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Item 8. Financial Statements and Supplementary Data

2025-05-29 compared with 2024-05-29 · 299 added, 431 removed, 1488 unchanged (33% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

To the Shareholders and the Board of Directors of STERIS plc

Opinion on the Financial Statements

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Description of the Matter Uncertain Tax Positions

As discussed in Note 10 to the consolidated financial statements, the Company received two notices of proposed tax adjustments from the U.S.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Description of

Uncertain Tax Positions

As discussed in Note 10 to the consolidated financial statements, the Company received two notices of deficiency from the U.S.

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

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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.

Addressed the

Matter in Our Audit

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.

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

Description of the Matter Valuation of the customer relationships intangible asset related to the acquisition of the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton Dickinson (BD)

As discussed in Note 3 to the consolidated financial statements, on August 2, 2023, the Company purchased the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from BD for $539,758 thousand.

The acquisition has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired, liabilities assumed and noncontrolling interests be recognized at their respective fair values as of the acquisition date.

The Company preliminarily allocated $238,000 thousand of the purchase price to the fair value of the acquired customer relationships intangible asset.

The purchase price allocation for BD is preliminary.

The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed.

Auditing management’s preliminary valuation of the customer relationships intangible asset associated with this acquisition was complex and judgmental due to the significant estimation uncertainty in the Company’s determination of the preliminary fair value of the customer relationships intangible asset under an income approach using discounted cash flows.

The significant estimation uncertainty was primarily due to the sensitivity of the fair value to the underlying assumption related to the customer attrition rate.

This significant assumption is forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for the customer relationships intangible asset, including controls over management’s review of the significant assumption in the determination of fair value under the income approach.

To test the estimated fair value of the acquired customer relationships intangible asset, our audit procedures included, among others, evaluating the Company’s selection of the valuation method, testing the significant assumption used by the Company and testing the completeness and accuracy of the underlying data.

For example, we performed analyses to evaluate the sensitivity of changes in the assumption to the fair value of the customer relationships intangible asset and compared the significant assumption to current industry, market, and economic trends, and historical results of the acquired business.

In addition, we involved our valuation specialists to assist with our evaluation of the methodology and significant assumption used by the Company to determine the preliminary fair value estimate of the customer relationships intangible asset, including the customer attrition rate.

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

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CONSOLIDATED BALANCE SHEETS

(in thousands)

(dollars in thousands)

March 31, 2025 2024

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Other assets 83,046 66,199

Non-current assets held for sale — 977,259

Total assets $ 10,146,811 $ 11,063,697

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Other liabilities 61,889 71,546

Non-current liabilities held for sale — 20,936

Total liabilities $ 3,531,054 $ 4,748,351

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CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(dollars in thousands, except per share amounts)

Years Ended March 31, 2025 2024 2023

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Research and development 107,648 103,679 98,477

Illinois EO litigation settlement 48,150 — —

Restructuring expenses 46,049 26,045 485

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Interest expense 86,261 144,351 107,956

Fair value adjustment related to convertible debt, premium liability — — 27,806

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

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

Total non-operating expenses, net 70,434 133,308 110,835

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611,557 553,280 556,197

Loss from discontinued operations, net of income tax

( 173,201 ) ( 450,384 ) ( 41,589 )

Income (loss) from discontinued operations, net of income tax 4,517 ( 173,201 ) ( 450,384 )

Net income 616,074 380,079 105,813

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(dollars in thousands)

Years Ended March 31, 2025 2024 2023

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Net income attributable to shareholders $ 614,641 $ 378,239 $ 107,030

Other comprehensive loss

Defined benefit plan changes (net of tax (benefit) expense of $( 155 ), $ 521 , and $ 507 , respectively)

Other comprehensive income (loss)

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

149 ( 736 ) ( 1,264 )

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

Total other comprehensive loss attributable to shareholders

( 7,947 ) ( 110,902 ) ( 148,565 )

Total other comprehensive income (loss) attributable to shareholders 36,319 ( 7,947 ) ( 110,902 )

Comprehensive income (loss) attributable to shareholders

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(dollars in thousands)

Years Ended March 31, 2025 2024 2023

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Loss on classification as held for sale

Loss (gain) on sale of businesses

873 ( 67 ) ( 874 )

