What changed in this filing

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Item 1. Business

2026-05-29 compared with 2025-05-29 · 86 added, 90 removed, 337 unchanged (34% of the section changed)

10 unchanged sentences

Previously, we had four reportable business segments;

however, as a result of the divestiture of our Dental segment, Dental is presented as discontinued operations.

however, as a result of the fiscal 2025 divestiture of our Dental segment, Dental is presented as discontinued operations.

Historical information has been retrospectively adjusted to exclude discontinued operations for comparability, as required.

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Our technical professionals support Customers in all phases of product development, materials testing, and process validation.

In addition, we manufacture and supply integrated sterilization equipment and control systems to medical device manufacturers and research institutions.

Our AST segment also provides service support to our global installed base of integrated sterilization equipment and control systems, including installation, preventive maintenance, updates, repairs, and troubleshooting.

Products Offered.

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For the year ended March 31, 2026, no Customer represented more than 10% of the segment’s revenues.

AST operates in a highly regulated industry and competes with Sterigenics International, Inc., other smaller contract sterilization companies, other manufacturers of sterilization equipment and control systems, and manufacturers that sterilize products in-house.

AST operates in a highly regulated industry and competes with Sterigenics, other smaller contract sterilization companies, other manufacturers of sterilization equipment and control systems, and manufacturers that sterilize products in-house.

LIFE SCIENCES SEGMENT

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We purchase raw materials, sub-assemblies, components, and other supplies needed in our operations from numerous suppliers in the United States and internationally.

The principal raw materials and supplies used in our operations include stainless and carbon steel, organic and inorganic chemicals, fuel, and plastic components.

These raw materials and supplies are generally available from several suppliers and in sufficient quantities.

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In addition, we continue to expand our irradiation processing capacity with accelerator-based technologies, in order to help mitigate the potential cobalt-60 supply risk.

Historically, our business has not been significantly impacted by the overall effects of inflation.

However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor costs, which moderated in fiscal 2025.

Changes to trade policy, including tariff measures introduced in early calendar year 2025, may drive new inflation risks in our supply chain for materials as well as the costs of other goods and services important to our operations.

measures and the response from other countries continue to evolve, creating uncertainty in trade and economic dynamics.

We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation.

Intellectual Property.

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We also rely upon trade secrets, technical know-how, and continuing technological innovation to develop and maintain our co mpetitive position.

As of March 31, 2025, we held 607 United States patents and 2,315 patents in other jurisdictions and had 90 United States patent applications and 289 patent applications pending in other jurisdictions.

As of March 31, 2026, we h eld 606 United States patents and 2,402 patents in other jurisdictions and had 94 United States patent applications and 235 patent applications pending in other jurisdictions.

Patents for individual products extend for varying periods according to the date of filing or grant and legal term of patents in various countries where a patent is obtained.

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We manufacture, assemble, and package products in several countries.

Each of our production facilities are dedicated to particular processes and products.

Each of our production facilities is dedicated to particular processes and products.

Our success depends upon Customer confidence in the quality of our production process and the integrity of the data that supports our product safety and effectiveness.

We have implemented quality assurance procedures to support the quality and integrity of scientific information and production processes.

We have implemented a harmonized, global Quality Management System to support the quality and integrity of scientific information and production processes.

We are subject to strict regulatory compliance and quality standards to ensure the safety and supply of our products and services.

The STERIS quality system is scoped and designed to achieve quality from incoming materials through the design, development, manufacture, storage, handling and distribution of our products and delivery of services.

To monitor compliance with these standards, internal and third-party assessments of our quality and regulatory systems are conducted.

FDA and Regulatory Authorities worldwide periodically conduct inspections of our manufacturing and contract sterilization facilities to confirm compliance.

In connection with an inspection, the FDA may initiate enforcement actions, e.g., warning letters, consent decrees, sanctions, injunctions, etc., beyond inspectional findings.

In fiscal 2026, STERIS was not the subject of any FDA or Regulatory Authority enforcement actions.

Additionally, STERIS had zero products listed in the FDA’s MedWatch Safety Alerts for Human Medical Products database.

