What changed in this filing

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Item 1. Financial Statements

2026-02-06 compared with 2025-11-06 · 168 added, 151 removed, 800 unchanged (29% 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 September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

17 unchanged sentences

( 2.9 ) ( 2.4 ) ( 7.0 ) ( 4.9 )

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

Other expense (income), net 3.3 ( 0.1 ) 3.5 ( 12.7 )

Total non-operating expenses, net 15.3 16.5 42.1 51.6

6 unchanged sentences

Net income 194.3 173.3 564.8 470.0

Net income attributable to noncontrolling interests 0.6 1.1 1.3 1.3

Net income (loss) attributable to noncontrolling interests 1.5 ( 0.2 ) 2.7 1.0

Net income attributable to shareholders $ 192.9 $ 173.5 $ 562.1 $ 469.0

12 unchanged sentences

(in millions)

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

Net income $ 194.3 $ 173.3 $ 564.8 $ 470.0

Net income attributable to noncontrolling

Net income (loss) attributable to noncontrolling

interests 1.5 ( 0.2 ) 2.7 1.0

4 unchanged sentences

33.3 ( 208.5 ) 249.6 ( 45.5 )

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

Total other comprehensive income (loss) 33.4 ( 208.4 ) 249.6 ( 45.6 )

Comprehensive income $ 226.2 $ ( 34.9 ) $ 811.7 $ 423.4

3 unchanged sentences

(in millions)

Six Months Ended September 30,

Nine Months Ended December 31,

Operating activities:

5 unchanged sentences

Loss on the disposal of property, plant, equipment, and intangibles, net 3.3 3.0

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

Loss (gain) on disposal activities, net 0.3 ( 4.5 )

Other items 12.2 ( 7.2 )

8 unchanged sentences

Purchases of property, plant, equipment, and intangibles, net ( 278.8 ) ( 299.2 )

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

Proceeds from the sale of businesses — 811.4

6 unchanged sentences

Payments under credit facilities, net ( 34.8 ) ( 319.0 )

Deferred financing fees and debt issuance costs — ( 2.3 )

Acquisition related deferred or contingent consideration ( 0.3 ) ( 0.3 )

1 unchanged sentence

Cash dividends paid to ordinary shareholders ( 180.0 ) ( 163.9 )

Distributions to noncontrolling interest holders

( 1.4 ) ( 1.6 )

Contributions from noncontrolling interest holders

9 unchanged sentences

(in millions, except per share amounts)

Three Months Ended September 30, 2025

Three Months Ended December 31, 2025

Ordinary Shares Retained

4 unchanged sentences

Number Amount

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

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

Comprehensive income:

Net income — — 192.9 — 1.5 194.3

Other comprehensive loss

— — — ( 5.6 ) — ( 5.6 )

Other comprehensive income — — — 33.4 — 33.4

Repurchases of ordinary shares ( 0.2 ) ( 50.1 ) — — — ( 50.1 )

2 unchanged sentences

— — ( 61.9 ) — — ( 61.9 )

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

Distributions to noncontrolling interest — — — — ( 1.4 ) ( 1.4 )

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

Balance at December 31, 2025 98.1 4,339.8 2,857.4 ( 42.7 ) 13.4 $ 7,167.9

Nine Months Ended December 31, 2025

Ordinary Shares Retained

12 unchanged sentences

— — ( 180.0 ) — — ( 180.0 )

Distributions to noncontrolling interest — — — — ( 1.4 ) ( 1.4 )

Other changes in noncontrolling interest holders — — — — ( 0.2 ) ( 0.2 )

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

Balance at December 31, 2025 98.1 4,339.8 2,857.4 ( 42.7 ) 13.4 $ 7,167.9

Three Months Ended December 31, 2024

Ordinary Shares Retained

4 unchanged sentences

Number Amount

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

Comprehensive income:

— — 173.5 — ( 0.2 ) 173.3

Other comprehensive income

— — — 157.2 — 157.2

Other comprehensive loss — — — ( 208.4 ) — ( 208.4 )

Repurchases of ordinary shares ( 0.5 ) ( 101.9 ) — — — ( 101.9 )

2 unchanged sentences

— — ( 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

Distributions to noncontrolling interest — — — — ( 1.6 ) ( 1.6 )

Other changes in noncontrolling interest — — — — ( 2.7 ) ( 2.7 )