Gain on sale of investments ( 546 ) — —

Fair value adjustment related to convertible debt, premium liability — — 27,806

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

Amortization of inventory fair value adjustments — 4,822 7,363

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Other items ( 3,745 ) 12,316 ( 24,832 )

Changes in operating assets and liabilities, net of effects of acquisitions:

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

Accounts receivable, net ( 28,815 ) ( 128,069 ) ( 133,304 )

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Proceeds from the sale of investments — 3,882 —

Investment in convertible notes ( 1,500 ) — —

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

Acquisition of businesses, net of cash acquired ( 54,139 ) ( 546,256 ) ( 42,572 )

Net cash used in investing activities ( 887,361 ) ( 383,330 ) ( 666,559 )

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

Financing activities:

Proceeds from issuance of senior public notes — — 1,350,000

Proceeds from term loans — — 650,000

Payments on term loans ( 638,125 ) ( 60,000 ) ( 156,875 )

Payments on Private Placement Senior Notes ( 80,000 ) — ( 91,000 )

Payments on convertible debt — — ( 371,361 )

Proceeds (payments) under credit facilities, net 181,486 241,657 ( 190,174 )

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

Deferred financing fees and debt issuance costs ( 2,316 ) — —

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Stock option and other equity transactions, net 25,469 10,472 1,828

Net cash (used in) provided by financing activities ( 85,186 ) ( 498,718 ) 115,830

Net cash used in financing activities ( 1,572,364 ) ( 85,186 ) ( 498,718 )

Effect of exchange rate changes on cash and cash equivalents 185 ( 2,064 ) ( 14,862 )

(Decrease) increase in cash and cash equivalents ( 1,337 ) ( 139,963 ) 127,789

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

Cash and cash equivalents at beginning of period 207,020 208,357 348,320

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except per share amounts)

(dollars in thousands, except per share amounts)

Ordinary Shares Retained

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— — ( 183,498 ) — — ( 183,498 )

Issuance of shares for acquisition of Cantel Medical LLC ("Cantel") 14,297 2,689,317 2,689,317

Consideration related to equity component of Cantel convertible debt 175,555 175,555

Consideration related to Cantel equity compensation programs 18,173 18,173

Reclassification to Cantel convertible debt, premium liability ( 175,555 ) ( 175,555 )

Distributions to noncontrolling interest holders — — — — ( 794 ) ( 794 )

Contributions from noncontrolling interest holders — — — — 3,672 3,672

Other changes in noncontrolling interest — — — — ( 296 ) ( 296 )

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Comprehensive income:

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

Net income — — 378,239 — 1,840 380,079

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

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Distributions to noncontrolling interest holders — — — — ( 1,562 ) ( 1,562 )

Contributions from noncontrolling interest holders — — — — 2,994 2,994

Other changes in noncontrolling interest — — — — ( 64 ) ( 64 )

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— — 614,641 — 1,433 616,074

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

Other comprehensive income — — — 36,319 — 36,319

Repurchases of ordinary shares ( 1,002 ) ( 205,633 ) ( 7,081 ) — — ( 212,714 )

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

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

Other changes in noncontrolling interest — — — — ( 87 ) ( 87 )

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consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools;

and services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, outsourced reprocessing;

and capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors, and connectivity solutions such as operating room (“OR”) integrati on.

services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, and outsourced reprocessing;

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

and connectivity solutions such as operating room (“OR”) 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 agreement to divest our Dental segment, Dental is presented as discontinued operations.

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.

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We use the consolidation method to report our investment in our subsidiaries.

Therefore, the accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.

We eliminate intercompany accounts and transactions when we consolidate these accounts.

Therefore, the accompanying consolidated financial statements include the financial statements of the Company and its wholly-owned and majority-owned subsidiaries.

We eliminate intercompany accounts and transactions when we consolidate these financial statements.

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.

Our reporting currency is United States Dollars (USD).

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 $ 12.5 million in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025.

The transaction is structured as an equity sale.

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.

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.

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

The transaction is anticipated to close in the first quarter of fiscal 2025.

Therefore, the held for sale assets and liabilities are classified as current as of March 31, 2024.

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment for all periods presented.

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.

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 13 titled, "Business Segment Information."

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Property, Plant, and Equipment.

Our property, plant, and equipment consists of land and land improvements, buildings and leasehold improvements, machinery and equipment, information systems, radioisotope (cobalt-60), and construction in progress.

