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Item 8. Financial Statements and Supplementary Data

2026-05-29 compared with 2025-05-29 · 393 added, 412 removed, 1375 unchanged (37% of the section changed)

14 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), cash flows and shareholders' equity for each of the three years in the period ended March 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, 2026 and 2025, the related consolidated statements of income, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with U.S.

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Internal Revenue Service (the “IRS”) regarding deemed dividend inclusions and associated withholding tax for fiscal year 2018.

The IRS adjustments would result in a cumulative tax liability of approximately $50 million.

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

The Company believes it is more-likely-than-not that they will be able to sustain the tax benefit recognized in the U.S.

and has not recorded a liability for an uncertain tax position related to this matter.

Auditing management’s analysis of tax positions related to the lack of deemed dividend inclusions and associated withholding tax was challenging as the analysis is highly judgmental due to complex interpretations of tax laws and legal rulings.

This tax position must be evaluated, and there may be uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity.

Auditing management’s analysis of tax positions related to the lack of deemed dividend inclusions and associated withholding tax for fiscal year 2018 was challenging as the analysis is highly judgmental due to complex interpretations of tax laws and legal rulings.

In addition, periodic reassessment is required to evaluate changes impacting these tax positions, including regulatory changes, litigation and examination activity.

Addressed the

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We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions.

For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the facts and circumstances and the corresponding tax laws relied upon to conclude that it is currently more-likely-than-not that they will realize the benefit recorded.

Our audit procedures included, among others, involving income tax subject matter resources to assess the technical merits of the Company’s tax positions related to the deemed dividend inclusions and associated withholding tax.

We assessed the Company’s correspondence with the relevant tax authorities and evaluated income tax opinions and other third-party advice obtained by the Company.

We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and we tested the accuracy of the calculations performed.

We also evaluated the adequacy of the Company’s disclosures included in Note 10 to the consolidated financial statements in relation to these matters.

For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the facts and circumstances, including current year developments, and the corresponding tax laws relied upon to conclude that it is currently more-likely-than-not that they will realize the benefit recorded.

Our audit procedures included, among others, assessing the Company's correspondence with the relevant tax authorities related to current year developments.

With the assistance of our income tax professionals, we evaluated evidence of the status of the dispute with the IRS, including inquiries of and written representations from management and correspondence with external counsel engaged in the matter.

We also evaluated the adequacy of the Company's disclosures included in Note 10 to the consolidated financial statements in relation to the matter.

We have served as the Company’s auditor since 1989.

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CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(in millions, except par value)

March 31, 2026 2025

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Prepaid expenses and other current assets 230.4 203.8

Current assets held for sale — 804,904

Total current assets 2,394.6 2,000.8

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Accrued expenses and other 401.9 368.1

Current liabilities held for sale — 64,012

Total current liabilities 1,145.0 1,022.2

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CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share amounts)

(in millions, except per share amounts)

Years Ended March 31, 2026 2025 2024

11 unchanged sentences

Illinois EO litigation settlement — 48.2 —

Restructuring expenses 46,049 26,045 485

Restructuring expense 4.1 46.0 26.0

Total operating expenses 1,524.7 1,536.1 1,382.0

2 unchanged sentences

Interest expense 60.7 86.3 144.4

Interest and miscellaneous (income) expense ( 8,402 ) ( 11,043 ) 2,879

Gain on sale of businesses and equity investment, net ( 7,425 ) — —

Interest and miscellaneous income ( 9.8 ) ( 8.4 ) ( 11.0 )

Other expense (income), net 3.5 ( 7.4 ) —

Total non-operating expenses, net 54.4 70.4 133.3

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Net income 785.1 616.1 380.1

Net income (loss) attributable to noncontrolling interests

1,433 1,840 ( 1,217 )

Net income attributable to noncontrolling interests 2.8 1.4 1.8

Net income attributable to shareholders $ 782.3 $ 614.6 $ 378.2

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

(in millions)

Years Ended March 31, 2026 2025 2024

Net income $ 785.1 $ 616.1 $ 380.1

Net income (loss) attributable to noncontrolling interests

1,433 1,840 ( 1,217 )

Net income attributable to noncontrolling interests 2.8 1.4 1.8

Net income attributable to shareholders $ 782.3 $ 614.6 $ 378.2

Other comprehensive income (loss)

Defined benefit plan changes (net of taxes of $( 144 ), $( 155 ), and $ 521 , respectively)

149 ( 736 ) ( 1,264 )

Defined benefit plan changes ( 0.6 ) 0.1 ( 0.7 )

Change in cumulative foreign currency translation adjustment 179.7 36.2 ( 7.2 )

36,170 ( 7,211 ) ( 109,638 )

Total other comprehensive income (loss) attributable to shareholders 179.2 36.3 ( 7.9 )

Comprehensive income (loss) attributable to shareholders

$ 650,960 $ 370,292 $ ( 3,872 )

Comprehensive income attributable to shareholders $ 961.5 $ 651.0 $ 370.3

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(in millions)

Years Ended March 31, 2026 2025 2024

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Loss on classification as held for sale

Loss (gain) on sale of businesses and investments, net 6,444 327 ( 67 )

(Gain) loss on sale of businesses and investments, net ( 0.3 ) 6.4 0.3

Amortization of inventory fair value adjustments — — 4.8

Goodwill impairment loss — — 490,565

Other items ( 5.6 ) ( 3.7 ) 12.3

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Investing activities:

Purchases of property, plant, equipment, and intangibles, net ( 370,091 ) ( 360,326 ) ( 361,969 )

Purchases of property, plant, equipment, and intangibles ( 369.0 ) ( 370.1 ) ( 360.3 )

Proceeds from the sale of property, plant, equipment, and intangibles 10.5 9.2 7.4

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Proceeds from the sale of investments — — 3.9

Purchases of equity investments and convertible notes ( 10,750 ) ( 1,500 ) —

Purchases of investments ( 134.0 ) ( 10.8 ) ( 1.5 )

Acquisition of businesses, net of cash acquired ( 20.1 ) ( 54.1 ) ( 546.3 )

Net cash provided by (used in) investing activities 388,773 ( 887,361 ) ( 383,330 )

Net cash (used in) provided by investing activities ( 512.5 ) 388.8 ( 887.4 )

Financing activities:

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Payments on Private Placement Senior Notes ( 125.0 ) ( 80.0 ) —

(Payments) proceeds under credit facilities, net ( 446,304 ) 181,486 241,657

Proceeds (payments) under credit facilities, net 3.0 ( 446.3 ) 181.5

Deferred financing fees and debt issuance costs — ( 2.3 ) —

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Effect of exchange rate changes on cash and cash equivalents 7.2 0.2 ( 2.1 )

Decrease in cash and cash equivalents ( 35,319 ) ( 1,337 ) ( 139,963 )

Increase (decrease) in cash and cash equivalents 267.9 ( 35.3 ) ( 1.3 )

Cash and cash equivalents at beginning of period 171.7 207.0 208.4

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

(in millions, except per share amounts)

Ordinary Shares Retained

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Comprehensive income:

Net income (loss) — — 107,030 — ( 1,217 ) 105,813

Net income — — 378.2 — 1.8 380.1

Other comprehensive loss — — — ( 7.9 ) — ( 7.9 )

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

Contributions from noncontrolling interest holders — — — — 3.0 3.0

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

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Net income — — 614.6 — 1.4 616.1

Other comprehensive loss — — — ( 7,947 ) — ( 7,947 )

Other comprehensive income — — — 36.3 — 36.3

Repurchases of ordinary shares ( 1.0 ) ( 205.6 ) ( 7.1 ) — — ( 212.7 )

4 unchanged sentences

Contributions from noncontrolling interest holders — — — — 2.5 2.5

Divestiture of joint venture interest — — — — ( 2.6 ) ( 2.6 )

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

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

Contributions from noncontrolling interest holders — — — — 2,532 2,532

Divestiture of joint venture interest — — — — ( 2,639 ) ( 2,639 )

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Healthcare, Applied Sterilization Technologies ("AST"), and Life Sciences.

Previously, we had four reportable business segments, however, as a result of the divestiture of our Dental segment, Dental is presented as discontinued operations.

Previously, we had four reportable business segments, 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 reflect these changes for comparability purposes, as required.

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Investments in equity of unconsolidated affiliates, over which the Company has significant influence, but not control, over the financial and operating polices, are accounted for primarily using the equity method.

These investments are immaterial to the Company's consolidated financial statements.

Transactions between the Company and our unconsolidated affiliates are eliminated to the extent of the Company's ownership interest until such amounts are realized through transactions with third parties.

Our reporting currency is United States Dollars (USD).

Columns and rows within tables may not add due to rounding.

Percentages have been calculated using actual, non-rounded figures.

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 $ 787,500 , subject to customary adjustments, and up to an additional $ 12,500 in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025.

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

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.

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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 Consolidated Statements of Income for all periods presented, and we classified the Dental segment's assets and liabilities as held for sale for the year ended March 31, 2024 in the accompanying Consolidated Balance Sheets.

Due to the transaction closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, 2024.

The Dental segment results of operations have been classified 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.

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

Cash Equivalents and Supplemental Cash Flow Information.

Cash Equivalents.

Cash equivalents are all highly liquid investments with a maturity of three months or less when purchased.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Information supplementing our Consolidated Statements of Cash Flows is as follows:

Years Ended March 31, 2025 2024 2023

Cash paid during the year for:

Interest $ 89,401 $ 142,167 $ 108,470

Income taxes 273,611 271,274 254,661

Cash received during the year for income tax refunds 9,514 19,175 2,315

Revenue Recognition and Associated Liabilities.

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Revenues are measured at the amount of consideration that we expect to be paid in exchange for the products or services.

Product revenue is recognized when control passes to the Customer, which is generally based on contract or shipping terms.

Service revenue is recognized when the Customer benefits from the service, which occurs either upon completion of the service or as it is provided to the Customer.

Product revenues are recognized when control passes to the Customer, which is generally based on contract or shipping terms.