Balance at December 31, 2024 98.2 4,404.7 2,385.7 ( 374.3 ) 12.4 $ 6,428.5

Nine Months Ended December 31, 2024

Ordinary Shares Retained

7 unchanged sentences

Net income — — 469.0 — 1.0 470.0

Other comprehensive income

— — — 162.8 — 162.8

Other comprehensive loss — — — ( 45.6 ) — ( 45.6 )

Repurchases of ordinary shares ( 1.0 ) ( 205.5 ) ( 7.1 ) — — ( 212.6 )

3 unchanged sentences

Contributions from noncontrolling interest — — — — 2.5 2.5

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

Distributions to noncontrolling interest — — — — ( 1.6 ) ( 1.6 )

Other changes in noncontrolling interest — — — — ( 2.7 ) ( 2.7 )

Balance at December 31, 2024 98.2 4,404.7 2,385.7 ( 374.3 ) 12.4 $ 6,428.5

See notes to consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

For the Three and Nine Months Ended December 31, 2025 and 2024

Nature of Operations and Summary of Significant Accounting Policies

37 unchanged sentences

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 or are expected to be recorded with respect to this contingent consideration.

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

1 unchanged sentence

We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024.

The Dental segment results of operations have been reclassified as income (loss) from discontinued operations in the

STERIS PLC AND SUBSIDIARIES

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

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

Consolidated Statements of Income for all periods presented.

For the Three and Nine Months Ended December 31, 2025 and 2024

segment results of operations have been reclassified as income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented.

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment through the date of sale on May 31, 2024.

6 unchanged sentences

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

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.

This means that operating results for the nine month period ended December 31, 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 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.

During the first nine months of fiscal 2026, $ 50.5 million of the March 31, 2025 deferred revenue balance was recorded as revenue.

During the first nine months of fiscal 2025, $ 57.7 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 September 30, 2025, the transaction price allocated to remaining performance obligations was approximately $ 1,926.4 million.

As of December 31, 2025, the transaction price allocated to remaining performance obligations was approximately $ 1,890.1 million.

We expect to recognize approximately 54 % of the transaction price within one year and approximately 37 % beyond one year.

2 unchanged sentences

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

Recently Issued Accounting Standards Impacting the Company

7 unchanged sentences

The amendments in this standard are effective for annual periods beginning after December 15, 2024.

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

NA We will disclose in accordance with this standard update upon adoption in the fourth quarter of fiscal 2026.

"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses."

12 unchanged sentences

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

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

For the Three and Nine Months Ended December 31, 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.

2 unchanged sentences

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

ASU 2025-10 "Government Grants (Topic 832)

Accounting for Government Grants Received by Business Entities" December 2025 The standard provides authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities.

The standard defines a government grant as a transfer of a monetary or tangible nonmonetary asset from a government to a business entity in a nonexchange transaction and requires a grant to be recognized only when it is probable that the entity will comply with the grant’s conditions and that the grant will be received.

The amendments introduce an accounting model largely based on International Accounting Standard (IAS) 20, under which grants related to assets or income are recognized over the periods in which the related costs or expenses are incurred.

The standard also amends Topic 832, which previously included only disclosure requirements, and provides guidance on presentation and repayment of grants.

The guidance excludes certain transactions such as income tax items, below-market interest rate loans, and government guarantees from its scope.

The amendments are effective for annual periods beginning after December 15, 2028 (including interim periods within those annual periods) for public business entities and one year later for all other entities.

Early adoption is 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.

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,

The following table summarizes our total pre-tax restructuring expenses recorded during the three and nine months ended December 31, 2025 and 2024 related to the Restructuring Plan:

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2025 and 2024

(in millions) Three Months Ended December 31, Nine Months Ended December 31,

Restructuring Plan 2025 2024 2025 2024

Severance and other compensation related costs

$ 1.6 $ 1.8 $ 3.3 $ 23.3

Severance and other compensation related (credits) costs $ ( 0.5 ) $ — $ 2.8 $ 23.3

Lease and other contract termination and other costs

6 unchanged sentences

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

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.

The Restructuring Plan expenses incurred during the three and nine months ended December 31, 2025 and 2024 primarily related to actions taken within our Healthcare segment.

Total pre-tax restructuring expense of $ 109.8 million has been recorded relating to the Restructuring Plan since inception, of which $ 33.3 million has been recorded in Cost of revenues.