Our property, plant, and equipment consists of land and land improvements, buildings and leasehold improvements, machinery and equipment, information systems, cobalt-60, and construction in progress.

Property, plant, and equipment are presented at cost less accumulated depreciation and depletion.

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Information Systems 2 - 20

Radioisotope (cobalt-60) 20

When we sell, retire, or dispose of property, plant, and equipment, we remove the asset’s cost and accumulated depreciation from our Consolidated Balance Sheet.

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These assets are tested at least annually for impairment.

Investments in marketable securities are stated at fair value and are included in Other assets on the Consolidated Balance Sheets.

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.

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.

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

Asset Impairment Losses.

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

Acquisitions of Business.

Assets acquired and liabilities assumed in a business combination are accounted for at fair value on the date of acquisition.

Costs related to the acquisition are expensed as incurred.

STERIS PLC AND SUBSIDIARIES

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

Acquisitions of Business.

Assets acquired and liabilities assumed in a business combination are accounted for at fair value on the date of acquisition.

Costs related to the acquisition are expensed as incurred.

We perform our annual impairment test for goodwill in the third quarter of each year.

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We provide additional information about our pension and other post-retirement benefits plans in Note 11 titled, “Benefit Plans.”

Fair Value of Financial Instruments.

Except for long-term debt, our financial instruments are highly liquid or have short-term maturities.

We provide additional information about the fair value of our financial instruments in Note 19 titled, “Fair Value Measurements.”

Foreign Currency Translation.

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We may also enter into commodity swap contracts to hedge price changes in nickel that impact raw materials included in our Cost of revenues.

We may also hold forward foreign exchange contracts to hedge a portion of our expected non-U.S.

We may also hold foreign currency forward contracts to hedge a portion of our expected non-U.S.

dollar denominated earnings against our reporting currency, the U.S.

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Standards that have been adopted in fiscal 2025

ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations." September 2022 The standard provides guidance to enhance the transparency of disclosures for entities that utilize supplier finance programs to include information about the key terms of the programs and present a rollforward of any obligations under the program where those obligations are presented in the balance sheet.

We adopted this standard in fiscal 2024 with no material impact to our consolidated financial statements.

Standards that have not yet been adopted.

ASU 2023-07 "Segment Reporting (Topic 280)

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

The amendments in this standard are effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years 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.

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.

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.

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.

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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.

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

November 2024

The standard provides guidance to enhance disclosures related to the disaggregation of income statement expenses.

The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

The standard also requires amounts that are already required to be disclosed under U.S.

GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

NA 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

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RESTRUCTURING

We adopted and announced a targeted restructuring plan (the "Restructuring Plan").

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.

Less than 300 positions are being eliminated.

These restructuring actions are designed to enhance profitability and improve efficiency, and we expect to be substantially complete with the actions by the end of fiscal 2025.

We have incurred pre-tax expenses totaling $ 44,390 related to these restructurings in fiscal 2024, of which $ 26,070 was recorded as restructuring expenses and $ 18,320 was recorded in Cost of revenues.

A total of $ 18,995 and $ 25,355 was related to the Healthcare and AST segments, respectively, while a total of $ 40 was related to Corporate.

We expect to incur additional restructuring expenses related to this plan of approximately $ 55,300 , which includes approximately $ 51,300 related to Healthcare, $ 3,000 related to AST, $ 800 related to Life Sciences, and $ 200 related to Corporate.

The expected additional restructuring charges of $ 55,300 is comprised of approximately $ 36,200 related to severance and other compensation related costs, $ 15,300 related to lease and other contract termination and other costs, and $ 3,800 related to accelerated depreciation and amortization.

The following table summarizes our total pre-tax restructuring expenses recorded in fiscal 2024 related to the Restructuring Plan:

Year Ended March 31, 2024 Restructuring Plan

Asset impairment

Product rationalization (1)

Approximately 300 positions have been eliminated.

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

The following table summarizes our total pre-tax restructuring expenses recorded in fiscal 2025 and 2024 related to the Restructuring Plan:

Restructuring Plan

Years Ended March 31, 2025 2024

Severance and other compensation related costs $ 29,030 $ 678

Lease and other contract termination and other costs 12,358 —

Product rationalization (1)

16,232 18,320

Accelerated depreciation and amortization and asset impairment 4,655 25,392

Total Restructuring Expense

$ 62,275 $ 44,390

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

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Restructuring Plan expenses incurred during fiscal 2025 and 2024 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.