We have in place processes to monitor and support compliance with product and service regulations worldwide, including design controls, product changes, labeling and advertising, marketing materials, good manufacturing practices, and adverse event reporting requirements.

We take prompt action whenever we are alerted to regulatory or field-safety issues with a STERIS product.

Following immediate assessment, we take corrective action, including voluntary product recalls, when needed.

We examine underlying issues and root cause and work to resolve these to avoid recurrence.

STERIS had no Class I recalls in fiscal 2026, 2025 or 2024.

Continuous Improvement.

Continuous improvement is fundamental to how we operate at STERIS.

We apply Lean principles across manufacturing, service operations, back office, and support functions through our Minimum Standard of Lean (MSoL) framework.

MSoL establishes a consistent foundation for problem solving, standard work, and performance management while enabling local ownership and innovation.

It assesses maturity across core dimensions—including continuous improvement training and development, routine management and strategic alignment, 5S, value stream mapping, kaizen management, lean tools and systems, and integration with new product development (NPD).

Our efforts are designed to deliver better outcomes for Customers, Shareholders, and employees.

We apply Lean principles across manufacturing, service operations, back office, and support functions through our Improvement framework.

Our Improvement framework establishes a consistent foundation for problem solving, standard work, and performance management while enabling local ownership, creativity, and innovation.

We assess system maturity and opportunity for improvement across core dimensions—including culture, training and development, routine management and strategic alignment, 5S, value stream mapping, kaizen management, integration with new product development ("NPD"), and key performance indicators.

Our efforts are designed to deliver better outcomes for Customers, Shareholders, and Associates.

By targeting key areas, we strengthen performance, agility, and value.

In manufacturing and service operations, we apply flow and cellular production concepts and cross-train employees to increase flexibility and throughput.

In manufacturing and service operations, we apply flow and cellular production concepts and cross-train Associates to increase flexibility and throughput.

We also assess opportunities to in-source, outsource, or adopt technology to drive value.

We extend these principles to back office and support functions where Lean tools streamline workflows, reduce waste, and improve service delivery.

We extend these principles to back office and support functions where Improvement tools streamline workflows, reduce waste, and improve service delivery.

A dedicated Continuous Improvement team partners with the business to coach, build capability, and accelerate results.

Through kaizen events, tiered daily management, and employee-led initiatives, we foster a culture where employees are empowered to drive change.

This mindset is supported at all levels of the organization, reinforcing alignment, engagement, and long-term performance.

Through kaizen events, tiered daily management, and natural work team initiatives, we foster a culture where Associates are empowered to drive change.

This mindset is supported at all levels of the Company, reinforcing alignment, engagement, and sustainable long-term performance.

Government Regulation.

Our business is subject to various degrees of governmental regulation in the countries in which we operate.

In the United States, the Food and Drug Administration (“FDA”), the Environmental Protection Agency (“EPA”), the Occupational Safety and Health Administration ("OSHA"), the Nuclear Regulatory Commission, and other governmental authorities regulate the development, manufacture, sale, and distribution of our products and services.

Our international operations also are subject to a significant amount of government regulation, including country-specific rules and regulations and U.S.

In the United States, the Food and Drug Administration (“FDA”), the Environmental Protection Agency (“EPA”), the Occupational Safety and Health Administration ("OSHA"), the Nuclear Regulatory Commission ("NRC"), and other governmental authorities regulate the development, manufacture, sale, and distribution of our products and services.

Our international operations are subject to a broad range of government regulations across multiple jurisdictions, including country-specific rules and regulations and U.S.

regulations applicable to our international operations.

Government regulations require detailed inspection of, and controls over, research and development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution, record-keeping, storage, and disposal practices.

Compliance with applicable regulations is a significant expense for us.

Compliance with applicable regulations involves significant ongoing expense.

Past, current or future regulations, their interpretation, or their application could have a material adverse impact on our operations.

43 unchanged sentences

At March 31, 2025, we had backlog orders of $452.9 million.

Of this amount, $353.8 million

and $71.4 million related to our Healthcare and Life Sciences segments, respectively.

