What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-02-06 · 191 added, 367 removed, 601 unchanged (48% of the section changed)

46 unchanged sentences

(in millions, except per share amounts)

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

2025 2024 2025 2024

Three Months Ended June 30,

Product $ 737.2 $ 690.5

16 unchanged sentences

( 3.1 ) ( 1.8 )

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

Other income, net ( 0.3 ) —

Total non-operating expenses, net 12.3 14.1

Income from continuing operations before income tax expense

257.8 228.7 742.8 598.9

Income before income tax expense 273.5 231.9

Income tax expense 72.5 53.9

Income from continuing operations, net of income tax

194.3 173.4 564.8 464.7

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

Net income 201.0 178.0

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

Net income attributable to noncontrolling interests 0.9 0.6

Net income attributable to shareholders $ 200.1 $ 177.4

Net income per share attributable to shareholders - Basic:

Continuing Operations $ 1.96 $ 1.76 $ 5.72 $ 4.70

Discontinued Operations $ — $ — $ — $ 0.05

Total $ 1.96 1.76 $ 5.72 $ 4.75

Net income per share attributable to shareholders - Diluted:

Continuing Operations $ 1.96 $ 1.75 $ 5.69 $ 4.68

Discontinued Operations $ — $ — $ — $ 0.05

Total $ 1.96 1.75 $ 5.69 $ 4.73

Net income per share attributable to shareholders:

Basic $ 2.05 $ 1.80

Diluted $ 2.04 $ 1.79

Cash dividends declared per share ordinary outstanding $ 0.63 $ 0.57

3 unchanged sentences

(in millions)

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

2025 2024 2025 2024

Three Months Ended June 30,

Net income 201.0 178.0

Net income (loss) attributable to noncontrolling

Net income attributable to noncontrolling

interests 0.9 0.6

Net income attributable to shareholders 200.1 177.4

Other comprehensive income (loss)

Defined benefit plan changes, net of taxes — — 0.1 ( 0.1 )

Other comprehensive (loss) income

Change in cumulative foreign currency translation adjustment

( 14.1 ) 221.8

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

Total other comprehensive (loss) income ( 14.1 ) 221.8

Comprehensive income $ 186.0 $ 399.2

3 unchanged sentences

(in millions)

Nine Months Ended December 31,

Three Months Ended June 30,

Operating activities:

4 unchanged sentences

Share-based compensation expense 12.8 11.9

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

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

Other items 11.2 14.5

7 unchanged sentences

Investing activities:

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

Purchases of property, plant, equipment, and intangibles ( 87.5 ) ( 93.6 )

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

Proceeds from the sale of businesses — 811.4

Purchase of investments ( 5.0 ) —

Acquisition of businesses, net of cash acquired ( 16.0 ) ( 15.0 )

Net cash (used in) provided by investing activities ( 295.3 ) 458.6

Net cash used in investing activities ( 108.5 ) ( 108.5 )

Financing activities:

Payments on Private Placement Senior Notes — ( 125.0 )

Payments on term loans — ( 638.1 )

Payments under credit facilities, net ( 37.8 ) ( 30.5 )

Deferred financing fees and debt issuance costs — ( 2.3 )

Acquisition related deferred or contingent consideration ( 0.1 ) ( 0.1 )

1 unchanged sentence

Cash dividends paid to ordinary shareholders ( 61.4 ) ( 56.2 )

Distributions to noncontrolling interest holders

( 1.4 ) ( 1.6 )

Contributions from noncontrolling interest holders

Stock option and other equity transactions, net 1.3 9.3

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 2.3 ) 9.6

Increase (decrease) in cash and cash equivalents 252.0 ( 51.8 )

Increase in cash and cash equivalents 42.8 108.0

Cash and cash equivalents at beginning of period 439.6 171.7

4 unchanged sentences

(in millions, except per share amounts)

Three Months Ended December 31, 2025

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Non-controlling

Interest Total

Number Amount

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

Comprehensive income:

Net income — — 192.9 — 1.5 194.3

Other comprehensive income — — — 33.4 — 33.4

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

Equity compensation programs and other 0.1 31.2 — — — 31.2

Cash dividends - $ 0.63 per ordinary share

— — ( 61.9 ) — — ( 61.9 )

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

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

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

Nine Months Ended December 31, 2025

Three Months Ended June 30, 2026

Ordinary Shares Retained

7 unchanged sentences

Net income — — 200.1 — 0.9 201.0

Other comprehensive income — — — 249.6 — 249.6

Repurchases of ordinary shares ( 0.7 ) ( 161.7 ) — — — ( 161.7 )

Equity compensation programs and other 0.4 81.1 — — — 81.1

Cash dividends – $ 1.83 per ordinary share

— — ( 180.0 ) — — ( 180.0 )

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

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

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

Three Months Ended December 31, 2024

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Loss Non-controlling

Interest Total

Number Amount

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

Comprehensive income:

— — 173.5 — ( 0.2 ) 173.3

Other comprehensive loss — — — ( 14.1 ) — ( 14.1 )

3 unchanged sentences

— — ( 61.4 ) — — ( 61.4 )

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

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

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

Nine Months Ended December 31, 2024

Balance at June 30, 2026 97.5 4,179.5 3,154.5 ( 127.3 ) 14.5 $ 7,221.3

Three Months Ended June 30, 2025

Ordinary Shares Retained

7 unchanged sentences

Net income — — 177.4 — 0.6 178.0

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

Other comprehensive income — — — 221.8 — 221.8

Repurchases of ordinary shares ( 0.1 ) ( 10.6 ) — — — ( 10.6 )

2 unchanged sentences

— — ( 56.2 ) — — ( 56.2 )

Contributions from noncontrolling interest — — — — 2.5 2.5

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

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

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

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

See notes to consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

For the Three Months Ended June 30, 2026 and 2025

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors;

and connectivity solutions such as operating room (“OR”) integrati on.

and connectivity solutions such as operating room integrati on.

We operate and report our financial information in three reportable business segments:

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.

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

We describe our business segments in Note 10 titled "Business Segment Information."

22 unchanged sentences

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 $ 787.5 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.

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.

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.

STERIS PLC AND SUBSIDIARIES

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

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

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

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

For additional information regarding this transaction and its effect on our financial reporting, refer to Note 4 titled, "Discontinued Operations" and Note 11 titled, "Business Segment Information."

Use of Estimates

4 unchanged sentences

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

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

This means that operating results for the three month period ended June 30, 2026 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2027.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

Contract Liabilities

2 unchanged sentences

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

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

During the first nine months of fiscal 2025, $ 57.7 million of the March 31, 2024 deferred revenue balance was recorded as revenue.

During the first three months of fiscal 2027, $ 33.4 million of the March 31, 2026 deferred revenue balance was recorded as revenue.

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

Refer to Note 7 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.

3 unchanged sentences

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

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

As of June 30, 2026, the transaction price allocated to remaining performance obligations was approximately $ 1,541.4 million.

We expect to recognize approximately 58 % of the transaction price within one year and approximately 32 % beyond one year.

The remainder has yet to be scheduled for delivery.

STERIS PLC AND SUBSIDIARIES

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

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

Recently Issued Accounting Standards Impacting the Company

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Standard Date of Issuance Description Date of Adoption Effect on the financial statements or other significant matters

Standards that have been adopted in fiscal 2027

"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.

First Quarter Fiscal 2027 We adopted this standard in fiscal 2027 with no material impact to the consolidated financial statements.

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.

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.

Finally, the standard removes the requirement for certain disclosures related to changes in unrecognized tax benefits and certain amounts of temporary differences.

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

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

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

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

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

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.

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

STERIS PLC AND SUBSIDIARIES

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

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

For the Three Months Ended June 30, 2026 and 2025

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.

13 unchanged sentences

In May 2024, we adopted and announced a targeted restructuring plan (the "Restructuring Plan").

This plan includes a strategic shift in our approach to the Healthcare surgical business in Europe, as well as other actions including the impairment of an internally developed X-ray accelerator, product rationalizations and facility consolidations.