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

Balance at March 31, 2024 $ 678

Fiscal 2025 charges 41,388

Balance at March 31, 2025 $ 18,371

BUSINESS ACQUISITIONS AND DIVESTITURES

Fiscal 2025 Acquisitions

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

The acquired assets from BD are being integrated into our Healthcare segment.

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

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 .

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.

Fiscal 2024 Acquisitions

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

The acquired assets from BD were integrated into our Healthcare segment.

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

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

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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.

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(As Previously Reported)

March 31, 2024

Adjustments (2)

Inventory 27,006 4,821 $ 31,827

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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 tradenames ( 15 years estimated useful life) as of March 31, 2024.

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

(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.

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

Fiscal 2023 Acquisitions

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

Fiscal 2022 Acquisition of Cantel Medical LLC

On June 2, 2021, we acquired all outstanding equity interests in Cantel Medical LLC ("Cantel") through a U.S.

Cantel, formerly headquartered in Little Falls, New Jersey, with approximately 3,700 employees, is a global provider of infection prevention products and services primarily to endoscopy and dental Customers.

We believe that the acquisition has strengthened STERIS’s leadership in infection prevention by bringing together two complementary businesse s able to offer a broader set of Customers a more diversified selection of infection prevention, endoscopy and sterilization products and services.

Additionally, the integration has resulted in cost savings from optimizing global back-office infrastructure, leveraging best-demonstrated practices across locations and eliminating redundant public company costs.

Cantel’s Dental business extended our business into a new Customer segment.

This business was reported as the Dental segment, but has since been reclassified as held for sale and is presented as a discontinued operation.

The rest of Cantel was integrated into our existing Healthcare and Life Sciences segments.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Total Purchase Consideration

The total consideration for Cantel Common Stock and stock equivalents was $ 3,599,471 .

The consideration was comprised of the following:

(shares in thousands)

Cash consideration $ 16.93 per Cantel share ( 42,816 shares)

Cash consideration for fractional shares 14

STERIS plc ordinary shares 14,297 shares at ($ 188.07 per share)

Consideration related to Cantel equity compensation programs 18,173

Consideration related to equity component of Cantel convertible debt 175,555

Total purchase consideration $ 3,599,471

In addition, STERIS assumed and repaid $ 721,284 of existing Cantel debt obligations and assumed Cantel's obligations associated with convertible senior notes issued on May 15, 2020, which is described in Note 8 titled, " Debt ."

We funded the cash portion of the transaction consideration and repayment of a significant amount of Cantel’s existing debt obligations with a portion of the proceeds from new debt, which is described in Note 8 titled, " Debt.

Additional information regarding the Cantel acquisition is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on May 26, 2023.

Other Fiscal 2022 Acquisitions

In addition to the acquisition of Cantel, we completed three other tuck-in acquisitions during fiscal 2022, which continued to expand our product and service offerings in the Healthcare segment.

Total aggregate consideration for these transactions was approximately $ 3,146 , net of cash acquired and including deferred consideration of $ 50 .

Fair Value of Assets Acquired and Liabilities Assumed

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Fiscal Year 2025 (1)

Fiscal Year 2023 (2)

(dollars in thousands) Other Acquisitions

Fiscal Year 2024 Fiscal Year 2023

All Acquisitions Other Acquisitions

(Excluding BD)

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( 1) Purchase price allocation is preliminary as of March 31, 2025, as valuations have not been finalized.

(2) The purchase price allocation for fiscal 2023 acquisitions include certain measurement period adjustments recorded during fiscal 2024, increasing net assets acquired by $ 200 .

STERIS PLC AND SUBSIDIARIES

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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.

Fiscal 2024 acquisition and integration expenses were primarily related to the acquisition of assets from BD while fiscal 2023 and 2022 acquisition and integration expenses were primarily related to the acquisition of Cantel.

These costs are included in Selling, general, and administrative expenses in the Consolidated Statements of Income.

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.

The transaction is structured as an equity sale.

The sale is expected to close in the first quarter of fiscal 2025.

The disposal of the Dental segment met the criteria to be presented as a discontinued operation during the fourth quarter of fiscal 2024.

