from the sale of our Dental segment and the sale of our CECS business.

• Proceeds from the sale of businesses – During the first six months of fiscal 2025, we received proceeds of $809.9 million primarily from the sale of our Dental segment and the sale of our CECS business.

For more information, refer to Note 3 to our consolidated financial statements titled "Business Acquisitions and Divestitures" and Note 4 to our consolidated financial statements titled "Discontinued Operations."

• Acquisition of businesses, net of cash acquired – During the first three months of fiscal 2026 and 2025, we used $15.0 million and $13.7 million, respectively, to acquire businesses.

• Acquisition of businesses, net of cash acquired – During the first six months of fiscal 2026 and 2025, we used $15.0 million and $17.5 million, respectively, to acquire businesses.

For more information, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures."

Net Cash Used In Financing Activities – The net cash used in financing activities amounted to $213.1 million for the first three months of fiscal 2026 compared to net cash used in financing activities of $998.9 million for the first three months of fiscal 2025.

The following discussion summarizes the significant changes in our financing cash flows for the first three months of fiscal 2026 and fiscal 2025:

• Payments on Private Placement Senior Notes – During the first three months of fiscal 2026 we repaid $125.0 million of Private Placement Senior Notes.

Net Cash Used In Financing Activities – The net cash used in financing activities amounted to $372.3 million for the first six months of fiscal 2026 compared to net cash used in financing activities of $1,179.9 million for the first six months of fiscal 2025.

The following discussion summarizes the significant changes in our financing cash flows for the first six months of fiscal 2026 and fiscal 2025:

• Payments on Private Placement Senior Notes – During the first six months of fiscal 2026 we repaid $125.0 million of Private Placement Senior Notes.

For more information on our Private Placement Senior Notes, refer to Note 7 to our consolidated financial statements titled, "Debt" and to our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

• Payments on term loans – During the first three months of fiscal 2025, we repaid $638.1 million of our term loans.

• Payments on term loans – During the first six months of fiscal 2025, we repaid $638.1 million of our term loans.

The fiscal 2025 payment was primarily due to the use of proceeds from the sale of the Dental segment to pay off our outstanding term loans.

For more information on our term loans, refer to Note 7 to our consolidated financial statements titled, "Debt" and to our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

For more information on our term loans, refer to our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

For more information regarding the sale of the Dental segment, refer to Note 4 to our consolidated financial statements titled "Discontinued Operations."

• Payments under credit facilities, net – Net payments under credit facilities totaled $30.5 million and $253.2 million for the first three months of fiscal 2026 and 2025, respectively.

• Payments under credit facilities, net – Net payments under credit facilities totaled $34.8 million and $344.9 million for the first six months of fiscal 2026 and 2025, respectively.

The fiscal 2025 payments were primarily due to the use of proceeds from the sale of the Dental segment to pay down balances due under our credit agreement dated as of March 19, 2021.

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For more information regarding the sale of the Dental segment, refer to Note 4 to our consolidated financial statements titled "Discontinued Operations."

• Repurchases of ordinary shares – During each of the first three months of fiscal 2026 and 2025 , we obtained 0.1 million of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of $10.6 million and $10.3 million, respectively .

During the first three months of fiscal 2026, we had no share repurchase activity through our share repurchase program.

During the first three months of fiscal 2025, we purchased 0.2 million of our ordinary shares for the aggregate amount of $53.9 million through our share repurchase program.

• Repurchases of ordinary shares – During each of the first six month periods of fiscal 2026 and 2025 , we obtained 0.1 million of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of $11.1 million and $10.6 million, respectively .

During each of the first six month periods of fiscal 2026 and 2025,

we purchased 0.4 million of our ordinary shares for the aggregate amount of $100.0 million through our share repurchase program.

For more information on our share repurchases, refer to Note 13 to our consolidated financial statements titled, "Repurchases of Ordinary Shares" and to our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

• Cash dividends paid to ordinary shareholders – During the first three months of fiscal 2026, we paid total cash dividends of $56.2 million, or $0.57 per outstanding share.

During the first three months of fiscal 2025, we paid total cash dividends of $51.4 million, or $0.52 per outstanding share.

• Transactions with noncontrolling interest holders – During the first three months of fiscal 2025, we received contributions of $2.5 million from noncontrolling interest holders.