The Restructuring Plan includes a strategic shift in our approach to the Healthcare surgical business in Europe, as well as other actions including the impairment of an internally developed X-ray accelerator, product rationalizations and facility consolidations.

Approximately 300 positions have been eliminated.

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

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

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

STERIS PLC AND SUBSIDIARIES

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

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

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

For the Three Months Ended June 30, 2026 and 2025

During the three months ended June 30, 2026, we did not incur any expenses related to the Restructuring Plan.

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

(in millions) Three Months Ended June 30,

Restructuring Plan 2025

Severance and other compensation related (credits) costs $ 1.7

Lease and other contract termination and other costs

0.8 2.2 1.1 6.2

Product rationalization (credits) charges (1)

( 0.3 ) — ( 1.3 ) 2.4

Accelerated depreciation and amortization 0.1

Total Restructuring Expense

$ 0.1 $ 2.2 $ 3.1 $ 33.1

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

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

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

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.

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

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:

2 unchanged sentences

Fiscal 2027 charges, net —

Balance at December 31, 2025 $ 10.8

Business Acquisitions and Divestitures

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

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

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

Balance at June 30, 2026 $ 4.6

BUSINESS ACQUISITIONS

During the first three months of fiscal 2027, we completed three 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 $ 17.3 million, including deferred consideration and the fair value of potential contingent consideration.

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

Total aggregate consideration was approximately $ 15.0 million.

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

Acquisition and integration expenses totaled $ 3.8 million and $ 9.2 million for the three and nine months ended December 31, 2024, respectively.

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

On April 11, 2024, the Company announced its plan to sell its Dental segment for total cash consideration of $ 787.5 million, subject to customary adjustments, and up to an additional $ 12.5 million in contingent payment 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.

The disposal of the Dental segment met the criteria to be presented as a discontinued operation.

For more information refer to Note 4 titled "Discontinued Operations."

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

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

STERIS PLC AND SUBSIDIARIES

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

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

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.

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

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

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three and nine months ended December 31, 2024:

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

(in millions) 2024 2024

Product $ — $ 63.9

Cost of revenues:

Product — 35.1

Gross profit:

Operating expenses:

Selling, general, and administrative — 13.5

Research and development — 0.4

Income from operations (1)

Non-operating expenses (income), net — —

Pre-tax loss on sale

( 0.1 ) ( 8.2 )

(Loss) income before income tax expense ( 0.1 ) 6.7

Income tax (benefit) expense — 1.4

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

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

The effective income tax rate for the three and nine month periods ending December 31, 2024 from discontinued operations were 21.6 % and 21.4 %, respectively.

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

Nine Months Ended December 31,

(in millions) 2024

Investing activities of discontinued operations:

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

STERIS PLC AND SUBSIDIARIES

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

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

Acquisition and integration expenses totaled $ 1.5 million for the three months ended June 30, 2026.

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

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

INVENTORIES, NET

2 unchanged sentences

Inventories, net consisted of the following:

(in millions) December 31,

(in millions) June 30,

2026 March 31,

4 unchanged sentences

Inventories, net $ 712.1 $ 631.8

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

PROPERTY, PLANT, AND EQUIPMENT

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

(in millions) December 31,

(in millions) June 30,

2026 March 31,

12 unchanged sentences

Indebtedness was as follows:

(in millions) December 31,

(in millions) June 30,

2026 March 31,

9 unchanged sentences

Total debt $ 1,893.7 $ 1,931.7

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

STERIS PLC AND SUBSIDIARIES

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

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

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

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.

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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.

Advances may be extended

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

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

1 unchanged sentence

Additional information regarding our indebtedness is included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026, which was filed with the SEC on May 29, 2026 .

STERIS PLC AND SUBSIDIARIES

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

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

At June 30, 2026, we were in compliance with all financial covenants associated with our indebtedness.