Backlog increased in fiscal 2025 as a result of higher Customer orders.

Of this amount, $369.2 million and $83.7 million related to our Healthcare and Life Sciences segments, respectively.

Backlog increased in fiscal 2026 due to the timing of shipments and the benefit of acquisitions.

Availability of Securities and Exchange Commission Filings.

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CORPORATE RESPONSIBILITY

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe.

Inspired by our Customers’ efforts to create a healthier and safer world, and guided by our legacy of leadership and innovation, we strive to be a Great Company.

To STERIS, this means we will make a difference by providing world-class products and services for our Customers, safe and rewarding work for our People, and superior returns for our Shareholders.

We have an Enterprise Risk Management process ("ERM") to manage risk, which is led by our Chief Compliance Officer.

Identifying and managing key risks to our business operations are essential to our future growth, profitability, and successful execution of strategic plans.

We are committed to understanding and managing these risks through a consistent approach to risk assessment, monitoring, reporting, and mitigation.

Key management sponsors are responsible for participating in the risk assessment process, including a periodic review with the Board of Directors.

The objective of ERM is to identify key risks, the potential impacts of compliance failure, identify key mitigating activities, develop potential improvements for managing the risks, and to ensure execution of oversight activities on a monthly, annual or as needed basis.

Our Corporate Responsibility function is led by the Vice President of Environmental, Social, and Governance ("ESG").

The Corporate Responsibility function, with support from our CEO, General Counsel and other senior executives, works to actively develop and refine our ESG strategies, programs, and policies.

Our Corporate Responsibility function is led by the Vice President of Corporate Responsibility & Safety.

The Corporate Responsibility function, with support from our CEO, General Counsel and other senior executives, works to actively develop and refine our Environmental, Social and Governance ("ESG") strategies, programs, and policies.

The Corporate Responsibility function works closely with our Global Sustainability Steering Committee to build ESG values and implement strategies, programs, and policies across the Company.

The Global Sustainability Steering Committee is a cross-functional team of senior leadership, subcommittee chairs, and subject matter experts spanning our businesses and Legal, Investor Relations, Human Resources, Continuous Improvement, Compliance, Facilities, and Health, Safety and Environment functions.

The Global Sustainability Steering Committee is a cross-functional team of senior leadership, subcommittee chairs, and subject matter experts spanning our businesses and Legal, Investor Relations, Continuous Improvement, Compliance, Facilities, and Health, Safety and Environment functions.

The Corporate Responsibility team regularly updates the Nominating and Governance Committee of our Board of Directors regarding its activities, including evaluating carbon emissions, preparing for regulatory requirements, reporting ESG metrics, and reviewing ESG ratings.

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Through this Commercial Compliance Program, we acknowledge organizations that have not only met STERIS's standard ethical requirements for inclusion in our network but have also taken additional steps, such as adopting their own code of conduct and training their employees on their own firm's ethical values, to ensure compliant behavior.

In 2025, STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption.

In fiscal 2026, STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption.

We regularly assess the risks associated with our business, including the risk of potential corruption or bribery in the environments where we do business, and we have designed our management systems to respond accordingly.

As part of our anti-corruption program, our employees and third-party intermediaries are subject to mandatory comprehensive anti-bribery and anti-corruption training online.

The training covers the various forms that corruption can take, red flags, and individuals’ roles in our anti-bribery and anti-corruption efforts.

In accordance with our policy, we engage a third-party due diligence firm to perform background checks, including bribery and corruption, before entering into commercial relationships with sales and marketing intermediaries, and other service providers.

We communicate our bribery and corruption policies and expectations to our officers, Directors, employees, and sales and marketing intermediaries.

It is the expectation of the Company that all of the aforementioned individuals comply with the requirements set forth in our policy and relevant rules and regulations.

Supplier Code of Conduct.

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We will consider taking various progressive actions with respect to suppliers who do not make reasonable efforts to cooperate with our requests for information or requests to take corrective actions to enable us to identify smelters and refiners in our supply chains.

Risks and Prevention .