3 unchanged sentences

Balance at March 31, 2025 $ 18.4

Fiscal 2026 Charges

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

Fiscal 2026 charges, net 3.9

Balance at December 31, 2025 $ 10.8

Business Acquisitions and Divestitures

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 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.

During the first nine months of fiscal 2026, we completed two tuck-in acquisitions, recorded at fair value, which continued to expand our product and service offerings in the Healthcare segment.

Total aggregate consideration was approximately $ 23.4 million, including the fair value of potential contingent consideration.

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

Total aggregate consideration was approximately $ 53.7 million.

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 totaled $ 3.3 million and $ 5.1 million for the three and nine months ended December 31, 2025, respectively.

Acquisition and integration expenses totaled $ 3.8 million and $ 9.2 million for the three and nine months ended December 31, 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.

On April 11, 2024, the Company announced its plan to sell 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 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 or are expected to be recorded with respect to this contingent consideration.

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

2 unchanged sentences

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

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.

We recorded net proceeds of $ 41.9 million and recognized a pre-tax gain on the sale of $ 19.3 million in the first nine months of fiscal 2025.

STERIS PLC AND SUBSIDIARIES

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

Discontinued Operations

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

No amounts have been recorded or are expected to be 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 and six months ending September 30, 2024:

Three Months Ended September 30, Six Months Ended September 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 nine months ended December 31, 2024:

Three Months Ended December 31, Nine Months Ended December 31,

(in millions) 2024 2024

13 unchanged sentences

(Loss) income from discontinued operations, net of income tax ( 0.1 ) 5.3

(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.

(1) Income from operations for the nine month period ended December 31, 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 nine month periods ending December 31, 2024 from discontinued operations were 21.6 % 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:

Six Months Ended September 30,

Nine Months Ended December 31,

(in millions) 2024

3 unchanged sentences

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

Inventories, Net

2 unchanged sentences

Inventories, net consisted of the following:

(in millions) September 30,

(in millions) December 31,

2025 March 31,

6 unchanged sentences

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

(in millions) September 30,

(in millions) December 31,

2025 March 31,

12 unchanged sentences

Indebtedness was as follows:

(in millions) September 30,

(in millions) December 31,

2025 March 31,

12 unchanged sentences

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

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

For the Three and Nine Months Ended December 31, 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 and Six Months Ended September 30, 2025 and 2024

For the Three and Nine Months Ended December 31, 2025 and 2024

Additional Consolidated Balance Sheet Information

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

(in millions) September 30,

(in millions) December 31,

2025 March 31,

32 unchanged sentences

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

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.

The law did not have a material impact on our consolidated financial statements for the three and nine month periods ended December 31, 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 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 effective income tax rates for the three month periods ended December 31, 2025 and 2024 from continuing operations were 24.6 % and 24.2 %, respectively.

The effective income tax rates for the nine month periods ended December 31, 2025 and 2024 from continuing operations were 24.0 % and 22.4 %, respectively.

The fiscal 2026 effective tax rates increased when

1 unchanged sentence

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

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

7 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 September 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.

The notices relate to the fiscal and calendar year 2018.

The IRS adjustments would result in a cumulative tax liability of approximately $ 50.0 million.

The IRS adjustments would result in a cumulative tax liability of approximately $ 50.0 million, excluding any interest and penalties, if ultimately assessed.

We are contesting the IRS’s assertions and have filed petitions with the U.S.

3 unchanged sentences

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

Commitments and Contingencies

14 unchanged sentences

Illinois EO Litigation Settlement

A subsidiary of the Company has been sued in Illinois state court by individual plaintiffs who work or reside near a facility in Lake County, Illinois, where the subsidiary provided sterilization services using ethylene oxide (“EO”) from January 2005 to September 2008.

The plaintiffs have filed separate suits in which each alleges that they have been diagnosed with one or more types of cancer, allegedly resulting from exposure to EO emissions from the facility into the ambient air.

A subsidiary of the Company was sued in Illinois state court by individual plaintiffs who worked or resided near a facility in Lake County, Illinois, where the subsidiary provided sterilization services using ethylene oxide (“EO”) from January 2005 to September 2008.

The plaintiffs filed separate suits in which each alleged that they were diagnosed with one or more types of cancer, allegedly resulting from exposure to EO emissions from the facility into the ambient air.

On March 3, 2025, the Company entered into binding confidential term sheets ("Term Sheets") with plaintiffs’ counsel, as well as settlement agreements with several plaintiffs which were at the time scheduled for trial in fiscal 2026.