Service revenues are recognized when the Customer benefits from the service, which occurs either upon completion of the service or as it is provided to the Customer.

Our Customers include end users as well as dealers and distributors who market and sell our products.

Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale.

Our revenues are not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale.

Our standard return and restocking fee policies are applied to sales of products.

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Dealers and distributors may be offered sales incentives in the form of rebates.

We reduce revenue for discounts and estimated returns, rebates, and other similar allowances in the same period the related revenues are recorded.

The reduction in revenue for these items is estimated based on historical experience and trend analysis to the extent that it is probable that a significant reversal of revenue will not occur.

We reduce revenues for discounts and estimated returns, rebates, and other similar allowances in the same period the related revenues are recorded.

The reduction in revenues for these items is estimated based on historical experience and trend analysis to the extent that it is probable that a significant reversal of revenues will not occur.

Estimated returns are recorded gross on the Consolidated Balance Sheets.

In transactions that contain multiple performance obligations, such as when products, maintenance services, and other services are combined, we recognize revenue as each product is delivered or service is provided to the Customer.

In transactions that contain multiple performance obligations, such as when products, maintenance services, and other services are combined, we recognize revenues as each product is delivered or service is provided to the Customer.

We allocate the total arrangement consideration to each performance obligation based on its relative standalone selling price, which is the price for the product or service when it is sold separately.

Payment terms vary by the type and location of the Customer and the products or services offered.

Generally, the time between when revenue is recognized and when payment is due is not significant.

Generally, the time between when revenues are recognized and when payment is due is not significant.

We do not evaluate whether the selling price contains a financing component for contracts that have a duration of less than one year.

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At March 31, 2026, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

Refer to Note 13 titled, "Business Segment Information" for disaggregation of revenue.

Refer to Note 13 titled, "Business Segment Information" for disaggregation of revenues.

Product Revenues

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These contracts are primarily based on a Customer’s purchase order and may include a distributor, dealer or group purchasing organization ("GPO") agreement.

We recognize revenue for sales of products when control passes to the Customer, which generally occurs either when the products are shipped or when they are received by the Customer.

Revenue related to capital equipment products is deferred until installation is complete if the capital equipment and installation are highly integrated and form a single performance obligation.

We recognize revenues for sales of products when control passes to the Customer, which generally occurs either when the products are shipped or when they are received by the Customer.

Revenues related to capital equipment products are deferred until installation is complete if the capital equipment and installation are highly integrated and form a single performance obligation.

Service Revenues

Within our Healthcare and Life Sciences segments, Service revenues include revenue generated from parts and labor associated with the maintenance, repair and installation of capital equipment.

Within our Healthcare and Life Sciences segments, Service revenues include revenues generated from parts and labor associated with the maintenance, repair and installation of capital equipment.

These contracts are primarily based on a Customer’s purchase order and may include a distributor, dealer, or GPO agreement.

For maintenance, repair and installation of capital equipment, revenue is recognized upon completion of the service.

For maintenance, repair and installation of capital equipment, revenues are recognized upon completion of the service.

Healthcare service revenues also include outsourced reprocessing services and instrument repairs.

Contracts for outsourced reprocessing services are primarily based on an agreement with a Customer, ranging in length from several months to 20 years.

Outsourced reprocessing services revenue is

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

recognized ratably over the contract term using a time-based input measure, adjusted for volume and other performance metrics, to the extent that it is probable that a significant reversal of revenue will not occur.

Contracts for instrument repairs are primarily based on a Customer’s purchase order, and the associated revenue is recognized upon completion of the repair.

Outsourced reprocessing services revenues are recognized ratably over the contract term using a time-based input measure, adjusted for volume and other performance metrics, to the extent that it is probable that a significant reversal of revenues will not occur.

Contracts for instrument repairs are primarily based on a Customer’s purchase order, and the associated revenues are recognized upon completion of the repair.

We also offer preventive maintenance and separately priced extended warranty agreements to our Customers, which require us to maintain and repair products over the duration of the contract.

Generally, these contract terms are cancellable without penalty and range from one to five years.

Amounts received under these Customer contracts are initially recorded as a service liability and are recognized as Service revenue ratably over the contract term using a time-based input measure.

Within our AST segment, Service revenues include contract sterilization and laboratory services.

Amounts received under these Customer contracts are initially recorded as a service liability and are recognized as Service revenues ratably over the contract term using a time-based input measure.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Within our AST segment, Service revenues include contract sterilization and laboratory services, as well as service support for our installed base of capital equipment.

Sales contracts for contract sterilization and laboratory services are primarily based on a Customer’s purchase order and associated Customer agreement, and revenues are generally recognized upon completion of the service.

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Deferred revenue is recorded when payment is received in advance of performance under the contract.

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

During fiscal 2025, we recognized revenue of $ 65,056 that was included in our contract liability balance at the beginning of the period.

During fiscal 2024, we recognized revenue of $ 66,690 that was included in our contract liability balance at the beginning of the period.

Refer to Note 9 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.

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

During fiscal 2026, we recognized revenues of $ 51.5 million that were included in our contract liability balance at the beginning of the period.

During fiscal 2025, we recognized revenues of $ 65.1 million that were included in our contract liability balance at the beginning of the period.

Refer to Note 9 titled, "Additional Consolidated Balance Sheet Information" for deferred revenues balances.

Service Liabilities

Payments received in advance of performance for cancellable preventive maintenance and separately priced extended warranty contracts are recorded as service liabilities.

Service liabilities are recognized as revenue as performance is rendered under the contract.

Service liabilities are recognized as revenues as performance is rendered under the contract.

Refer to Note 9 titled, "Additional Consolidated Balance Sheet Information" for service liability balances.

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

As of March 31, 2025, the transaction price allocated to remaining performance obligations was approximately $ 1,658,025 .

As of March 31, 2026, the transaction price allocated to remaining performance obligations was approximately $ 1,366.2 million.

We expect to recognize approximately 56 % of the transaction price within one year and approximately 35 % beyond one year.

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Accounts receivable consist of amounts billed and currently due from Customers and amounts earned but unbilled.

We may obtain and perfect a security interest in products sold in the United States when we have a concern with the Customer's risk profile.

We may obtain and perfect a security interest in products sold where allowed by laws and regulations when we have a concern with the Customer's risk profile.

We maintain an allowance for uncollectible accounts receivable for estimated losses in the collection of amounts owed by Customers.

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Inventory costs include material, labor, and overhead.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

We review inventory on an ongoing basis, considering factors such as deterioration, obsolescence, and other items.

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Repairs and maintenance are charged to expense as they are incurred.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Land is not depreciated and construction in progress is not depreciated until placed in service.

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We capitalize interest costs incurred during the construction of long-lived assets.

We capitalized interest costs of $ 7,160 and $ 7,094 for the years ended March 31, 2025 and 2024, respectively.

Total interest expense for the years ended March 31, 2025, 2024, and 2023 was $ 86,261 , $ 144,351 , and $ 107,956 , respectively.

We capitalized interest costs of $ 12.0 million and $ 7.2 million for the years ended March 31, 2026 and 2025, respectively.

Total interest expense for the years ended March 31, 2026, 2025, and 2024 was $ 60.7 million, $ 86.3 million, and $ 144.4 million, respectively.

Identifiable Intangible Assets.

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Investments in marketable securities are stated at fair value.

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

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

Investments without readily determinable fair values, are measured at cost, less any impairment, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The cost of equity method investments includes the purchase price plus transaction-related costs that are directly attributable to the investments.

The investments are subsequently adjusted to recognize the Company's proportionate share of the investees' earnings or losses, distributions received, amortization of basis differences, and impairments, if any, with the impacts on our earnings recorded within Other (income) expense on the Consolidated Statements of Income.

Where the cost of the Company's investment exceeds our proportionate share of the underlying book value of our investees' net assets, the excess is attributed to basis differences between the fair value and carrying amount of the identifiable assets and liabilities.

Basis differences associated with depreciable or amortizable assets are amortized over their estimated useful lives.

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

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We monitor for such indicators on an ongoing basis and if an impairment exists, we record the loss in the Consolidated Statements of Income during that period.

We also evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Asset Retirement Obligations.

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We provide additional information about our asset retirement obligations in Note 7 titled, “Property, Plant, and Equipment.”

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Acquisitions of Business.

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We estimate a liability for incurred but not reported claims based upon recent claims experience.

Liability amounts are recorded in the "Accrued expenses and other" and "Other liabilities" line of our Consolidated Balance Sheets.

Liability amounts are recorded in the "Accrued expenses and other" and "Other liabilities" lines of our Consolidated Balance Sheets.

Benefit Plans.

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Foreign Currency Translation.

Our reporting currency is United States Dollars ("USD").

Most of our operations use their local currency as their functional currency.

Financial statements of subsidiaries are translated into U.S.

dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses.

Financial statements of subsidiaries are translated into USD using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses.

Translation adjustments for subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive income (loss) within equity.

Transactions with equity method investees are recorded in their transactional currency and converted to the functional currency of the investor.

The carrying amount of the investment is translated from the functional currency of the investor to USD, with translation adjustments recorded in accumulated other comprehensive income (loss) within equity.

Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying Consolidated Statements of Income, except for certain intercompany balances designated as long-term in nature.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Forward and Swap Contracts.

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These contracts are marked to market, with gains and losses recognized within Selling, general, and administrative expenses or Cost of revenues in the accompanying Consolidated Statements of Income.

Warranties are provided on the sale of certain of our products and services and an accrual for estimated future claims is recorded at the time revenue is recognized.

Warranties are provided on the sale of certain of our products and services and an accrual for estimated future claims is recorded at the time revenues are recognized.

We estimate warranty expense based primarily on historical warranty claim experience.

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Shipping and handling costs charged to Customers are recorded as revenues in the period the product revenues are recognized.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Advertising Expenses.

Costs incurred for communicating, advertising and promoting our products are generally expensed when incurred as a component of Selling, general, and administrative expenses.

We incurred $ 19,949 , $ 25,474 , and $ 21,668 of advertising costs during the years ended March 31, 2025, 2024, and 2023, respectively.