ADDITIONAL CONSOLIDATED BALANCE SHEET INFORMATION

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

(in millions) December 31,

(in millions) June 30,

2026 March 31,

27 unchanged sentences

Total other liabilities $ 75.2 $ 71.7

On July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act ("OBBBA") which contains substantial changes to its tax policies.

Business provisions in the OBBBA, some of which were extensions of those established in the Tax Cuts and Jobs Act, include favorable cost recovery allowances, changes to U.S.

international tax rules, and changes to energy and environmental related incentives.

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

The law did not have a material impact on our consolidated financial statements for the three and nine month periods ended December 31, 2025, and we do not expect it to have a material impact on our effective tax rate.

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

The effective income tax rates for the three month periods ended December 31, 2025 and 2024 from continuing operations were 24.6 % and 24.2 %, respectively.

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

The fiscal 2026 effective tax rates increased when

The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025.

Some limited guidance has been issued clarifying the application of some of the provisions in this legislation, and more guidance is expected to be issued in the near future with respect to a number of income tax provisions in the OBBBA.

The law did not have a material impact on our consolidated financial statements for the three month period ended June 30, 2026, and we do not expect it to have a material

STERIS PLC AND SUBSIDIARIES

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

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

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

For the Three Months Ended June 30, 2026 and 2025

impact on our effective tax rate in future years.

However, we are unable to fully predict the overall impact that the OBBBA and additional guidance may have on our business.

Furthermore, some non-U.S.

jurisdictions have raised tax rates, and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications.

The effective income tax rates for the three month periods ended June 30, 2026 and 2025 were 26.5 % and 23.3 %, respectively.

The fiscal 2027 effective tax rates increased when compared to fiscal 2026, primarily due to unfavorable changes in discrete items.

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

3 unchanged sentences

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 $ 12.0 million for the fiscal years 2016 through 2020, materially all of which has been paid through December 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.

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

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

For the Three Months Ended June 30, 2026 and 2025

COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

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.

During the three months ended June 30, 2026, the Company received $ 3.9 million related to amounts previously paid pursuant to the International Economic Emergency Powers Act ("IEEPA"), consisting of $ 3.7 million of refunds recorded in Cost of product revenues and $ 0.2 million of interest recorded in Interest and miscellaneous income.

As of June 30, 2026, approximately $ 23 million of IEEPA tariffs have not yet been refunded, and no financial statement impact has been recognized with respect to these amounts.

Illinois EO Litigation Settlement

1 unchanged sentence

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

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

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 is expected to continue into fiscal 2027.

The Company anticipates dismissal of all pending EO-

None of the Settlement Agreements are an admission of liability or that emissions from the

STERIS PLC AND SUBSIDIARIES

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

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

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

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

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

For the Three Months Ended June 30, 2026 and 2025

Waukegan, Illinois facility ever posed a safety hazard to the people who live or work in the surrounding areas.

The Settlement Agreements established a claims administration process that includes guidelines and procedures for administering individual settlements.

Subsequent to quarter-end, the Company made payments, consistent with amounts previously accrued, pursuant to the Settlement Agreements.

As of July 31, 2026, substantially all payment obligations of the Company under the Settlement Agreements have been satisfied, and the claims administration process has been largely completed.

Accordingly, substantially all of the personal injury claims subject to the Settlement Agreements have been dismissed with prejudice.

Additional Information

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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.

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.

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

Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income.

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

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

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to outsourced instrument reprocessing services.

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

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.

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

For the three and nine months e nded December 31, 2025 and 2024 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

For the three months e nded June 30, 2026 and 2025 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

A dditional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026, which was filed with the SEC on May 29, 2026.