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.

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.

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.

In fiscal 2025, we recorded net proceeds of $ 41,546 .

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

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.

1 unchanged sentence

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

In December 2021, we entered into an Asset Purchase Agreement to sell our Renal Care business to Evoqua Water Technologies Corp., for cash consideration of approximately $ 196,000 , subject to certain potential adjustments, including a customary working capital adjustment and contingent consideration of $ 12,300 .

We recognized a pre-tax gain on the sale of $ 4,919 .

The transaction closed on January 3, 2022.

We acquired the Renal Care business as part of the Cantel transaction, which closed on June 2, 2021, and had been integrated into STERIS's Healthcare segment.

The Renal Care business generated annual revenues of approximately $ 180,000 .

The proceeds from the sale received at closing were used to repay outstanding debt.

During the third quarter of fiscal 2023, we received an additional $ 1,396 in working capital settlements related to the sale of this business.

During the second quarter of fiscal 2024, we received an additional $ 9,458 out of escrow.

DISCONTINUED OPERATIONS

The Company concluded that our Dental segment met the criteria to be classified as held for sale.

The transaction is structured as an equity sale.

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.

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

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

Our Consolidated Statements of Cash Flows include the financial results of the Dental segment for all periods presented.

Proceeds received from the sale will be used to pay off existing debt.

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.

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.

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

(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 and 2023:

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:

6 unchanged sentences

Loss accrued on classification as held for sale

( 202,932 ) —

Total assets held for sale

$ 804,904 $ 1,134,839

Liabilities held for sale:

5 unchanged sentences

Total liabilities held for sale

$ 64,012 $ 71,578

Assets held for sale:

Current $ 804,904 $ 157,580

Non-current — 977,259

Liabilities held for sale:

Current $ 64,012 $ 50,642

Non-current — 20,936

As of March 31, 2024, the Dental segment met the held for sale criteria, and the sale is expected to be completed in the first quarter of fiscal 2025.

As a result, all assets and liabilities during the period are reported as current.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2024, and 2023:

9 unchanged sentences

Research and development 369 2,960 3,104

Loss from operations

( 22,378 ) ( 522,916 ) ( 52,197 )

Non-operating expenses, net ( 10 ) 2 103

Pre-tax loss on classification as held for sale (1)

Income (loss) from operations (1)

14,955 ( 22,378 ) ( 522,916 )

Loss before income tax expense

Non-operating expenses (income), net 1 ( 10 ) 2

Pre-tax loss on sale (2)

( 13,995 ) ( 206,444 ) —

Income (loss) before income tax expense 959 ( 228,812 ) ( 522,918 )

Income tax benefit ( 3,558 ) ( 55,611 ) ( 72,534 )

( 55,611 ) ( 72,534 ) ( 10,711 )

Loss from discontinued operations, net of income tax

$ ( 173,201 ) $ ( 450,384 ) $ ( 41,589 )

(1) Amount includes additional transaction costs and the estimated accrued loss totaling $ 202,932 included in held for sale as of March 31, 2024

Income (loss) from discontinued operations, net of income tax $ 4,517 $ ( 173,201 ) $ ( 450,384 )

(1) Income from operations for the year ended March 31, 2025 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.

(2) Fiscal 2025 pre-tax loss on sale driven by sale price adjustments relating to working capital.

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.

7 unchanged sentences

The effective income tax rates for the years ended March 31, 2025, 2024, and 2023 were ( 371.0 )%, 24.3 %, and 13.9 %, 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.

9 unchanged sentences

(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

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

GOODWILL AND INTANGIBLE ASSETS

5 unchanged sentences

Measurement period adjustments to acquired goodwill ( 2,573 ) — — ( 2,573 )

( 2,358 ) — — ( 2,358 )

Foreign currency translation adjustments and other 2,758 ( 9,139 ) 361 ( 6,020 )

2 unchanged sentences

Measurement period adjustments to acquired goodwill — ( 517 ) — ( 517 )

Divestiture — — ( 11,560 ) ( 11,560 )

Foreign currency translation adjustments and other 6,263 19,855 315 26,433

3 unchanged sentences

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 2025, 2024, and 2023, there were no indicators that impairment of goodwill or indefinite-lived intangible assets was more likely than not.