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 settlement agreements to pay up to $ 48.2 million to settle claims.

On October 29, 2025, the Company entered into binding confidential settlement agreements (“Settlement Agreements”) with plaintiffs’ counsel, containing terms and provisions consistent with the Term Sheets.

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 Settlement Agreements, the Company agreed 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 first half of fiscal 2027.

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.

None of the 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 Settlement Agreements establish a claims administration process that includes guidelines and procedures for administering individual settlements, which process is expected to continue into fiscal 2027.

The Company anticipates dismissal of all pending EO-

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.

For the Three and Nine Months Ended December 31, 2025 and 2024

related claims brought by the covered plaintiffs upon completion of the claims administration process and approval by the court.

The Company may exercise walkaway rights with respect to the claims covered by the Settlement Agreements if certain agreed terms are not fulfilled, including if a substantial number 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.

In the event it exercises its walkaway rights, the Company is prepared to continue to defend itself in the litigation and reserves all legal and factual defenses against such claims.

11 unchanged sentences

For more information, refer to Note 4 titled, "Discontinued Operations." Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income.

Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites.

Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as OR and endoscopy suites.

Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment;

1 unchanged sentence

to outsourced instrument reprocessing services.

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.

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

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 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.

For the three and nine months e nded December 31, 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 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

For the Three and Nine Months Ended December 31, 2025 and 2024

The following table compares business segment revenues and business segment and Corporate operating income for the three months e nded December 31, 2025 and 2024:

Three Months Ended December 31, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

11 unchanged sentences

Total income from operations

Three Months Ended September 30, 2024

Three Months Ended December 31, 2024

(in millions) Healthcare AST Life Sciences Corporate Company

17 unchanged sentences

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

The following table compares business segment revenues and business segment and Corporate operating income for the nine months e nded December 31, 2025 and 2024:

Nine Months Ended December 31, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

11 unchanged sentences

Total income from operations

Six Months Ended September 30, 2024

Nine Months Ended December 31, 2024

(in millions) Healthcare AST Life Sciences Corporate Company

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

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

For the Three and Nine Months Ended December 31, 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.

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Therefore, their respective amounts are reported together.

(in millions) September 30,

(in millions) December 31,

2025 March 31,

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$ 10,591.4 $ 10,146.8

Six Months Ended September 30,

Nine Months Ended December 31,

(in millions) 2025 2024

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

(in millions) September 30,

(in millions) December 31,

2025 March 31,

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Property, Plant, and Equipment, Net $ 2,133.2 $ 1,956.5

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

Three Months Ended December 31, Nine Months Ended December 31,

(in millions) 2025 2024 2025 2024

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

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

For the Three and Nine Months Ended December 31, 2025 and 2024

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

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

Three Months Ended December 31, Nine Months Ended December 31,

(in millions) 2025 2024 2025 2024

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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 September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

Denominator (shares in millions):

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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 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

For the Three and Nine Months Ended December 31, 2025 and 2024

Three Months Ended December 31, Nine Months Ended December 31,

(shares in millions) 2025 2024 2025 2024

Number of share options 0.6 0.8 0.6 0.7

Additional Authorized Shares

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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 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.

As of December 31, 2025, there was $ 150.0 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.

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

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.

During the first nine months of fiscal 2026, we repurchased 0.6 million of our ordinary shares for the aggregate amount of $ 150.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

During the first nine months of fiscal 2025, we repurchased 0.9 million of our ordinary shares for the aggregate amount of $ 200.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

During the first nine months of fiscal 2026, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 11.2 million in connection with share-based compensation award programs.

During the first nine months of fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 11.0 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 September 30, 2025, 1.7 million ordinary shares remained available for grant under the long-term incentive plan.

As of December 31, 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.

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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:

For the Three and Nine Months Ended December 31, 2025 and 2024

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

Fiscal 2026 Fiscal 2025

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Forfeited ( 5,873 ) 244.94

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.

Outstanding at December 31, 2025 1,745,620 $ 203.13 5.9 years $ 90.3

Exercisable at December 31, 2025 1,248,401 $ 184.70 4.9 years $ 85.9

We estimate that 0.5 million of the non-vested stock options outstanding at December 31, 2025 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 253.52 closing price of our ordinary shares on December 31, 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 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.