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

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

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

Three Months Ended December 31, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 1,063.8 $ 286.6 $ 145.8 — $ 1,496.2

Segment expenses

Cost of revenues 615.6 141.1 65.6

Selling, general, and administrative 164.8 15.4 15.6

Research and development 25.2 0.8 2.8

Total income from operations before adjustments $ 258.1 $ 129.2 $ 61.8 $ ( 106.0 ) $ 343.1

Amortization of acquired intangible assets (1)

Acquisition and integration related charges (2)

Tax restructuring costs (3)

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

Restructuring charges (4)

Total income from operations

Three Months Ended December 31, 2024

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 976.0 $ 258.1 $ 136.4 $ — $ 1,370.6

Segment expenses

Cost of revenues 552.4 127.9 60.9

Selling, general, and administrative 153.5 13.3 15.0

Research and development 23.2 1.2 2.4

Total income from operations before adjustments $ 246.9 $ 115.8 $ 58.1 $ ( 100.8 ) $ 320.0

Amortization of acquired intangible assets (1)

Acquisition and integration related charges (2)

Tax restructuring credits (3)

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

Restructuring charges (4)

Total income from operations

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

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

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

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

STERIS PLC AND SUBSIDIARIES

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

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

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

Nine Months Ended December 31, 2025

For the Three Months Ended June 30, 2026 and 2025

The following table compares business segment revenues and business segment and Corporate operating income for the three months e nded June 30, 2026 and 2025:

Three Months Ended June 30, 2026

(in millions) Healthcare AST Life Sciences Corporate Company

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

Restructuring charges (4)

Total income from operations

Nine Months Ended December 31, 2024

Three Months Ended June 30, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

11 unchanged sentences

Total income from operations

(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, refer to Note 3 titled, "Business Acquisitions."

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

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

(3) Costs incurred in tax restructuring.

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

STERIS PLC AND SUBSIDIARIES

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

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

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

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Assets attributed to sales and distribution locations are only allocated to the Healthcare and Life Sciences segments.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

Individual facilities, equipment, and intellectual properties are utilized by both the Healthcare and Life Sciences segments at varying levels over time.

1 unchanged sentence

Therefore, their respective amounts are reported together.

(in millions) December 31,

(in millions) June 30,

2026 March 31,

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$ 10,736.1 $ 10,737.2

Nine Months Ended December 31,

Three Months Ended June 30,

(in millions) 2026 2025

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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) December 31,

(in millions) June 30,

2026 March 31,

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Property, Plant, and Equipment, Net $ 2,171.7 $ 2,161.2

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

Three Months Ended June 30,

(in millions) 2026 2025

6 unchanged sentences

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

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

For the Three Months Ended June 30, 2026 and 2025

Additional information regarding our fiscal 2027 and fiscal 2026 revenue is disclosed in the following table:

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

Three Months Ended June 30,

(in millions) 2026 2025

16 unchanged sentences

We calculate diluted earnings per share based upon the weighted average number of shares outstanding plus the dilutive effect of share equivalents calculated using the treasury stock method.

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:

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

Denominator (shares in millions):

2025 2024 2025 2024

Three Months Ended June 30,

(shares in millions) 2026 2025

Weighted average shares outstanding—basic 97.6 98.4

2 unchanged sentences

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:

STERIS PLC AND SUBSIDIARIES

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

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

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

Three Months Ended June 30,

(shares in millions) 2026 2025

2 unchanged sentences

The Company has an additional authorized share capital of 1,000,000 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.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

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 $ 500.0 million (exclusive of fees, commissions, and other charges).

As of December 31, 2025, there was $ 150.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program.

The share repurchase program has no specified expiration date.

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

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

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

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

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

During the first nine months of fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 11.0 million in connection with share-based compensation award programs.

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 the first three months of fiscal 2027, we repurchased 0.5 million of our ordinary shares for the aggregate purchase amount of $ 100.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the New Repurchase Program.

During the first three months of fiscal 2026, we had no share repurchase activity under the Outgoing Repurchase Program.

During the first three months of fiscal 2027, we obtained 0.1 million of our ordinary shares in the aggregate purchase amount of $ 15.5 million in connection with share-based compensation award programs.

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

As of June 30, 2026, there was $ 900.0 million aggregate purchase amount (exclusive of fees, commissions, and other charges) of remaining availability under the New Repurchase Program.

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 December 31, 2025, 1.7 million ordinary shares remained available for grant under the long-term incentive plan.

As of June 30, 2026, 1.3 million ordinary shares remained available for grant under the long-term incentive plan.