We incurred $ 20.3 million, $ 19.9 million, and $ 25.5 million of advertising costs during the years ended March 31, 2026, 2025, and 2024, respectively.

Research and Development.

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We describe share-based compensation in Note 16 titled, “Share-Based Compensation.” We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

We record liability awards at fair value each reporting period, and the change in fair value is reflected as share-based compensation expense in our Consolidated Statements of Income.

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

These costs are recognized in the Consolidated Statements of Income over the period during which an employee is required to provide service in exchange for the award.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Recently Issued Accounting Standards Impacting the Company

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Standards that have been adopted in fiscal 2026

ASU 2023-07 "Segment Reporting (Topic 280)

Improvements to Reportable Segment Disclosures." November 2023 The standard provides guidance to enhance disclosures related to reportable segment expenses, including requirements to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM"), the title and position of the CODM and a description of how the CODM uses the information to make decisions regarding the allocation of resources.

The standard also requires disclosure of certain segment information currently required annually to be reported on an interim basis.

Fourth Quarter Fiscal 2025 We adopted this standard in fiscal 2025.

Refer to Note 13 titled, "Business Segment Information" for enhanced disclosures.

Standards that have not yet been adopted.

ASU 2023-09 "Income Taxes (Topic 740) Improvements to Income Tax Disclosures." December 2023

The standard provides guidance to enhance disclosures related to income taxes paid (net of refunds), requiring disaggregation by federal, state, and foreign, and disclosure of income taxes paid (net of refunds received) by individual jurisdictions that represent greater than 5% of the total.

ASU 2023-09 "Income Taxes (Topic 740) Improvements to Income Tax Disclosures." December 2023 The standard provides guidance to enhance disclosures related to effective tax rate reconciliations, requiring separate disclosure of certain categories and further disaggregation of items that meet a quantitative threshold.

It also addresses disclosures of income taxes paid (net of refunds), requiring disaggregation by federal, state, and foreign, and disclosure of individual jurisdictions that meet a quantitative threshold.

The standard also requires disclosure of income (loss) from continuing operations before income taxes, disaggregated between domestic and foreign, and income tax expense (or benefit) disaggregated by federal, state, and foreign.

1 unchanged sentence

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.

Fourth Quarter Fiscal 2026 We adopted this standard on a prospective basis in fiscal 2026.

Refer to Note 10 titled, "Income Taxes" for enhanced disclosures.

Standards that have not yet been adopted.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

"Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets." July

2025 The standard introduces a practical expedient allowing entities to assume current economic conditions, as of the balance sheet date, remain unchanged when estimating expected credit losses for current trade receivables and contract assets.

The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods, with early adoption permitted.

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

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

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

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

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

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.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RESTRUCTURING

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Approximately 300 positions have been eliminated.

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

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

As of March 31, 2026, the execution of our Restructuring Plan is substantially complete.

The following table summarizes our total pre-tax restructuring expenses recorded in fiscal 2026 and 2025 related to the Restructuring Plan:

(in millions)

Restructuring Plan

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The Restructuring Plan expenses incurred during fiscal 2026 and 2025 primarily related to actions taken in our Healthcare and AST segments.

Total pre-tax restructuring expense of $ 106,665 has been recorded relating to the Restructuring Plan since inception, of which $ 34,552 has been recorded in Cost of revenues.

Additional costs with respect to our Restructuring Plan in fiscal 2026 are not expected to be significant.

Total pre-tax restructuring expense of $ 110.1 million has been recorded relating to the Restructuring Plan since inception, of which $ 33.9 million has been recorded in Cost of revenues.

Liabilities related to restructuring activities are recorded as current liabilities in the accompanying Consolidated Balance Sheets within "Accrued payroll and other related liabilities" and "Accrued expenses and other." The following table summarizes our restructuring liability balances:

Restructuring Plan

(in millions) Restructuring Plan

Balance at March 31, 2024 $ 0.7

Fiscal 2025 charges 41.4

Payments ( 23.7 )

Balance at March 31, 2025 $ 18.4

BUSINESS ACQUISITIONS AND DIVESTITURES

Fiscal 2026 charges 4.1

Balance at March 31, 2026 $ 7.1

BUSINESS ACQUISITIONS, DIVESTITURES, AND INVESTMENTS

Fiscal 2026 Acquisitions

During 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 $ 54,139 .

During 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.

Purchase price allocations are based on the latest draft valuations and remain preliminary.

As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments and associated deferred taxes may be recorded during the remaining measurement period, not to exceed one year from closing.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal 2026 Investments

During fiscal 2026, we purchased $ 134.0 million in investments, predominantly related to a noncontrolling equity investment representing an approximately one-third ownership interest in a non-U.S.-based healthcare product manufacturer accounted for under the equity method.

In connection with the equity method investment, the Company entered into arrangements that provide rights (and, in certain cases, obligations) that could result in the Company acquiring the remaining equity interests in the investee upon the occurrence of specified events or conditions.

The potential acquisition would be for a purchase price that is proportionate to the Company's initial investment, subject to customary working capital adjustments, on a debt‑free, cash‑free basis.

The timing of such acquisition, if any, would depend on the terms of those arrangements and the satisfaction of the applicable conditions.

Fiscal 2025 Acquisitions

During 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 $ 54.1 million.

Fiscal 2024 Acquisitions

On August 2, 2023 we purchased the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton, Dickinson and Company (NYSE:

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The acquisition was accounted for as a business combination in accordance with ASC 805.

The purchase price of the acquisition was $ 539,758 .

The acquisition also qualified for a tax benefit related to tax deductible goodwill, with a present value of approximately $ 60,000 .

The purchase price of the acquisition was $ 539.8 million.

The acquisition also qualified for a tax benefit related to tax deductible goodwill, with a present value of approximately $ 60.0 million.

The purchase price of the acquisition was financed with borrowings from our existing credit facility.

For more information, refer to Note 8 titled, " Debt."

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

The table below summarizes the allocation of the purchase price to the net assets acquired from BD based on fair values at the acquisition date.

September 30, 2023

(As Previously Reported)

Adjustments (2)

Inventory 27,006 4,821 $ 31,827

Property, plant, and equipment 6,755 1,109 7,864

Lease right-of-use assets, net — 1,737 1,737

Intangible assets (1)

303,598 ( 598 ) 303,000

Goodwill 202,399 ( 5,332 ) 197,067

Total assets acquired 539,758 1,737 541,495

Lease obligations — 1,737 1,737

Total liabilities assumed — 1,737 1,737

Net assets acquired $ 539,758 $ — $ 539,758

(1) Includes estimated fair values of $ 238,000 for Customer relationships ( 13 years estimated useful life), $ 50,000 for Patents and technology ( 13 years estimated useful life), and $ 15,000 for Trademarks and trade names ( 15 years estimated useful life) as of the acquisition date.

(2) No additional adjustments made during fiscal 2025.

In addition to the acquisition of assets from BD, we completed two tuck-in acquisitions during fiscal 2024, which expanded our product and service offerings in the AST and Healthcare segments.

Total aggregate consideration was approximately $ 6,498 , net of cash acquired.

Fiscal 2023 Acquisitions

During fiscal 2023, we completed several tuck-in acquisitions which continued to expand our product and service offerings in the AST and Healthcare segments.

Total aggregate consideration was approximately $ 49,842 , including contingent consideration of $ 7,269 .

Fair Value of Assets Acquired and Liabilities Assumed

Total aggregate consideration was approximately $ 6.9 million, net of cash acquired.

Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

The table below summarizes the allocation of the purchase price to the net assets acquired based on fair values at the acquisition dates for our fiscal 2026, 2025, and 2024 acquisitions.

Fiscal Year 2025 (1)

(in millions) Fiscal Year 2026 (1)

Fiscal Year 2025 Fiscal Year 2024

All Acquisitions Other Acquisitions

(Excluding BD)

All Acquisitions

All Acquisitions All Acquisitions BD Other Acquisitions

Cash $ 0.4 $ — $ — $ 0.4

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( 1) Purchase price allocation is preliminary as of March 31, 2026, as valuations have not been finalized.

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenues and cost synergies of the combined company and assembled workforce.

No portion of the goodwill recognized in fiscal 2026 was deductible for tax purposes.

The deductible portion of goodwill recognized as a result of fiscal 2025 and fiscal 2024 acqu isitions wa s $ 0.4 million and $ 195.7 million, respectively.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce.

The deductible portion of goodwill for tax purposes recognized as a result of the fiscal 2025, 2024 and fiscal 2023 acqu isitions wa s $ 425 , $ 195,667 and $ 4,863 , respectively.

Acquisition related transaction and integration costs totaled $ 11,159 , $ 25,526 , and $ 23,486 for the fiscal years ended March 31, 2025 , 2024, and 2023, respectively.

Acquisition and integration expenses declined in fiscal 2025 as we completed the integration work associated with the fiscal 2024 acquisition of assets from BD and the fiscal 2023 acquisition of Cantel Medical which drove the higher level of spending in prior years.

Acquisition related transaction and integration costs totaled $ 6.2 million, $ 11.2 million , and $ 25.5 million for the fiscal years ended March 31, 2026 , 2025, and 2024, respectively.

Acquisition and integration expenses declined in fiscal 2026 as we completed fewer acquisitions during fiscal 2026 as compared to prior years.

These costs are included in Selling, general, and administrative expenses in the 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 $ 787,500 , subject to customary adjustments, and up to an additional $ 12,500 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.

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

We recorded net proceeds of $ 41,894 and recognized a pre-tax gain on the sale of $ 19,263 in fiscal 2025.

The business generated approximately $ 35,000 in revenues in fiscal 2024.

In April 2022, we entered into an Asset Purchase Agreement to sell certain assets of our Animal Health business to Veterinary Orthopedic Implants, LLC.

We recorded net proceeds of $ 5,228 and recognized a pre-tax loss on the sale of $ 4,852 in the Selling, general, and administrative expenses line of the Consolidated Statements of Income.

The business generated annual revenues of approximately $ 12,000 .

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

The business generated approximately $ 35.0 million in revenues in fiscal 2024.