As part of our anti-corruption program, our employees and third-party intermediaries are subject to mandatory comprehensive anti-bribery and anti-corruption training online.

The training covers the various forms that corruption can take, red flags, and individuals’ roles in our anti-bribery and anti-corruption efforts.

We communicate our bribery and corruption policies and expectations to our officers, Directors, employees, dealers, distributors and agents.

It is the expectation of the Company that all of the aforementioned individuals comply with the requirements set forth in our policy and relevant rules and regulations.

Managing Compliance and Ethics .

Managing Risk, Compliance and Ethics.

We have an Enterprise Risk Management process ("ERM") to manage risk, which is led by our Chief Compliance and Quality Officer.

Identifying and managing key risks to our business operations are essential to our future growth, profitability, and successful execution of strategic plans.

We are committed to understanding and managing these risks through a consistent approach to risk assessment, monitoring, reporting, and mitigation.

Key management sponsors are responsible for participating in the risk assessment process, including a periodic review with the Board of Directors.

The objective of ERM is to identify key risks, the potential impacts of control failures with compliance implications, identify key mitigating activities, develop potential improvements for managing the risks, and to ensure execution of oversight activities on a monthly, annual or as needed basis.

We require all employees to be lawful and ethically responsible in all business practices.

We expect all employees to comply with all Company policies, applicable laws, and the principles outlined in our Code of Business Conduct.

Using the STERIS Integrity Helpline or Webline, employees can anonymously report potential Code of Conduct concerns.

A management Ethics Committee meets monthly to monitor and investigate reports of Code of Business Conduct violations and provides quarterly reporting to the Board of Directors' Compliance and Technology Committee.

With respect to financial matters, reports are provided to the Board of Directors' Audit Committee.

With respect to human resources related matters, reports are provided to the Board of Directors' Compensation and Organization Development Committee.

The STERIS Code of Business Conduct covers ethical marketing and off-label promotion.

In fiscal 2026, STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims.

Senior members of STERIS’s leadership team are involved in numerous industry associations that focus on setting the standards and driving change.

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MDMA is the leading voice representing the interests of innovative and entrepreneurial medical technology companies.

MDMA's goal is to provide patients and clinicians with timely access to safe and effective medical technologies that improve the quality of life.

MDMA's goal is to provide patients and clinicians with timely access to safe and effective medical technologies that improve

the quality of life.

AAMI is a nonprofit organization founded in 1967.

It is a diverse community of more than 11,000 healthcare technology professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology.

It is a diverse community of more than 15,000 professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology.

MedTech Europe is the European trade association for the medical technology industry including diagnostics, medical devices and digital health.

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STERIS has adopted and requires compliance with the MedTech Europe Code of Ethical Business Practice.

Using the STERIS Integrity Helpline or Webline, employees can anonymously report potential Code of Conduct concerns.

With respect to financial

matters, reports are provided to the Board of Directors' Audit Committee.

With respect to human resources related matters, reports are provided to the Board of Dir ectors' Compensation and Organization Development Committee.

The STERIS Code of Business Conduct covers ethical marketing and off-label promotion.

In fiscal 2025, STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims.

ENERGY, GHG EMISSIONS AND ENVIRONMENTAL CONSERVATION

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Our Continuous Improvement objectives include efforts to improve energy and water efficiency and reduce or eliminate certain chemicals used in, and wastes generated from, our operations thereby reducing the impact of our operations on the environment.

We actively monitor and take steps to manage the risks associated with environmental matters, none of which we consider material at this time.

STERIS tracks greenhouse gas ("GHG") emissions, and we complete the annual Carbon Disclosure Project ("CDP") questionnaire.

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We also report aggregate Scope 3 (upstream and downstream) emissions in our most recent CDP response and on our website.

STERIS has committed to set near-term company-wide emission reductions.

Our status can be viewed on the Science Based Targets Initiative ("SBTi") website.

We have a broad and comprehensive portfolio of sterilization and disinfection products that support the procedural spaces within hospitals, endoscopy and surgery centers as well as pharmaceutical and medical device Customers.