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

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

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

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

For the Three Months Ended June 30, 2026 and 2025

The following weighted average assumptions were used for options granted during the first three months of fiscal 2027 and 2026:

Fiscal 2027 Fiscal 2026

21 unchanged sentences

Forfeited ( 563 ) 219.97

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

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

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

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 253.52 closing price of our ordinary shares on December 31, 2025 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

Outstanding at June 30, 2026 1,912,986 $ 208.82 5.9 years $ 38.6

Exercisable at June 30, 2026 1,406,339 $ 196.38 4.9 years $ 38.6

We estimate that 0.5 million of the non-vested stock options outstanding at June 30, 2026 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 210.57 closing price of our ordinary shares on June 30, 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 first nine months of fiscal 2026 and fiscal 2025 was $ 32.9 million and $ 24.6 million, respectively.

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

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

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

The total intrinsic value of stock options exercised during the first three months of fiscal 2027 and fiscal 2026 was $ 2.6 million and $ 9.4 million, respectively.

Net cash proceeds from the exercise of stock options were $ 1.3 million and $ 9.3 million for the first three months of fiscal 2027 and fiscal 2026, respectively.

The weighted average grant date fair value of stock option grants was $ 60.17 and $ 68.44 for the first three months of fiscal 2027 and fiscal 2026, respectively.

STERIS PLC AND SUBSIDIARIES

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

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

For the Three Months Ended June 30, 2026 and 2025

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

Shares Number of Restricted Share Units Weighted Average

3 unchanged sentences

Forfeited ( 4,901 ) ( 207 ) 226.90

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

Non-vested at June 30, 2026 457,693 29,836 $ 223.51

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

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

As of December 31, 2025, there was a total of $ 54.6 million in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

The value of restricted shares and units that vested during the first three months of fiscal 2027 at the time of grant was $ 46.1 million.

As of June 30, 2026, there was a total of $ 85.9 million in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

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

6 unchanged sentences

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

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

Changes in our warranty liability during the first three months of fiscal 2027 were as follows:

(in millions) Warranties

2 unchanged sentences

Settlements made during the period ( 4.4 )

Balance at December 31, 2025 $ 17.0

Balance at June 30, 2026 $ 15.3

DERIVATIVES AND HEDGING

9 unchanged sentences

We do not use derivative financial instruments for speculative purposes.

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

At December 31, 2025, we held commodity swap contracts to buy 0.1 million pounds of nickel.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

At June 30, 2026, we held net foreign currency forward contracts to sell 48.0 million euros, 7.0 million Australian dollars, and 7.0 million New Zealand dollars, and to buy 175.0 million Mexican pesos.

At June 30, 2026, we held commodity swap contracts to buy 0.5 million pounds of nickel.

(in millions) Asset Derivatives Liability Derivatives

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

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

Balance sheet location June 30, 2026 March 31, 2026 June 30, 2026 March 31, 2026

Prepaid & other $ 1.3 $ 0.2 $ — $ —

Accrued expenses and other $ — $ — $ 0.7 $ 0.7

STERIS PLC AND SUBSIDIARIES

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

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

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

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

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

2025 2024 2025 2024

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

Three Months Ended June 30,

Foreign currency forward contracts Selling, general and administrative $ 1.6 $ 1.1

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

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

FAIR VALUE MEASUREMENTS

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

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

The following table shows the fair value of our financial assets and liabilities at June 30, 2026 and March 31, 2026:

Fair Value Measurements

4 unchanged sentences

Level 1 Level 2 Level 3

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

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

Cash and cash equivalents $ 482.3 $ 439.6 $ 482.3 $ 439.6 $ — $ — $ — $ —

1 unchanged sentence

1.3 0.2 — — 1.3 0.2 — —

Equity investments (2)

Deferred compensation plans (2)

2.7 1.3 2.7 1.3 — — — —

13 unchanged sentences

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

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

During the first three months of fiscal 2027 and 2026, we recorded gains of $ 0.2 million and $ 0.1 million, respectively, related to these investments.