DISCONTINUED OPERATIONS

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.

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.

The Dental segment results of operations have been reclassified as income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented, and we classified the Dental segment's assets and liabilities as held for sale as of March 31, 2024 in the accompanying Consolidated Balance Sheets.

Due to the transaction closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, 2024.

We analyzed the quantitative and qualitative factors relevant to the fiscal 2025 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 classified 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

The following tables summarize the major classes of assets and liabilities of the Dental segment that were classified as held for sale in the Consolidated Balance Sheets as of March 31, 2024:

Assets held for sale:

Accounts receivable, net $ 48,590

Inventories, net 89,345

Property, plant, and equipment, net 73,395

Lease right-of-use assets, net 22,822

Intangibles, net 770,731

Prepaid expenses and other assets 2,953

Loss accrued on classification as held for sale

Total assets held for sale

Liabilities held for sale:

Accounts payable $ 10,580

Accrued income taxes 433

Accrued payroll and other related liabilities 13,683

Lease obligations 23,722

Accrued expenses and other 15,594

Total liabilities held for sale

The following table summarizes the major line items constituting income (loss) of discontinued operations associated with the Dental segment for the years ended March 31, 2025, and 2024:

(in millions)

Years Ended March 31, 2025 2024

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Gross profit:

28,790 180,093 178,966

Operating expenses:

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Fiscal 2024 amount relates to accrued transaction costs and the estimated accrued loss included in held for sale as of March 31, 2024.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

In connection with the preparation of our second quarter consolidated financial statements in fiscal 2023, we considered the risk of impairment due to deteriorating macroeconomic conditions including rising interest rates and inflationary pressures on material and labor costs, as well as uncertainty regarding the impact such economic strains will have on patient and Customer behavior in the short-term.

Our conclusion, based on the qualitative assessment of these factors, was that it was more likely than not that the goodwill allocated to the Dental segment as of September 30, 2022 was impaired.

Our quantitative analysis to measure the extent of goodwill impairment compared the estimated fair value to the carrying value of the Dental segment.

The fair value is estimated as the present value of future cash flows.

Future cash flow projections are consistent with those used in our forecasting and strategic planning processes.

The determination of the discount rate requires judgement and assumptions to be developed about the weighted average cost of capital that market participants would employ in evaluating the current fair value of the business.

The macroeconomic factors that triggered the interim review are also the drivers of the increase in the weighted average cost of capital assumption.

We concluded that the estimated fair value of the Dental segment was below the carrying value and recognized a non-cash goodwill impairment charge of $ 490,565 .

The effective income tax rates for the years ended March 31, 2025 and 2024 were ( 371.0 )%, and 24.3 %, respectively.

Our fiscal 2025 tax rate was driven by favorable discrete items.

In fiscal 2023, the impairment of goodwill impacted the operations in the United States and other locations by $ 441,643 and $ 48,922 , respectively.

Approximately $ 207,367 of this impairment was non-deductible.

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

2025 2024 2023

(in millions) 2025 2024

Operating activities of discontinued operations:

Depreciation, depletion, and amortization (1)

$ — $ 115,177 $ 130,367

Goodwill impairment loss — — 490,565

Investing activities of discontinued operations:

Purchases of property, plant, equipment, and intangibles, net $ ( 433 ) $ ( 9,150 ) $ ( 9,470 )

Purchases of property, plant, equipment, and intangibles $ ( 0.4 ) $ ( 9.2 )

(1) We concluded that the criteria to report assets held for sale was met on March 2, 2024, as such we did not depreciate or amortize related property, plant, equipment and intangible assets subsequent to this date.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL AND INTANGIBLE ASSETS

Changes to the carrying amount of goodwill for the years ended March 31, 2026 and 2025 were as follows:

Segment AST Segment Life Sciences

Segment Total

(in millions) Healthcare AST Life Sciences Total

Balance at March 31, 2024 $ 2,500.9 $ 1,387.6 $ 182.2 $ 4,070.7

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Balance at March 31, 2026 $ 2,539.0 $ 1,482.3 $ 173.5 $ 4,194.8

See Note 3 titled, "Business Acquisitions and Divestitures," for additional information regarding our recent business acquisitions and divestitures.

See Note 3 titled, "Business Acquisitions, Divestitures, and Investments," for additional information regarding our recent business acquisitions and divestitures.

We evaluate the recoverability of recorded goodwill and indefinite-lived intangible assets annually during the third fiscal quarter, or when indicators of potential impairment exist.

Our goodwill is assessed at the reporting unit level which is equivalent to the Company's reportable operating segments.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

During our annual reviews for fiscal 2026, 2025, and 2024, there were no indicators that impairment of goodwill or indefinite-lived intangible assets was more likely than not.

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Information regarding our intangible assets is as follows:

(in millions) 2026 2025

March 31, Gross

8 unchanged sentences

Total $ 3,403.0 $ 1,783.0 $ 3,362.4 $ 1,508.0

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain trademarks and tradenames obtained as a result of business combinations are indefinite-lived assets.

The approximate carrying value of these assets at March 31, 2025 and March 31, 2024 was $ 14,250 .

The approximate carrying value of these assets at March 31, 2026 and March 31, 2025 was $ 14.3 million.

We evaluate our indefinite-lived intangible assets annually during the third quarter or when evidence of potential impairment exists.

No impairment was recognized for fiscal years 2026, 2025 or 2024.

Total amortization expense for intangible assets was $ 276,192 , $ 268,319 , and $ 259,676 for the years ended March 31, 2025, 2024, and 2023, respectively.

Total amortization expense for intangible assets was $ 268.2 million, $ 276.2 million, and $ 268.3 million for the years ended March 31, 2026, 2025, and 2024, respectively.

Based upon the current amount of intangible assets subject to amortization, the amortization expense for each of the five succeeding fiscal years is estimated to be as follows:

2026 2027 2028 2029 2030

(in millions) 2027 2028 2029 2030 2031

Estimated amortization expense $ 253.1 $ 248.2 $ 246.3 $ 241.3 $ 209.1

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Components of our inventories are presented in the following table.

(in millions)

March 31, 2026 2025

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Inventories, net $ 631.8 $ 581.3

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

PROPERTY, PLANT, AND EQUIPMENT

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

(in millions)

March 31, 2026 2025

6 unchanged sentences

Construction in progress (1)

512,142 500,106

Total property, plant, and equipment 4,105.9 3,687.7

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Construction in progress is not depreciated until placed in service.

Depreciation and depletion expense were $ 199,740 , $ 181,722 and $ 165,019 , for the years ended March 31, 2025, 2024, and 2023, respectively.

Depreciation and depletion expense were $ 218.3 million, $ 199.7 million and $ 181.7 million, for the years ended March 31, 2026, 2025, and 2024, respectively.

Asset Retirement Obligations

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the present value of a liability and offsetting asset, the subsequent accretion of that liability and depletion of the asset, and the periodic review of the ARO liability estimates and discount rates used in the analysis.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the activity in the liability for asset retirement obligations.

Asset Retirement Obligations

(in millions) Asset Retirement Obligations

Balance at March 31, 2024 $ 13.7

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Balance at March 31, 2026 $ 15.3

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Indebtedness as of March 31, 2026 and 2025 was as follows:

(in millions) March 31,

2026 March 31,

Short-term debt

Term loan, current portion $ — $ 41,250

Delayed draw term loan, current portion — 44,688

Private Placement Senior Notes 118.9 125.0

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Deferred financing costs ( 13.8 ) ( 15.3 )

Term loan — 3,750

Delayed draw term loan — 548,438

Senior Public Notes 1,350.0 1,350.0

2 unchanged sentences

Revolving Credit Facility

On October 7, 2024, STERIS plc (“Parent”), STERIS Corporation, STERIS Limited ("Limited"), and STERIS Irish FinCo Unlimited Company (“FinCo”), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $ 1,100,000 revolving credit facility (the “Revolving Credit Facility”), which replaced a prior credit agreement, dated as of March 19, 2021.

On October 7, 2024, STERIS plc (“Parent”), STERIS Corporation ("Corporation"), STERIS Limited ("Limited"), and STERIS Irish FinCo Unlimited Company (“FinCo”), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and 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.

The Revolving Credit Agreement provides for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit.

The Revolving Credit Agreement may be increased in specified circumstances by up to $ 625,000 in the discretion of the lenders.

The Revolving Credit Agreement may be increased in specified circumstances by up to $ 625.0 million in the discretion of the lenders.

The Revolving Credit Agreement matures on the date that is five years after October 7, 2024, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date.

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There is no premium or penalty for prepayment of Base Rate Advances, but prepayments of Term Benchmark Advances are generally subject to a breakage fee.

Advances may be extended in U.S.

Dollars or in specified alternative currencies (“Alternative Currency Advances”).

Alternative Currency Advances are limited in the aggregate to the equivalent of $ 625,000 .

As of March 31, 2025 a total of $ 34,750 of borrowings were outstanding under the Revolving Credit Facility, based on currency exchange rates as of March 31, 2025.

Term Loan and Delayed Draw Term Loan

On March 19, 2021, Parent, STERIS Corporation, Limited, and FinCo, each as a borrower and guarantor, entered into a term loan agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Term Loan Agreement”) providing for a $ 550,000 term loan facility, which replaced an existing term loan agreement, dated as of November 18, 2020.

Also on March 19, 2021, Parent, STERIS Corporation, Limited, and FinCo, each as a borrower and guarantor, entered into a delayed draw term loan agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Delayed Draw Term Loan Agreement”) providing for a delayed draw term loan facility of up to $ 750,000 in connection with STERIS’s acquisition of Cantel Medical.

The Company used the proceeds

Advances may be extended

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

from the divestiture of the Dental segment to repay all outstanding amounts under the Term Loan Agreement and Delayed Draw Term Loan Agreement and such agreements expired on their terms.

Dollars or in specified alternative currencies (“Alternative Currency Advances”).

Alternative Currency Advances are limited in the aggregate to the equivalent of $ 625.0 million.