The total intrinsic value of stock options exercised during the first nine months of fiscal 2026 and fiscal 2025 was $ 32.9 million and $ 24.6 million, respectively.

Net cash proceeds from the exercise of stock options were $ 32.3 million and $ 19.4 million for the first nine months of fiscal 2026 and fiscal 2025, respectively.

The weighted average grant date fair value of stock option grants was $ 66.19 and $ 67.81 for the first nine months of fiscal 2026 and fiscal 2025, respectively.

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

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2025 and 2024

Shares Number of Restricted Share Units Weighted Average

3 unchanged sentences

Forfeited ( 14,443 ) ( 2,265 ) 219.58

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 and Six Months Ended September 30, 2025 and 2024

Non-vested at December 31, 2025 463,917 31,218 $ 226.55

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.

The value of restricted shares and units that vested during the first nine months of fiscal 2026 at the time of grant was $ 30.6 million.

As of December 31, 2025, there was a total of $ 54.6 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.

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

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

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

(in millions) Warranties

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Settlements made during the period ( 14.5 )

Balance at September 30, 2025 $ 16.0

Balance at December 31, 2025 $ 17.0

Derivatives and Hedging

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We do not use derivative financial instruments for speculative purposes.

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.

At December 31, 2025, we held net foreign currency forward contracts to sell 9.8 million euros, 4.0 million Australian dollars, and 7.0 million New Zealand dollars.

At December 31, 2025, we held commodity swap contracts to buy 0.1 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 September 30, 2025 March 31, 2025 September 30, 2025 March 31, 2025

Balance sheet location December 31, 2025 March 31, 2025 December 31, 2025 March 31, 2025

Prepaid & other $ — $ 0.1 $ — $ —

Accrued expenses and other $ — $ — $ 1.0 $ 0.6

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2025 and 2024

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

(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,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

1 unchanged sentence

Commodity swap contracts Cost of revenues $ 0.1 $ ( 0.3 ) $ ( 0.2 ) $ ( 0.2 )

STERIS PLC AND SUBSIDIARIES

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

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 September 30, 2025 and March 31, 2025:

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

Fair Value Measurements

4 unchanged sentences

Level 1 Level 2 Level 3

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

December 31, March 31, December 31, March 31, December 31, March 31, December 31, March 31,

Cash and cash equivalents $ 423.7 $ 171.7 $ 423.7 $ 171.7 $ — $ — $ — $ —

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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 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.

During the first nine 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.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2025 and 2024

(4) Contingent consideration obligations arise from prior business acquisitions.

1 unchanged sentence

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 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.

As of December 31, 2025 and March 31, 2025, we also held $ 21.2 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.

STERIS PLC AND SUBSIDIARIES

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

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 and six months ended September 30, 2025 and 2024 were as follows:

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and nine months ended December 31, 2025 and 2024 were as follows:

(in millions) Defined Benefit Plans (1)

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

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

Three Months Nine Months Three Months Nine Months Three Months Nine Months

Beginning Balance $ ( 0.6 ) $ ( 0.6 ) $ ( 75.5 ) $ ( 291.8 ) $ ( 76.1 ) $ ( 292.3 )

3 unchanged sentences

Net current-period Other Comprehensive Income (Loss) — 0.1 33.3 249.6 33.4 249.6

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

Balance at December 31, 2025 $ ( 0.5 ) $ ( 0.5 ) $ ( 42.2 ) $ ( 42.2 ) $ ( 42.7 ) $ ( 42.7 )

(in millions) Defined Benefit Plans (1)

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

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

Three Months Nine Months Three Months Nine Months Three Months Nine Months

Beginning Balance $ ( 0.8 ) $ ( 0.7 ) $ ( 165.0 ) $ ( 327.9 ) $ ( 165.8 ) $ ( 328.7 )

3 unchanged sentences

Net current-period Other Comprehensive Income (Loss) — ( 0.1 ) ( 208.5 ) ( 45.5 ) ( 208.4 ) ( 45.6 )

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

Balance at December 31, 2024 $ ( 0.8 ) $ ( 0.8 ) $ ( 373.4 ) $ ( 373.4 ) $ ( 374.3 ) $ ( 374.3 )

(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 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”).

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of income, comprehensive income and shareholders’ equity for the three- and nine-month periods ended December 31, 2025 and 2024 and the consolidated statements of cash flows for the nine-month periods ended December 31, 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

November 6, 2025

February 6, 2026

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