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

STERIS PLC AND SUBSIDIARIES

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

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

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

1 unchanged sentence

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

As of December 31, 2025 and March 31, 2025, we also held $ 21.2 million and $ 14.3 million, respectively, of other investments without readily determinable fair values measured at cost and classified as level 3.

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

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amounts in Accumulated Other Comprehensive Income (Loss) are presented net of the related tax.

Currency Translation is not adjusted for income taxes.

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

As of June 30, 2026 and March 31, 2026, we also held $ 50.5 million and $ 45.5 million, respectively, 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 (Unaudited)—(Continued)

For the Three Months Ended June 30, 2026 and 2025

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Amounts in Accumulated Other Comprehensive Loss are presented net of the related tax.

Foreign Currency Translation is not adjusted for income taxes.

Accumulated other comprehensive loss shown in our Consolidated Statements of Shareholders' Equity and c hanges in our balances, net of tax, for the three months ended June 30, 2026 and 2025 were as follows:

(in millions) Defined Benefit Plans (1)

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

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

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

Balance at March 31, 2026 $ ( 1.1 ) $ ( 112.0 ) $ ( 113.1 )

Other Comprehensive Income (Loss) before reclassifications 0.2 ( 14.1 ) ( 13.9 )

Amounts reclassified from Accumulated Other Comprehensive Loss ( 0.2 ) — ( 0.2 )

( 0.1 ) ( 0.3 ) — ( 2.0 ) ( 0.1 ) ( 2.3 )

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

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

Net current-period Other Comprehensive Loss — ( 14.1 ) ( 14.1 )

Balance at June 30, 2026 $ ( 1.1 ) $ ( 126.2 ) $ ( 127.3 )

(in millions) Defined Benefit Plans (1)

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

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

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

Other Comprehensive (Loss) Income before reclassifications

0.1 0.1 ( 208.4 ) ( 72.6 ) ( 208.3 ) ( 72.4 )

Balance at March 31, 2025 $ ( 0.6 ) $ ( 291.8 ) $ ( 292.3 )

Other Comprehensive Income before reclassifications 0.1 221.8 222.0

Amounts reclassified from Accumulated Other Comprehensive Loss ( 0.1 ) — ( 0.1 )

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

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

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

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of STERIS plc:

Results of Review of Interim Financial Statements

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

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

generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2025, the related consolidated statements of income, comprehensive income (loss), shareholders' equity and cash flows for the year then ended, and the related notes and schedule (not presented herein);

and in our report dated May 29, 2025, we expressed an unqualified audit opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying consolidated balance sheet as of March 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the SEC and the PCAOB.

We conducted our review in accordance with the standards of the PCAOB.

A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.

It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.

Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 6, 2026

Net current-period Other Comprehensive Income — 221.8 221.8

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

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

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2026 and 2025

SUBSEQUENT EVENTS

On August 5, 2026, the Company announced a targeted restructuring plan to consolidate manufacturing and distribution for formulated chemistries to a new Center of Excellence in North Carolina.

The investment is expected to accelerate innovation, expand capacity and optimize our U.S.

chemistries manufacturing and distribution network.

The plan includes the anticipated closure of chemistry manufacturing and distribution facilities in St.

Louis, Missouri and Plymouth, Minnesota.

The Company currently expects to incur total pre-tax restructuring charges of approximately $ 55 million to $ 70 million, consisting of approximately $ 40 million to $ 50 million of cash expenditures and approximately $ 15 million to $ 20 million of non-cash charges.

Cash expenditures are expected to primarily consist of Associate retention, severance and benefits, and also include transition, facility exit and other related costs.

Non-cash charges are expected to primarily relate to accelerated depreciation.

These charges are expected to be incurred over time, with completion anticipated to occur during fiscal 2030.

No financial impact has been recognized to date with respect to these amounts.

The estimated costs and timing associated with the restructuring actions are based on the Company's current expectations and are subject to various assumptions.

Actual results may differ materially from these estimates.

Accordingly, the Company may revise its estimates in future periods as implementation activities progress.

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

What changed 10-Q

Item 1. Financial Statements