As of March 31, 2026 a total of $ 37.8 million of borrowings were outstanding under the Revolving Credit Facility.

Senior Public Notes

On April 1, 2021, FinCo completed an offering of $ 1,350,000 in aggregate principal amount, of its senior notes in two separate tranches:

(i) $ 675,000 aggregate principal amount of FinCo’s 2.700 % Senior Notes due 2031 (the “2031 Notes”) and (ii) $ 675,000 aggregate principal amount of FinCo’s 3.750 % Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Senior Public Notes”).

The Senior Public Notes were issued pursuant to an Indenture, dated as of April 1, 2021, among FinCo, as the issuer, Parent, STERIS Corporation and Limited (together Parent, STERIS Corporation and Limited, the “Guarantors”) and U.S.

On April 1, 2021, FinCo completed an offering of $ 1,350.0 million in aggregate principal amount, of its senior notes in two separate tranches:

(i) $ 675.0 million aggregate principal amount of FinCo’s 2.700 % Senior Notes due 2031 (the “2031 Notes”) and (ii) $ 675.0 million aggregate principal amount of FinCo’s 3.750 % Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Senior Public Notes”).

The Senior Public Notes were issued pursuant to an Indenture, dated as of April 1, 2021, among FinCo, as the issuer, Parent, Corporation and Limited (together Parent, Corporation and Limited, the “Guarantors”) and U.S.

Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 1, 2021, among FinCo, the Guarantors and the Trustee.

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Our outstanding Private Placement Senior Notes at March 31, 2026 and 2025 were as follows:

Applicable Note Purchase Agreement Maturity Date U.S.

(in millions) Applicable Note Purchase Agreement Maturity Date U.S.

Dollar Value at March 31, 2026 U.S.

5 unchanged sentences

2015 Private Placement

December 2027 25,000 25,000

$ 125,000 Senior notes at 3.45 %

2015 Private Placement

May 2025 — 125.0

26 unchanged sentences

February 2032 39.7 38.8

Total Senior Notes $ 674,215 $ 751,433

On February 27, 2017, Limited issued and sold an aggregate principal amount of $ 95,000 , € 99,000 , and £ 75,000 , of senior notes in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933.

Total Private Placement Senior Notes $ 557.8 $ 674.2

On February 27, 2017, Limited issued and sold an aggregate principal amount of $ 95.0 million, € 99.0 million, and £ 75.0 million, of senior notes (collectively, the “2017 senior notes”) in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933.

These notes have maturities of between 10 years and 15 years from the issue date.

The agreement governing these notes contains leverage and interest coverage covenants.

On May 15, 2015, STERIS Corporation issued and sold $ 350,000 of senior notes, in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933.

On May 15, 2015, Corporation issued and sold $ 350.0 million of senior notes (the "2015 senior notes"), in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933.

These notes have maturities of 10 years to 15 years from the issue date.

The agreement governing these notes contains leverage and interest coverage covenants.

In December 2012, and in February 2013 STERIS Corporation issued and sold $ 200,000 of senior notes, in a private placement to certain institutional investors in offerings that were exempt from the registration requirements of the Securities Act of 1933.

In December 2012, and in February 2013 Corporation issued and sold $ 200.0 million of senior notes (collectively, the "2012 senior notes"), in a private placement to certain institutional investors in offerings that were exempt from the registration requirements of the Securities Act of 1933.

The agreement governing the notes contains leverage and interest coverage covenants.

On March 19, 2021, STERIS Corporation as issuer, and Parent, Limited and FinCo, as guarantors, entered into (1) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated December 4, 2012) per the 2012 and 2013 senior notes (the “2012 Amendment”), and (2) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated March 31, 2015) for the 2015 senior notes (the

On March 19, 2021, Corporation as issuer, and Parent, Limited and FinCo, as guarantors, entered into (1) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated December 4, 2012) for the 2012 senior notes (the “2012 Amendment”), and

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

“2015 Amendment”).

Also on March 19, 2021, Limited, as issuer, and Parent, STERIS Corporation and FinCo, as guarantors, entered into a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated a certain note purchase agreement originally dated January 23, 2017) for the 2017 senior notes (together with the 2012 Amendment and the 2015 Amendment, the “NPA Amendments”).

(2) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated March 31, 2015) for the 2015 senior notes (the “2015 Amendment”).

Also on March 19, 2021, Limited, as issuer, and Parent, Corporation and FinCo, as guarantors, entered into a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated a certain note purchase agreement originally dated January 23, 2017) for the 2017 senior notes (together with the 2012 Amendment and the 2015 Amendment, the “NPA Amendments”).

The NPA Amendments provided, among other things, for the waiver of certain repurchase rights of the note holders and increased the size of certain baskets to more closely align with other current credit agreement baskets.

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The combined annual aggregate amount of maturities of our outstanding debt by fiscal year is as follows:

2026 $ 125,000

(in millions)

2031 and thereafter 1,511.5

Total $ 1,945.6

Supplemental cash flow information related to debt is as follows::

(in millions)

Years Ended March 31, 2026 2025 2024

Cash paid during the year for interest $ 64.7 $ 89.4 $ 142.2

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

ADDITIONAL CONSOLIDATED BALANCE SHEET INFORMATION

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

(in millions)

March 31, 2026 2025

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

The total provision for income taxes can be reconciled to the tax computed at the Ireland statutory tax rate as follows:

We present a reconciliation of the effective global income tax rate from the Irish national trading rate, our country of domicile.

The total provision for income taxes for the year ended March 31, 2026 can be reconciled to the tax computed at the Ireland statutory trading income tax rate, presented in accordance with the requirements of newly adopted ASU 2023-09, as follows:

Year Ended March 31, 2026

(dollars in millions) Amount Percentage

Tax at national statutory rate $ 130.9 12.5 %

National nontaxable, nondeductible items ( 0.1 ) — %

National cross-border laws 7.3 0.7 %

National other 3.1 0.3 %

Foreign tax effects, U.S.

Statutory rate differential 62.9 6.0 %

Federal credits ( 6.1 ) ( 0.6 ) %

State and local taxes, net 30.8 2.9 %

Equity based compensation ( 7.0 ) ( 0.7 ) %

Withholding taxes 19.8 1.9 %

Foreign-derived deduction eligible income ( 8.5 ) ( 0.8 ) %

Other 10.9 1.0 %

Foreign tax effects, U.K.

Statutory rate differential 6.8 0.6 %

Other 0.3 — %

Foreign tax effects, other jurisdictions 12.2 1.2 %

Global changes in uncertain tax positions ( 1.6 ) ( 0.2 ) %

All other, net 0.6 0.2 %

Total Provision for Income Taxes $ 262.2 25.0 %

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total provision for income taxes for the years ended March 31, 2025 and March 31, 2024 can be reconciled to the tax computed at the Ireland statutory tax rate, presented before adoption of ASU 2023-09, as follows:

Years Ended March 31, 2025 2024

2 unchanged sentences

state and local taxes, net of federal income tax expense (benefit) 2.8 % 2.2 %

2.8 % 2.2 % ( 1.1 ) %

Change in valuation allowances 0.7 % 0.9 %

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We operate a global financing structure using a wholly-owned financing company domiciled in Ireland, FinCo, which has a material impact on the relative amount of income before income taxes by geography.

In each of the years presented, FinCo contributed more than 90% of the pre-tax income of Ireland operations.

In each of the years presented, FinCo contributed a significant majority of the pre-tax income of Ireland operations.

Its activities are driven by funding needs for acquisitions, capital investments, and working capital.

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Significant transactions not indicative of operating trends that impacted the amount of income before income taxes by geography and resulting provision for income tax and effective tax rate include:

• In fiscal 2025, income from continuing operations before income taxes, in the United States and Other locations, was impacted by $ 62,275 of expenses associated with restructuring.

This resulted in approximately $ 6,049 of an increase to our valuation allowance in Other locations.

• In fiscal 2024, income from continuing operations before income taxes, in the United States and Other locations, was impacted by $ 44,390 of expenses associated with restructuring.

This resulted in approximately $ 2,600 of an increase to our valuation allowance in Other locations.

• In fiscal 2023, there was a $ 23,389 favorable tax impact from changes in U.S.

state and local tax rates applied to existing deferred tax assets and liabilities.

• In fiscal 2026, there were no significant transactions of this nature.

• In fiscal 2025, income from continuing operations before income taxes, in the United States and Other locations, was impacted by $ 62.3 million of expenses associated with restructuring.

This resulted in approximately $ 6.0 million of an increase to our valuation allowance in Other locations.

• In fiscal 2024, income from continuing operations before income taxes, in the United States and Other locations, was impacted by $ 44.4 million of expenses associated with restructuring.

This resulted in approximately $ 2.6 million of an increase to our valuation allowance in Other locations.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Income from continuing operations before income taxes of our domestic and foreign operations based on the geographic locations of our operations was as follows:

(in millions)

Years Ended March 31, 2026 2025 2024

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The components of the provision for income taxes related to income from continuing operations consisted of the following:

(in millions)

Years Ended March 31, 2026 2025 2024

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A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows:

(in millions) 2026 2025

Unrecognized Tax Benefits Balance at April 1 $ 1.8 $ 2.2

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We recognized interest and penalties related to uncertain tax positions in the provision for income taxes.

As of March 31, 2025 and 2024, we had $ 70 and $ 143 accrued for interest and penalties, respectively.

If all unrecognized tax benefits were recognized, the net impact on the provision for income tax expense would be $ 1,880 .

The decrease in unrecognized tax benefits from prior year is due to the expiration of old positions.

It is reasonably possible that during the next 12 months, there will be no material reductions in unrecognized tax benefits as a result of the expiration of various statutes of limitations or other matters.

As of March 31, 2026 and 2025, we had $ 0.1 million accrued for interest and penalties.

If all unrecognized tax benefits were recognized, the net impact on the provision for income tax expense would be $ 0.2 million.

The decrease in the balance of unrecognized tax benefits from prior year is due to the expiration of old positions.

We operate in numerous taxing jurisdictions and are subject to regular examinations by various United States federal, state and local, as well as foreign jurisdictions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

examinations by tax authorities for years before fiscal 2018.