2 unchanged sentences

We conduct this review on an ongoing basis, and, if impairment exists, we record the loss in the Consolidated Statements of Income during that period.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

When we evaluate these assets for impairment, we make certain judgments and estimates, including interpreting current economic indicators and market valuations, evaluating our strategic plans with regards to operations, historical and anticipated performance of operations, and other factors.

75 unchanged sentences

Delayed draw term loan, current portion — 44,688

Private Placement Senior Notes 125,000 —

Total short-term debt $ 125,000 $ 85,938

8 unchanged sentences

Total debt $ 2,043,701 $ 3,206,100

On March 19, 2021, STERIS plc ("the Company"), STERIS Corporation, STERIS Limited (“Limited”), and STERIS Irish FinCo Unlimited Company ("FinCo", "STERIS Irish 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 $ 1,250,000 revolving credit facility (the “Revolver”), which replaced a prior revolving credit agreement.

The Revolver provides for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit.

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

The Revolver matures on the date that is five years after March 19, 2021, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date.

The Revolver bears interest from time to time, at either the Base Rate, the applicable Relevant Rate, or the applicable Adjusted Daily Simple RFR, as defined in and calculated under and as in effect from time to time under the Revolving Credit Agreement, plus the Applicable Margin, as defined in the Revolving Credit Agreement.

The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Credit Agreement.

Interest on Base Rate Advances is payable quarterly in arrears, interest on Term Benchmark Advances is payable at the end of the relevant interest period therefor, but in no event less frequently than every three months, and interest on RFR Advances is payable monthly after the date of borrowing.

Swingline borrowings bear interest at a rate to be agreed upon by the applicable swingline lender and the applicable borrower, subject to a cap in the case of swingline borrowings denominated in U.S.

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.

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 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.

The Revolving Credit Facility bears interest from time to time, at either the Base Rate or the Relevant Rate, as defined in and calculated under and as in effect from time to time under the Revolving Credit Agreement, plus the Applicable Margin, as defined in the Revolving Credit Agreement.

The Applicable Margin is determined based on the Debt Rating of Parent, as defined in the Revolving Credit Agreement.

Base Rate Advances are payable quarterly in arrears and Term Benchmark Advances are payable at the end of the relevant interest period therefor, but in no event less frequently than every three months.

Swingline borrowings bear interest at a rate to be agreed by the applicable swingline lender and the applicable borrower, subject to a cap in the case of swingline borrowings denominated in U.S.

Dollars equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee.

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.

In connection with the cessation of British Pound Sterling LIBOR and Swiss Franc LIBOR as of December 31, 2021, JPMorgan Chase Bank, N.A.

as administrative agent, pursuant to authority contained in the Revolver, amended the Revolver on January 1, 2022 to make Benchmark Replacement Conforming Changes (as defined in the Revolver).

The amendment concerns technical, administrative or operational changes related to borrowings in British Pounds Sterling and Swiss Francs.

As of March 31, 2024 a total of $ 484,529 of Credit Agreement and Swing Line Facility borrowings were outstanding under the Credit Agreement, based on currency exchange rates as of March 31, 2024.

On March 19, 2021, the Company, 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 (the “Term Loan”), which replaced an existing term loan agreement, dated as of November 18, 2020 (the “Existing Term Loan Agreement”).

The proceeds of the Term Loan were used to refinance the Existing Term Loan Agreement.

The Term Loan matures on the date that is five years after March 19, 2021 (the “Term Loan Closing Date”).

No principal payments are due on the Term Loan for the period beginning from the first full fiscal quarter ended after the Term Loan Closing

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

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

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

Date to and including the fourth full fiscal quarter ended after the Term Loan Closing Date.

For the period beginning from the fifth full fiscal quarter ended after the Term Loan Closing Date to and including the twelfth full fiscal quarter ended after the Term Loan Closing Date, quarterly principal payments, each in the amount of 1.25 % of the original principal amount of the Term Loan, are due on the last business day of each fiscal quarter.

For the period beginning from the thirteenth full fiscal quarter ended after the Term Loan Closing Date through the maturity of the loan, quarterly principal payments, each in the amount of 1.875 % of the original principal amount of the Term Loan, are due on the last business day of each fiscal quarter.

The remaining unpaid principal is due and payable on the maturity date.