When we think about new products or next generation products, part of our effort is to reduce the environmental impact of what we do.

That can include anything from reformulating chemistries to eliminating metals-based ingredients or reducing the effluence produced as a result of the use of our products, to creating ultra-concentrate chemistries such as Prolystica® Ultra Concentrate Cleaning Chemistries, which offer 10 times the uses per container.

That means 5 and 10-liter containers of concentrate replace 114-liter drums, creating benefits from safer lifting, elimination of packaging waste, and less frequent deliveries with smaller trucks.

We also work to utilize containers that can be recycled and build products with materials that can be recycled at the end of their life.

At STERIS, our commitment to sustainability is integrated with our Responsible Product Design.

We create solutions that prioritize human health while reducing waste and climate impact through purposeful innovation.

For example, V-PRO Sterilizers and VAPROX HC Sterilant are designed with sustainability at the core, helping hospitals meet their environmental goals without compromising performance or patient safety.

In Fiscal 2023, the European Commission’s Corporate Sustainability Reporting Directive ("CSRD") became effective.

The CSRD expands the number of companies required to publicly report ESG-related information and defines the ESG-related information that companies are required to report in accordance with European Sustainability Reporting Standards ("ESRS").

Although the European Parliament voted to postpone the application dates, STERIS continues to prepare for the upcoming CSRD disclosure requirement.

We are making significant efforts in gathering baseline information, strengthening our internal controls, and evaluating our current ESG data.

As part of this project, we continue to evaluate our ability to report in accordance with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework and in light of evolving regulatory disclosure requirements.

We completed TCFD aligned climate scenario analysis in fiscal 2025.

We are evaluating how this information will inform global reporting requirements.

Risks and Prevention.

We actively monitor and take steps to manage the risks associated with environmental matters, none of which we consider material at this time.

As part of this project, we continue to evaluate our ability to report in accordance with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework in response to evolving regulatory disclosure requirements.

EMPLOYEES AND HUMAN CAPITAL MANAGEMENT

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Employees by Segment.

During the course of fiscal 2025, we averaged approximately 18,000 employees throughout the world of which less than 11% are represented by work councils or labor unions.

Dur ing the course of fiscal 2026, we averaged approximately 18,000 employees throughout the world of which less than 12% are represented by work councils or labor unions.

We believe we generally have good relations with our employees.

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Total employees 17,937 17,787

17,787 16,768

(1) Excludes Dental segment divested on May 31, 2024.

We strive to recruit the best available people who are aligned with and embody our core values.

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We believe that our success is dependent on attracting and retaining people from a cross-section of our communities who understand their markets, and in doing so we continue to create a competitive advantage for STERIS.

Our success depends on our ability to attract and retain talented employees, and we do so without regard to race, color, social or economic status, religion, national origin, marital status, age, veteran status, sexual orientation, gender identity, or any protected status.

As we hire Associates, we do so without regard to race, color, social or economic status, religion, national origin, marital status, age, veteran status, sexual orientation, gender identity, or any protected status.

It is the policy of the Company to make all decisions regarding employment, including hiring, compensation, training, promotions, transfers, or lay-offs, based on the job requirements and skills of the individuals and utilizing the principle of equal employment opportunity without discrimination.

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Designed for any type of organization, regardless of its activity or sector, it can provide assurance that environmental impact is being measured, controlled and improved in a holistic manner.

We currently have three facilities that are 14001 and 45001 accredited locations.

We currently have four facilities that are ISO 14001 accredited locations and three facilities that are 45001 accredited locations.

Our HSE teams and management are committed to supporting HSE programs with ongoing involvement in aligning HSE management systems to ISO 14001 and ISO 45001 standards, internal compliance reviews, and developing HSE training content and platforms.

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The results indicate strong favorability in each of these areas.

Moreover, this initial pulse survey sets a baseline from which we can track progress over time.

Moreover, this year's survey allows us to measure progress by comparing results against the baseline established in the initial pulse survey in fiscal 2025.

Compensation and Benefits.