We remain subject to tax authority audits in various jurisdictions wherever we do business.

In the fourth quarter of fiscal 2021, we completed an appeals process with the U.S.

Internal Revenue Service (the “IRS”) regarding proposed audit adjustments related to deductibility of interest paid on intercompany debt for fiscal years 2016 through 2017.

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 $ 12,000 for the fiscal years 2016 through 2020, materially all of which has been paid through March 31, 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 $ 50,000 .

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.

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

We estimate that the tax benefit from our Costa Rica Tax Holiday is $ 5,300 (or $ 0.05 per fully diluted share), annually.

We estimate that the tax benefit from our Costa Rica Tax Holiday is $ 7.4 million (or $ 0.07 per fully diluted share), annually.

The Tax Holiday runs fully exempt from income tax through 2031.

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The significant components of the deferred tax assets and liabilities recorded in our accompanying balance sheets at March 31, 2026 and 2025 were as follows:

(in millions)

March 31, 2026 2025

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Deferred income 24.3 24.1

Bad debt 3,764 3,868

Bad debt & other allowances 4.7 3.8

Research & experimental expenditures 47.5 40.5

Operating leases (1)

37,583 47,625

Foreign tax credit carryforwards 10.3 8.1

6 unchanged sentences

Operating leases (1)

36,610 46,657

Intangibles 418.1 441.0

5 unchanged sentences

(1) For more information regarding our operating leases, see Note 12 titled, "Commitments and Contingencies."

(2) A portion of the Net Deferred Tax Liabilities is presented in the "Other Assets" line of our Consolidated Balance Sheets.

At March 31, 2026, we had U.S.

federal operating loss carryforwards of $ 7,179 , which remain subject to a 20 year carryforward period.

federal operating loss carryforwards of $ 6.3 million, which remain subject to a 20 year carryforward period.

Additionally, we had non-U.S.

operating loss carry forwards of $ 124,540 .

Although the majority of the

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

operating loss carry forwards of $ 86.4 million.

Although the majority of the non-U.S.

carryforwards have indefinite expiration periods, those carryforwards that have definite expiration periods will expire if unused between fiscal years 2027 and 2047.

In addition, we have recorded pre-valuation allowance tax benefits of $ 2,211 related to U.S.

In addition, we have a pre-valuation allowance tax benefits balance of $ 2.3 million related to U.S.

state operating loss carryforwards.

If unused, these state operating loss carryforwards will expire between fiscal years 2026 and 2046.

At March 31, 2025, we had $ 10,462 of pre-valuation allowance tax credit carryforwards of which there are no offsets of deferred tax liabilities related to German branches of a U.S.

subsidiary remaining.

If unused, these state operating loss carryforwards will expire

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

between fiscal years 2027 and 2047.

At March 31, 2026, we had $ 13.2 million of pre-valuation allowance tax credit carryforwards.

These credit carryforwards can be used through fiscal 2036.

We review the need for a valuation allowance against our deferred tax assets.

A valuation allowance of $ 30,607 has been applied to a portion of the net deferred tax assets because we do not believe it is more-likely-than-not that we will receive future benefit.

The valuation allowance increased during fiscal 2025 by $ 4,233 .

A valuation allowance of $ 29.0 million has been applied to a portion of the net deferred tax assets because we do not believe it is more-likely-than-not that we will receive future benefit.

The valuation allowance decreased during fiscal 2026 by $ 1.6 million.

Other than the tax expense previously recorded for the one-time transition tax on unremitted earnings of non-US subsidiaries, no additional provision has been made for income taxes on undistributed earnings of foreign subsidiaries as the Company’s position is that these amounts continue to be indefinitely reinvested.

The amount of undistributed earnings of subsidiaries was approximately $ 2,400,000 at March 31, 2025.

The amount of undistributed earnings of subsidiaries was approximately $ 3,000.0 million at March 31, 2026.

It is not practicable to estimate the additional income taxes and applicable withholding taxes that would be payable on the remittance of such undistributed earnings.

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We do not expect the impact to be material to the Company's consolidated financial statements.

Cash paid for income taxes (net of refunds received) for the year ended March 31, 2026, presented in accordance with the requirements of newly adopted ASU 2023-09, is as follows:

(in millions)

Year Ended March 31, 2026

Cash paid during the year for:

Income taxes, net, Ireland $ 8.4

Income taxes, net, U.S.

Income taxes, net, other locations 49.2

Income taxes, net of refunds, total $ 289.0

Cash paid for income taxes and cash received for refunds for the years ended March 31, 2025 and 2024, presented before adoption of ASU 2023-09, is as follows:

(in millions)

Years Ended March 31, 2025 2024

Cash paid during the year for:

Income taxes 273.6 271.3

Cash received during the year for income tax refunds 9.5 19.2

BENEFIT PLANS

11 unchanged sentences

We recognize the funded status of our defined benefit pension and post-retirement benefit plans in our Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive income, net of tax.

The funded status is measured as of March 31 each year and is calculated as the difference between the fair value of plan assets and the benefit obligation (which is the projected benefit obligation for pension plans and the accumulated post-retirement benefit obligation for post-retirement benefit plans).

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

for post-retirement benefit plans).

Accumulated comprehensive income (loss) represents the net unrecognized actuarial losses and unrecognized prior service cost.

1 unchanged sentence

We will recognize future changes to the funded status of these plans in the year the change occurs, through other comprehensive income.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Obligations and Funded Status.

2 unchanged sentences

The measurement date of our defined benefit pension plans and other post-retirement benefits plan is March 31, for both periods presented.

Defined Benefit Pension Plans Other

(in millions) Defined Benefit Pension Plans Other

Post-Retirement

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Service cost 0.7 0.7 — —

Prior service cost 2.4 — — —

Interest cost 4.7 4.2 0.3 .3

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Amounts recognized in the Consolidated Balance Sheets consist of the following:

Defined Benefit Pension Plans Other Post-Retirement Benefits Plan

(in millions) Defined Benefit Pension Plans Other Post-Retirement Benefits Plan

2026 2025 2026 2025

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

The pre-tax amount of unrecognized actuarial net loss and unamortized prior service cost included in accumulated other comprehensive (loss) at March 31, 2025, was approximately $ 4,007 and $( 599 ), respectively.

The pre-tax amount of unrecognized actuarial net loss and unamortized prior service cost included in accumulated other comprehensive (loss) at March 31, 2026, was approximately $ 2.1 million and $ 1.8 million, respectively.

Defined benefit plans with an accumulated benefit obligation and projected benefit obligation exceeding the fair value of plan assets had the following plan assets and obligations at March 31, 2026 and 2025:

Defined Benefit Pension Plans

(in millions) Defined Benefit Pension Plans

Aggregate fair value of plan assets $ 112.8 $ 109.3

3 unchanged sentences

Components of the annual net periodic benefit cost of our defined benefit pension plans and our other post-retirement benefits plan were as follows:

Defined Benefit Pension Plans Other Post-Retirement Benefits Plan

(in millions) Defined Benefit Pension Plans Other Post-Retirement Benefits Plan

2026 2025 2024 2026 2025 2024

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Assumptions Used in Calculating Benefit Obligations and Net Periodic Benefit Cost.

26 unchanged sentences

We develop our discount rate assumptions by evaluating input from third-party professional advisers, taking into consideration the current yield on country specific investment grade long-term bonds which provide for similar cash flow streams as our projected obligations.

We have made assumptions regarding healthcare costs in computing our other post-retirement benefit obligation.

The assumed rates of increase generally decline ratably over a five-year period from the assumed current year healthcare cost trend rate to the assumed long-term healthcare cost trend rate noted below.

2025 2024 2023

Prior to fiscal 2026, we made assumptions regarding healthcare costs in computing our other post-retirement benefit obligation.

The assumed rates of increase generally declined ratably over a five-year period from the assumed current year healthcare cost trend rate to the assumed long-term healthcare cost trend rates noted below.

As of fiscal 2026, healthcare cost trend assumptions are no longer applied.

Beginning in fiscal 2026, the plan limits healthcare costs to a capped monthly amount per participant.

Healthcare cost trend rate – medical 8.50 % 7.50 %

1 unchanged sentence

Long-term healthcare cost trend rate 4.50 % 4.50 %

To determine the healthcare cost trend rates, we evaluate a combination of information, including ongoing claims cost monitoring, annual statistical analyses of claims data, reconciliation of forecasted claims against actual claims, review of trend

To determine the healthcare cost trend rates, we evaluated a combination of information, including ongoing claims cost monitoring, annual statistical analyses of claims data, reconciliation of forecasted claims against actual claims, review of trend

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

assumptions of other plan sponsors and national health trends, and adjustments for plan design changes, workforce changes, and changes in plan participant behavior.

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Fair Value Measurements at March 31, 2026

(in millions) Total Quoted

Active Markets

10 unchanged sentences

Fair Value Measurements at March 31, 2025

(in millions) Total Quoted

Active Markets

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during fiscal year 2026 due to the following:

Insurance contracts

(in millions) Insurance contracts

Balance at March 31, 2024 $ 6.1

3 unchanged sentences

Balance at March 31, 2025 $ 6.9

Gains (losses) related to assets still held at year-end 100

Transfers into Level 3 0.2

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Based upon the actuarial assumptions utilized to develop our benefit obligations at March 31, 2026, the following benefit payments are expected to be made to plan participants:

Other Defined Benefit Pension Plans Other Post-Retirement Benefits Plan

2026 $ 4,838 $ 950

2027 4,734 858

2028 4,849 760

2029 5,032 680

(in millions) Other Defined Benefit Pension Plans Other Post-Retirement Benefits Plan

2027 $ 6.0 $ 0.9

5 unchanged sentences

As a result, the expected future subsidy no longer reduces our accumulated post-retirement benefit obligation and net periodic benefit cost.

We collected subsidies totaling approximately $ 270 and $ 339 , during fiscal 2025 and fiscal 2024, respectively, which reduced the retiree responsibility for costs in excess of the caps established in the post-retirement benefit plan.