The Term Loan bears interest from time to time, at either the Base Rate or the Adjusted Term SOFR Rate, as defined in and calculated under and as in effect from time to time under the Term Loan Agreement, plus the Applicable Margin, as defined in the Term Loan Agreement.

The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Term Loan Agreement.

Interest on Base Rate Advances is payable quarterly in arrears and interest on Term Benchmark Advances is payable in arrears at the end of the relevant interest period therefor, but in no event less frequently than every three months.

Also on March 19, 2021, the Company, 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 (the “Delayed Draw Term Loan”) in connection with STERIS’s acquisition of Cantel.

During the first quarter of fiscal 2022, we borrowed $ 650,000 under our Delayed Draw Term Loan Agreement.

The Delayed Draw Term Loan was funded by the lenders upon consummation of the Cantel acquisition (the “Acquisition Closing Date”).

The proceeds of the Delayed Draw Term Loan were used, together with the proceeds from other new indebtedness, to fund the cash consideration for the acquisition, as well as for various other items.

The Delayed Draw Term Loan matures on the date that is five years after the Acquisition Closing Date.

No principal payments are due on the Delayed Draw Term Loan for the period beginning from the first full fiscal quarter ended after the Acquisition Closing Date to and including the fourth full fiscal quarter ended after the Acquisition Closing Date.

For the period beginning from the fifth full fiscal quarter ended after the Acquisition Closing Date to and including the twelfth full fiscal quarter ended after the Acquisition Closing Date, quarterly principal payments, each in the amount of 1.25 % of the original principal amount of the Delayed Draw Term Loan, are due on the last business day of each fiscal quarter.

For the period beginning from the thirteenth full fiscal quarter ended after the Acquisition Closing Date through the maturity of the loan, quarterly principal payments, each in the amount of 1.875 % of the original principal amount of the Delayed Draw Term Loan, are due on the last business day of each fiscal quarter.

The remaining unpaid principal is due and payable on the maturity date.

The Delayed Draw Term Loan bears interest from time to time, at either the Base Rate or the Adjusted Term SOFR Rate, as defined in and calculated under and as in effect from time to time under the Delayed Draw Term Loan Agreement, plus the Applicable Margin, as defined in the Delayed Draw Term Loan Agreement.

The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Delayed Draw Term Loan Agreement.

On May 3, 2023, in connection with the upcoming replacement of U.S.

dollar LIBOR with SOFR, the Borrower, Guarantors, Lenders, and JPMorgan Chase Bank, N.A., each as defined in each of the agreements, amended the Revolving Credit Agreement, the Term Loan Agreement, and the Delayed Draw Term Loan Agreement.

The amendments concern pricing, technical, administrative, and operational changes related to borrowings in U.S.

The above descriptions reflect those amendments.

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.

Senior Public Notes

On April 1, 2021, STERIS Irish FinCo Unlimited Company ("FinCo," "STERIS Irish FinCo," the "Issuer") 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 the Issuer’s 2.70 % Senior Notes due 2031 (the “2031 Notes”) and (ii) $ 675,000 aggregate principal amount of the Issuer’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 (the “Base Indenture”), among FinCo, and STERIS plc, STERIS Corporation and STERIS 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 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Each of the Guarantors guaranteed the Senior Public Notes jointly and severally on a senior unsecured basis (the “Guarantees”).

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.

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.

Each of the Guarantors guaranteed the Senior Public Notes jointly and severally on a senior unsecured basis.

The 2031 Notes will mature on March 15, 2031 and the 2051 Notes will mature on March 15, 2051.

The Senior Public Notes will bear interest at the

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

rates set forth above.

Interest on the Senior Public Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2021, until their respective maturities.

Cantel's Convertible Debt

On May 15, 2020, Cantel issued $ 168,000 aggregate principal amount of 3.25 % convertible senior notes due 2025 (the “Notes”) in a private placement.

The initial conversion price was $ 41.51 per share of Cantel common stock (based on an initial conversion rate of 24.0912 shares of Cantel common stock per one thousand dollars in principal amount of Notes) and was, along with the conversion rate, subject to adjustment if certain events occurred.