1 unchanged sentence

Total employee compensation is presented in the table below:

(dollars in thousands) Fiscal 2025 Fiscal 2024

(in millions) Fiscal 2026 Fiscal 2025

Wages and salaries $ 1,342.3 $ 1,273.4

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Total employee costs $ 1,988.3 $ 1,850.5

We are subject to strict regulatory compliance and quality standards to ensure the safety and supply of our products and services.

The quality and regulatory systems are broad in scope and designed to achieve quality from incoming materials through the design, development, manufacture, storage, handling and distribution of our products and delivery of services.

To monitor compliance with these standards, internal and third-party assessments of our quality and regulatory systems are conducted.

FDA conducts inspections of our manufacturing and contract sterilization facilities on a periodic basis to confirm compliance.

In connection with an inspection, the FDA may initiate warning letters and/or consent decrees, which list conditions or practices that may indicate a violation of the FDA’s requirements.

In fiscal 2025, STERIS did not receive any warning letters, seizures, or consent decrees.

Additionally, STERIS had zero products listed in the FDA’s MedWatch Safety Alerts for Human Medical Products database.

We take prompt action whenever we are alerted to regulatory or field-safety issues with a STERIS product.

Following immediate assessment, we take corrective action, including voluntary product recalls, when

We examine underlying issues and root cause and work to resolve these to avoid recurrence.

STERIS had no Class I recalls in fiscal 2025, 2024 or 2023.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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Name Age Position

Burton 57 Vice President and Chief Accounting Officer

Burton 58 Senior Vice President and Chief Financial Officer

Carestio 53 President and CEO

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Majors 51 Senior Vice President and President, Healthcare

McGowan 46 Chief Compliance and Quality Officer

Tamaro 57 Vice President and Corporate Treasurer

Tokich 56 Senior Vice President and Chief Financial Officer

Adam Zangerle 59 Senior Vice President, General Counsel, and Company Secretary

The following discussion provides a summary of each executive officer's recent business experience through March 31, 2026:

Burton serves as Vice President and Chief Accounting Officer.

She assumed this role in January 2017.

Burton serves as Senior Vice President and Chief Financial Officer.

She assumed this role in August 2025.

From January 2017 to August 2025, Ms.

Burton served as Vice President and Chief Accounting Officer.

Previously, Ms.

Burton also served as Controller from January 2017 until December 2023.

She joined STERIS in September 2004.

Carestio serves as President and CEO.

3 unchanged sentences

From August 2015 to February 2018, he served as Senior Vice President, STERIS AST and Life Sciences.

He joined STERIS in September 1997.

Mary Clare Fraser serves as Senior Vice President and Chief Human Resources Officer.

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Kohler served from November 2015 to February 2024 as Vice President and General Manager of AST Americas.

He joined STERIS in May 1988.

Madsen serves as Senior Vice President and General Manager, Life Sciences.

1 unchanged sentence

From August 2015 to July 2020, she served as Vice President and General Manager Life Sciences, Consumables.

She joined STERIS in September 1995.

Majors serves as Senior Vice President and President, Healthcare.

2 unchanged sentences

From April 2014 to August 2019 he served as Vice President, North America Commercial Operations.

He joined STERIS in April 2003.

McGowan serves as Chief Compliance and Quality Officer.

She assumed this role in January 2026.

From September 2023 to December 2025, she served as Vice President, Quality.

From September 2019 to September 2023, she served as Vice President, AST Quality Operations.

She joined STERIS in May 2006.

Tamaro serves as Vice President and Corporate Treasurer.

1 unchanged sentence

From March 2006 to July 2017, he served as Assistant Treasurer.

Tokich serves as Senior Vice President and Chief Financial Officer.

He assumed this role in August 2017.

From February 2014 to July 2017, he served as Senior Vice President, Chief Financial Officer and Treasurer.

He joined STERIS in August 2003.

Adam Zangerle serves as Senior Vice President, General Counsel, and Company Secretary.

1 unchanged sentence

From July 2013 to July 2018, he served as Vice President, General Counsel, and Secretary.

He joined STERIS in November 1997.

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-K

Item 1. Business