We collected subsidies totaling approximately $ 0.2 million and $ 0.3 million, during fiscal 2026 and fiscal 2025, respectively, which reduced the retiree responsibility for costs in excess of the caps established in the post-retirement benefit plan.

Defined Contribution Plans.

5 unchanged sentences

The aggregate fair value of the U.S.

plan a ssets was $ 1,406,483 a t March 31, 2025.

plan a ssets was $ 1,608.0 million a t March 31, 2026.

At March 31, 2026, the U.S.

plan held 380,895 STERIS ordinary shares with a fair value of $ 86,330 .

We paid dividends of $ 897 , $ 915 , and $ 886 to the plan and participants on STERIS shares held by the plan for the years ended March 31, 2025, 2024, and 2023, respectively.

We contributed approxima tely $ 44,676 , $ 39,600 , and $ 36,564 , to the defined contribution plans for the years ended March 31, 2025, 2024, and 2023 , respectively.

plan held 0.3 million STERIS ordinary shares with a fair value of $ 74.1 million.

We paid dividends of $ 0.8 million, $ 0.9 million, and $ 0.9 million to the plan and participants on STERIS shares held by the plan for the years ended March 31, 2026, 2025, and 2024, respectively.

We contributed approxima tely $ 50.2 million , $ 44.7 million, and $ 39.6 million, to the defined contribution plans for the years ended March 31, 2026, 2025, and 2024 , respectively.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

We also maintain a domestic non-qualified deferred compensation plan covering certain employees, which formerly allowed for the deferral of compensation for an employee-specified term or until retirement or termination.

3 unchanged sentences

We account for these assets as available-for-sale securities and they are included in “Other assets” on our accompanying Consolidated Balance Sheets, with a corresponding liability for the plan’s obligation recorded in Accrued expenses and other.

The aggregate value of the assets was $ 1,120 and $ 1,129 at March 31, 2025 and March 31, 2024, respectively.

Realized gains and losses on these investments are recorded in Interest income and miscellaneous expense (income) within Non-operating expenses, net on our accompanying Consolidated Statements of Income.

The aggregate value of the assets was $ 1.3 million and $ 1.1 million at March 31, 2026 and March 31, 2025, respectively.

Realized gains and losses on these investments are recorded in Other expense (income) within Non-operating expenses, net on our accompanying Consolidated Statements of Income.

Changes in the fair value of the assets are recorded in Accumulated other comprehensive income (loss) on our accompanying Consolidated Balance Sheets.

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Gains, if any, from these proceedings are recognized when they are realized.

In addition, the Company may pursue opportunities to recover amounts previously paid in connection with certain legal or regulatory matters, tariffs or similar governmental charges, including the approximately $ 28 million of net replacement tariffs we paid pursuant to the International Economic Emergency Powers Act ("IEEPA").

Any such matters are subject to applicable processes and uncertainty, including timing of resolution, and we have not recorded a receivable related to these amounts as of March 31, 2026.

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.

On March 3, 2025, the Company entered into binding confidential 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

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

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

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

Pursuant to the Term Sheets, the Company has entered into and expects to enter into additional settlement agreements to pay up to $ 48,150 to settle claims.

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

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

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

The Company 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.

September 2008.

The plaintiffs 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.

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 in cases which were at the time scheduled for trial in fiscal 2026.

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 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 has continued into 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.

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.

6 unchanged sentences

We describe income taxes further in Note 10 to our consolidated financial statements titled, “Income Taxes” in t his Annual Report on Form 10-K.

As of March 31, 2025 and 2024, our commercial commitments totaled $ 127,396 and $ 110,402 , respectively.

As of March 31, 2026 and 2025, our commercial commitments tota led $ 161.3 million and $ 127.4 million, respectively.

Commercial commitments include standby letters of credit, letters of credit required as security under our self-insured risk retention policies, and other potential cash outflows resulting from an event that requires payment by us.

Approximately $ 10,875 and $ 9,975 of the March 31, 2025 and 2024 totals, respectively, relate to letters of credit required as security under our self-ins ured risk retention policies.

As of March 31, 2025, we had minimum purchase commitments with suppliers for raw material purchases totaling $ 64,263 .

As of March 31, 2025, we also had commitments of $ 77,927 for long term construction contracts.

Approximately $ 3.1 million and $ 10.9 million of the March 31, 2026 and 2025 totals, respectively, rel ate to letters of credit required as security under our self-ins ured risk retention policies.

As of March 31, 2026, we had minimum purchase commitments with suppliers for raw material purchases totaling $ 64.2 million .

As of March 31, 2026, we also had commitments of $ 71.5 million for long term construction contracts.

We lease manufacturing, warehouse and office space, service facilities, vehicles, equipment and communication systems.

9 unchanged sentences

Lease assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

As most leases do not provide an implicit interest rate, we estimate an incremental borrowing rate to determine the present value of lease payments.

As most leases do not provide an implicit

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

interest rate, we estimate an incremental borrowing rate to determine the present value of lease payments.

Our estimated incremental borrowing rate reflects a secured rate based on recent debt issuances, our estimated credit rating, lease term, as well as publicly available data for instruments with similar characteristics.

1 unchanged sentence

When accounting for leases, we combine payments for leased assets, related services and other components of a lease.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

The components of operating lease expense recognized in income from continuing operations in the consolidated statements of income are as follows:

Year Ended Year Ended Year Ended

(in millions) Year Ended Year Ended Year Ended

March 31, 2026 March 31, 2025 March 31, 2024

3 unchanged sentences

Supplemental cash flow information related to operating leases is as follows:

Year Ended Year Ended Year Ended

(in millions) Year Ended Year Ended Year Ended

March 31, 2026 March 31, 2025 March 31, 2024

2 unchanged sentences

Maturities of lease liabilities at March 31, 2026 are as follows :

2026 $ 41,391

(in millions) March 31,

2031 and thereafter 77.8

10 unchanged sentences

Healthcare, AST, and Life Sciences.

Previously, we had four reportable business segments, however, as a result of the divestiture of our Dental segment, Dental is presented as discontinued operations.

Previously, we had four reportable business segments, however, as a result of the fiscal 2025 divestiture of our Dental segment, Dental is presented as discontinued operations.

The Dental segment previously met the criteria for a reportable segment and has been removed from segment disclosures for all periods presented following its classification as discontinued operations.

Historical information has been retrospectively adjusted to reflect these changes for comparability, as required.

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.

These costs include expenses

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

primarily include executive management costs, certain centralized finance, legal, human resources, information technology functions, global systems costs, and other corporate‑level activities that are not directly attributable to the reportable segments.

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.

2 unchanged sentences

to outsourced instrument reprocessing services.

In addition, our procedural products also

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

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 operating rooms, 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.

8 unchanged sentences

and Research and development expenses for each reportable segment.

Segment operating income represents revenues less cost of revenues, selling, general and administrative expenses, and research and development expenses that are directly attributable to the segment.

Segment operating income excludes amortization of acquired intangible assets, acquisition and integration‑related charges, restructuring costs, costs incurred in tax restructuring initiatives, and other items that management does not consider indicative of segment operating performance.

These excluded items are reported within the tables below to reconcile segment operating income to income from operations.

We d isclose a measure of segment income that is consistent with the way management operates and views the business.

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For the three years ended March 31, 2026, revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information regarding our segments is presented in the following tables.

Year Ended March 31, 2026

Healthcare AST Life Sciences Corporate Company

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 4,208.6 $ 1,138.5 $ 588.8 $ — $ 5,935.9

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Restructuring charges (4)

Illinois EO litigation settlement (5)

Total income from operations

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Year Ended March 31, 2025

Healthcare AST Life Sciences Corporate Company

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 3,878.7 $ 1,038.6 $ 542.3 $ — $ 5,459.5

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Tax restructuring costs (3)

Net loss on divestiture of businesses (1)

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

Restructuring charges (4)

Illinois EO litigation settlement (5)

Total income from operations

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended March 31, 2024

Healthcare AST Life Sciences Corporate Company

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 3,613.0 $ 954.0 $ 571.7 $ — $ 5,138.7

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Tax restructuring costs (3)

Gain on fair value adjustment of acquisition related contingent consideration (1)

Net loss on divestiture of businesses (1)

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Total income from operations

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

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

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

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

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Therefore, their respective amounts are reported together.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

March 31, 2026 2025

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AST 3,590.4 3,340.4

Assets excluding assets held for sale

$ 10,146,811 $ 10,258,793

Total assets $ 10,737.2 $ 10,146.8

Years Ended March 31, 2026 2025 2024

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

Revenues are based on the location of these operations and their Customers.

Revenues are attributed to the geographic areas based on the location of these operations and their Customers.

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

(in millions)

March 31, 2026 2025

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Property, Plant, and Equipment, Net $ 2,161.2 $ 1,956.5

(in millions)

Years Ended March 31, 2026 2025 2024

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

(in millions)

Years Ended March 31, 2026 2025 2024

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Income from continuing operations is used as the benchmark to determine whether share equivalents are dilutive or anti-dilutive.

Earnings per share is calculated independently for earnings per share from continuing operations and earnings per share from discontinued operations.

The sum of earnings per share from continuing operations and earnings per share from discontinued operations may not equal total company earnings per share due to rounding.

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

(shares in millions)

Years ended March 31, 2026 2025 2024

Denominator ( shares in thousands ):

Denominator :

Weighted average shares outstanding—basic 98.2 98.6 98.8

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

(shares in millions)

Years ended March 31, 2026 2025 2024

Number of ordinary share options ( shares in thousands )

Number of ordinary share options 0.6 0.7 0.6

Additional Authorized Shares

The Company has an additional authorized share capital of 50,000,000 preferred shares of $ 0.001 par value each, plus 25,000 deferred ordinary shares of € 1.00 par value each, in order to satisfy minimum statutory capital requirements for all Irish public limited companies.

REPURCHASES OF ORDINARY SHARES

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 $ 500,000 (exclusive of fees, commissions, and other charges).

