Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K, except as follows:
On June 6, 2024 , Daniel A. Carestio , President and Chief Executive Officer of the Company, adopted a trading arrangement for the sale of the Company’s ordinary shares that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and such plan, a “Rule 10b5-1 Trading Plan”). Mr. Carestio’s Rule 10b5-1 Trading Plan, which expires June 5, 2026, provides for the sale of up to 62,021 ordinary shares pursuant to the terms of such plan. The actual number of ordinary shares available to be sold under the Rule 10b5-1 Trading Plan for ordinary shares subject to unvested awards will be calculated at the time of vesting of such equity awards after withholding to satisfy tax obligations.
On May 15, 2024 , Michael J. Tokich , Senior Vice President and Chief Financial Officer of the Company, adopted a Rule 10b5-1 Trading Plan . Mr. Tokich’s Rule 10b5-1 Trading Plan, which expires June 12, 2026, provides for the sale of up to 46,664 ordinary shares pursuant to the terms of such plan.
On May 15, 2024 , J. Adam Zangerle , Senior Vice President, General Counsel, and Company Secretary of the Company , adopted a Rule 10b5-1 Trading Plan . Mr. Zangerle’s Rule 10b5-1 Trading Plan, which expires November 1, 2025, provides for the sale of up to 17,822 ordinary shares pursuant to the terms of such plan. The actual number of ordinary shares available to be sold under the Rule 10b5-1 Trading Plan for ordinary shares subject to unvested awards will be calculated at the time of vesting of such equity awards after withholding to satisfy tax obligations.
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ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K
Exhibit
Number
Exhibit Description
2.1 Equity Purchase Agreement by and between STERIS Corporation, HuFriedy Group Holding LLC, Hu-Friedy Mfg. Co. LLC and Crosstex International, Inc., dated as of April 10, 2024 (filed herewith).
3.1 STERIS plc Amended Memorandum and Articles of Association (filed as Exhibit 3.1 to STERIS plc Form 10-K for the fiscal year ended March 31, 2019 (Commission File No. 001-38848), and incorporated herein by reference).
15.1 Letter Re: Unaudited Interim Financial Information.
22.1 List of Guarantor Subsidiaries with respect to the 2.700% Notes due 2031 and 3.750% Notes due 2051 issued by STERIS Irish Finco Unlimited Company (filed as Exhibit 22.1 to Form 10-K for the fiscal year ended March 31, 2021 (Commission File No. 001-38848), and incorporated by reference).
31.1 Certification of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).
31.2 Certification of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).
32.1 Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH Inline Schema Document.
101.CAL Inline Calculation Linkbase Document.
101.DEF Inline Definition Linkbase Document.
101.LAB Inline Labels Linkbase Document.
101.PRE Inline Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STERIS plc
/s/ KAREN L. BURTON
Karen L. Burton
Vice President, Chief Accounting Officer
August 8, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.