• Cash dividends paid to ordinary shareholders – During the first six months of fiscal 2026, we paid total cash dividends of $118.1 million, or $1.20 per outstanding share.

During the first six months of fiscal 2025, we paid total cash dividends of $107.7 million, or $1.09 per outstanding share.

• Transactions with noncontrolling interest holders – During the first six months of fiscal 2025, we received contributions of $2.5 million from noncontrolling interest holders.

• Stock option and other equity transactions, net – We generally receive cash for issuing shares under our stock option programs.

During the first three months of fiscal 2026 and fiscal 2025, we received cash proceeds totaling $9.3 million and $5.6 million, respectively, under these programs.

During the first six months of fiscal 2026 and fiscal 2025, we received cash proceeds totaling $16.9 million and $19.1 million, respectively, under these programs.

Cash Flow Measures.

The net cash provided by our operating activities was $420.0 million for the first three months of fiscal 2026 and $303.7 million for the first three months of fiscal 2025.

Free cash flow was $326.5 million in the first three months of fiscal 2026 compared to $195.7 million in the first three months of fiscal 2025 (see the subsection above titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).

The net cash provided by our operating activities was $707.8 million for the first six months of fiscal 2026 and $554.5 million for the first six months of fiscal 2025.

Free cash flow was $527.7 million in the first six months of fiscal 2026 compared to $344.5 million in the first six months of fiscal 2025 (see the subsection above titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).

The fiscal 2026 increase in cash flows from operations and free cash flow resulted from an increase in earnings and from the increase in cash provided by working capital improvements.

Free cash flow was also impacted by a decrease in capital expenditures when compared to the same prior year period.

Our debt-to-total capital ratio was 21.5% at June 30, 2025 and 26.7% at June 30, 2024.

Our debt-to-total capital ratio was 21.3% at September 30, 2025 and 25.3% at September 30, 2024.

Material Future Cash Obligations and Commercial Commitments.

Information related to our material future cash obligations and commercial commitments is 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 commercial commitments were approximately $135.8 million at June 30, 2025, reflecting a net increase of $8.4 million in surety bonds and other commercial commitments from March 31, 2025.

Outstanding borrowings under our Revolving Credit Facility as of June 30, 2025 were $4.2 million.

We had $17.2 million of letters of credit outstanding under the Revolving Credit Facility at June 30, 2025.

Our commercial commitments were approximately $158.8 million at September 30, 2025, reflecting a net increase of $31.4 million in surety bonds and other commercial commitments from March 31, 2025.

We had no outstanding borrowings under our Revolving Credit Facility as of September 30, 2025.

We had $10.3 million of letters of credit outstanding under the Revolving Credit Facility at September 30, 2025.

Cash Requirements.

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Each Guarantor that makes a payment under its guarantee will be entitled upon payment in full of all guaranteed obligations under the indenture to a contribution from each Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with U.S.

The following tables present summarized results of operations for the three months ended June 30, 2025 and summarized balance sheet information at June 30, 2025 and March 31, 2025 for the obligor group of the Senior Public Notes.

The following tables present summarized results of operations for the six months ended September 30, 2025 and summarized balance sheet information at September 30, 2025 and March 31, 2025 for the obligor group of the Senior Public Notes.

The obligor group consists of the Parent, FinCo, and the other Guarantors.

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Summarized Results of Operations

(in millions) Three Months Ended

(in millions) Six Months Ended

September 30,

Revenues $ 1,583.0

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Income from operations 385.5

Non-operating income (expense) arising from transactions with subsidiaries that are non-issuers and non-guarantors, net 132.2

Non-operating income arising from transactions with subsidiaries that are non-issuers and non-guarantors, net 430.4

Net income $ 411.8

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(in millions)

June 30, March 31,

September 30, March 31,

Receivables due from non-issuers and non-guarantor subsidiaries $ 20,795.7 $ 19,931.5

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(m) the effects on our operations resulting from labor-related issues, such as strikes, unsuccessful union negotiations and other workforce disruptions;

(n) the possibility of economic downturns and recessions, which could negatively impact our business by reducing consumer and Customer spending.

and (n) the possibility of economic downturns and recessions, which could negatively impact our business by reducing consumer and Customer spending.

Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized.

4 unchanged sentences

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 2. Management’s Discussion and Analysis