As of March 31, 2025, there was $ 300,000 (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.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

Under the authorization, the Company may repurchase its shares from time to time through open market purchases, including 10b5-1 plans.

REPURCHASES OF ORDINARY SHARES

On May 3, 2023 our Board of Directors terminated the previous share repurchase program and authorized a new share repurchase program (the "Outgoing Repurchase Program") for the purchase of up to $ 500.0 million (exclusive of fees, commissions, and other charges), with no specified expiration date.

As of March 31, 2026, there was $ 75.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Outgoing Repurchase Program.

Under the Outgoing Repurchase Program, the Company could repurchase its shares from time to time through open market purchases, including 10b5-1 plans.

It also permitted share repurchases to be activated, suspended or discontinued at any time.

On May 5, 2026, the Board of Directors terminated the Outgoing Repurchase Program and authorized a new share repurchase program (the "New Repurchase Program") for the purchase of up to $ 1,000.0 million (exclusive of fees, commissions, and other charges).

Under the New Repurchase Program, we may repurchase our shares from time to time through open market purchases, including 10b5-1 plans.

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

During fiscal 2025, we repurchased 907,158 of our ordinary shares for the aggregate amount of $ 200,000 (exclusive of fees, commissions, and other charges) pursuant to authorizations under the share repurchase program.

During fiscal 2024, we had no share repurchase activity pursuant to share repurchase program authorizations.

During fiscal 2023, we repurchased 1,563,983 of our ordinary shares for the aggregate amount of $ 295,000 (net of fees and commissions) pursuant to the authorizations under the share repurchase program.

During fiscal 2025, we obtained 94,577 of our ordinary shares in the aggregate amount of $ 11,303 in connection with share-based compensation award programs.

During fiscal 2024, we obtained 76,645 of our ordinary shares in the aggregate amount of $ 11,765 in connection with share-based compensation award programs.

During fiscal 2023, we obtained 79,169 of our ordinary shares in the aggregate amount of $ 13,534 in connection with share-based compensation award programs.

There is no limitation to the number of shares that can be repurchased in a year and there is no expiration date for the New Repurchase Program.

During fiscal 2026, we repurchased 0.9 million of our ordinary shares for the aggregate amount of $ 225.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations under the Outgoing Repurchase Program.

During 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 the authorizations under the Outgoing Repurchase Program.

During fiscal 2024, we had no share repurchase activity pursuant to Outgoing Repurchase Program authorizations.

During fiscal 2026, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 12.5 million in connection with share-based compensation award programs.

During fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 11.3 million in connection with share-based compensation award programs.

During fiscal 2024, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 11.8 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 March 31, 2025, 2,647,200 shares remained available for grant under the long-term incentive plan.

As of March 31, 2026, 1.7 million 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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The expense is classified as Cost of revenues or Selling, general, and administrative expenses in a manner consistent with the employee’s compensation and benefits.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following weighted-average assumptions were used for options granted during fiscal 2026, fiscal 2025 and fiscal 2024:

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Expected volatility of stock 28.16 % 28.42 % 27.92 %

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

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

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Term Aggregate

(in millions)

Outstanding at March 31, 2025 1,823,883 $ 185.51

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Exercisable at March 31, 2026 1,223,025 $ 186.44 4.7 years $ 49.6

We estimate that 540,180 of the non-vested stock options outstanding at March 31, 2025 will ultimately vest.

We estimate that 0.5 million of the non-vested stock options outstanding at March 31, 2026 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 221.13 closing price of our ordinary shares on March 31, 2026 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 years ended March 31, 2025, 2024 and 2023 was $ 30,731 , $ 18,177 and $ 6,502 , respectively.

Net cash proceeds from the exercise of stock options were $ 25,469 , $ 10,472 and $ 1,828 for the years ended March 31, 2025, 2024 and 2023, respectively.

The tax benefit from stock option exercises w as $ 7,581 , $ 5,470 and $ 4,945 for the years ended March 31, 2025, 2024 and 2023, respectively.

The total intrinsic value of stock options exercised during the years ended March 31, 2026, 2025 and 2024 was $ 36.7 million, $ 30.7 million and $ 18.2 million, respectively.

Net cash proceeds from the exercise of stock options were $ 32.9 million, $ 25.5 million and $ 10.5 million for the years ended March 31, 2026, 2025 and 2024, respectively.

The tax benefit from stock option exercises w as $ 8.0 million , $ 7.6 million and $ 5.5 million for the years ended March 31, 2026, 2025 and 2024, respectively.

The weighted average grant date fair value of stock option grants was $ 69.59 , $ 67.81 and $ 54.60 for the years ended March 31, 2026, 2025 and 2024, respectively.

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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 at the time of grant that vested during fiscal 2025 was $ 27,728 .

As of March 31, 2025, there was a total of $ 51,059 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.

The value of restricted shares and units at the time of grant that vested during fiscal 2026 was $ 31.3 million.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

As of March 31, 2026, there was a total of $ 42.6 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 1.5 years.

FINANCIAL AND OTHER GUARANTEES

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Changes in our warranty liability during the periods presented are as follows:

(in millions)

Years Ended March 31, 2026 2025 2024

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We do not use derivative financial instruments for speculative purposes.

At March 31, 2025, we held foreign currency forward contracts to buy 44.0 million British pounds sterling and 15.0 million euros;

and to sell 13.0 million Australian dollars.

At March 31, 2025, we held commodity swap contracts to buy 592.4 thousand pounds of nickel.

At March 31, 2026, we held foreign currency forward contracts to buy 210.0 million Mexican pesos;

and to sell 7.0 million New Zealand dollars and 4.0 million Australian dollars.

At March 31, 2026, we held commodity swap contracts to buy 0.6 million pounds of nickel.

Asset Derivatives Liability Derivatives

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

(in millions) Fair Value at Fair Value at Fair Value at Fair Value at

Balance Sheet Location March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025

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

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

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

Years Ended March 31,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

FAIR VALUE MEASUREMENTS

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The following table shows the fair value of our financial assets and liabilities at March 31, 2026 and March 31, 2025:

Fair Value Measurements

(in millions) Fair Value Measurements

At March 31, Carrying Value Quoted Prices

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0.2 0.1 — — 0.2 0.1 — —

Equity investments (2)

Deferred compensation plan (2)

1.3 1.1 1.3 1.1 — — — —

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$ 0.7 $ 0.6 $ — $ — $ 0.7 $ 0.6 $ — $ —

Deferred compensation plans (2)

Deferred compensation plan (2)

1.5 1.2 1.5 1.2 — — — —

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Employees who made deferrals are entitled to receive distributions of their hypothetical account balances (amounts deferred, together with earnings (losses)).

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 fiscal 2025 and fiscal 2024, we recorded gains (losses) of $ 906 and $ 1,060 , respectively, related to these investments.

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

During fiscal 2026 and fiscal 2025, we recorded gains of $ 0.2 million and $ 0.9 million, respectively, related to these investments.

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

(4) As of March 31, 2025 and 2024, we had contingent consideration obligations of $ 3.2 million and $ 11.0 million arising from prior year acquisitions, respectively.

During fiscal 2025, we recorded an adjustment to reduce the fair value of contingent consideration liabilities based on a change in the likelihood of payment.

This amount was offset by the impairment of related Patents and Technology intangibles assets and recorded net in the Selling, general, and administrative expenses line of the Consolidated Statements of Income.

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

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

(4) As of March 31, 2026 and 2025, we had contingent consideration obligations of $ 6.1 million and $ 3.2 million arising from business acquisitions, respectively.

The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money.

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 March 31, 2026 and 2025, we also held $ 45.5 million and $ 14.3 million of other investments without readily determinable fair values measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for identical or similar investments of the same issuer.

These investments are included in the "Other assets" line of our Consolidated Balance Sheets.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts and as noted)

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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Foreign Currency Translation Total Accumulated Other Comprehensive Loss

2025 2024 2023 2025 2024 2023 2025 2024 2023

(in millions) 2026 2025 2024 2026 2025 2024 2026 2025 2024

Beginning Balance $ ( 0.6 ) $ ( 0.7 ) $ — $ ( 291.8 ) $ ( 327.9 ) $ ( 320.7 ) $ ( 292.3 ) $ ( 328.7 ) $ ( 320.7 )

Other Comprehensive Income (Loss) before reclassifications

447 615 ( 799 ) 9,153 ( 7,211 ) ( 109,638 ) 9,600 ( 6,596 ) ( 110,437 )

Amounts reclassified from Accumulated Other Comprehensive Income (Loss) ( 298 ) ( 1,351 ) ( 465 ) 27,017 — — 26,719 ( 1,351 ) ( 465 )

Net current-period Other Comprehensive Income (Loss) 149 ( 736 ) ( 1,264 ) 36,170 ( 7,211 ) ( 109,638 ) 36,319 ( 7,947 ) ( 110,902 )

Other Comprehensive (Loss) Income before reclassifications ( 0.2 ) 0.4 0.6 181.8 9.2 ( 7.2 ) 181.6 9.6 ( 6.6 )

Amounts reclassified from Accumulated Other Comprehensive (Loss) Income ( 0.4 ) ( 0.3 ) ( 1.4 ) ( 2.0 ) 27.0 — ( 2.4 ) 26.7 ( 1.4 )

Net current-period Other Comprehensive (Loss) Income ( 0.6 ) 0.1 ( 0.7 ) 179.7 36.2 ( 7.2 ) 179.2 36.3 ( 7.9 )

Ending Balance $ ( 1.1 ) $ ( 0.6 ) $ ( 0.7 ) $ ( 112.0 ) $ ( 291.8 ) $ ( 327.9 ) $ ( 113.1 ) $ ( 292.3 ) $ ( 328.7 )

(1) The a mortization (gain) of defined benefit plan costs is reported in the Interest income and miscellaneous expense (income) line of our Consolidated Statements of Income.

(1) The a mortization (gain) of defined benefit plan costs is reported in the Interest and miscellaneous income line of our Consolidated Statements of Income.

STERIS PLC AND SUBSIDIARIES

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SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Description Balance at

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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 8. Financial Statements and Supplementary Data