Because each of the consummation of STERIS's acquisition of Cantel and the delisting of Cantel common stock from the New York Stock Exchange (the "NYSE") constituted a “Make-Whole Fundamental Change” under the indenture governing the notes (as supplemented, the "Cantel Indenture"), any Notes surrendered for conversion from and including June 2, 2021 until July 2, 2021 (the “Make-Whole Conversion Period”) were subject to conversion at the conversion rate of 25.0843 units of Reference Property (as defined in the Cantel Indenture) (the “Make-Whole Conversion Rate”), which corresponded to 8.4752 STERIS ordinary shares and approximately $ 424.68 in cash per one thousand dollars in principal amount of Cantel Notes.

The Make-Whole Conversion Rate was based on an increase in the Conversion Rate by 0.9931 Additional Shares based on a Make-Whole Effective Date of June 2, 2021 and a Stock Price (each as defined in the Cantel Indenture) of $ 81.3520 .

Cantel settled all conversions of Notes in connection with the Make-Whole Fundamental Changes that constituted STERIS's acquisition of Cantel and the delisting of Cantel common stock from the NYSE pursuant to the Cash Settlement provisions of the Cantel Indenture.

The Cantel Trustee, acting as conversion agent, informed Cantel that holders of 100% of the outstanding Notes elected to convert their Notes during the Make-Whole Conversion Period.

The fair value of the Notes exceeded their aggregate par value of $ 168,000 at the date of consummation of STERIS's acquisition of Cantel.

The fair value was estimated utilizing the closing price of STERIS ordinary shares on June 2, 2021.

A premium of approximately $ 175,555 in excess of the aggregate par value of the Notes represented purchase consideration and was initially classified in additional paid-in capital in accordance with ASC 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)."

Because all Holders elected to convert during the Make-Whole Conversion Period, the aggregate par value outstanding was reclassified to current liabilities in the balance sheet.

The premium initially recorded as additional paid in capital at the effective time of STERIS's acquisition of Cantel was reclassified to "Convertible debt, premium liability," also classified as a current liability, and was settled in cash.

The final total Cash Settlement value of the Notes was approximately $ 371,361 , comprised of the aggregate par value of $ 168,000 and the fair value of the liability representing the premium over par of approximately $ 203,361 .

The liability representing the premium over par value increased between the effective date of STERIS's acquisition of Cantel and settlement because of the movement in trading prices of STERIS Ordinary Shares during the Observation Periods (as defined in the Cantel Indenture).

The fluctuation in fair value during such Observation Periods is reported in the statement of income as a component of “Non-operating expense, net.”

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Senior Public Notes will bear interest at the rates set forth above.

Interest on the Senior Public Notes is payable on March 15 and September 15 of each year until their respective maturities.

Private Placement Senior Notes

Our outstanding Private Placement Senior Notes at March 31, 2025 and 2024 were as follows:

47 unchanged sentences

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

On March 19, 2021, STERIS Corporation as issuer, and the Company, 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 “2015 Amendment”).

Also on March 19, 2021, Limited, as Issuer, and the Company, 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”).

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.

At March 31, 2024, we were in compliance with all financial covenants associated with our indebtedness.

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

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

(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”).

At March 31, 2025, we were in compliance with all financial covenants associated with our indebtedness.

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

20 unchanged sentences

Self-insured and related risk reserves-current portion 15,055 13,303

Illinois EO litigation settlement (1)

Accrued dealer commissions 32,074 33,277

13 unchanged sentences

Total other liabilities $ 61,889 $ 71,546

(1) Pursuant to the terms of our settlement agreement, settlement funds have been deposited into escrow.

The corresponding escrow asset is included in the Prepaid expenses and other current assets line of our Consolidated Balance Sheets.

STERIS PLC AND SUBSIDIARIES

4 unchanged sentences

National statutory tax rate 12.5 % 12.5 % 12.5 %

Increase in accruals for uncertain tax positions

— % — % 0.1 %

Change in accruals for uncertain tax positions ( 0.1 ) % — % — %

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

2.8 % 2.2 % ( 1.1 ) %

Increase in valuation allowances

0.9 % — % 0.7 %

Change in valuation allowances 0.7 % 0.9 % — %

research and development credit ( 0.6 ) % ( 0.7 ) % ( 0.4 ) %

6 unchanged sentences

( 0.3 ) % ( 0.2 ) % ( 0.3 ) %

Capitalized acquisition, redomiciliation costs — % — % 1.5 %

All other, net 0.1 % ( 0.1 ) % — %

5 unchanged sentences

Income before income taxes by geography includes the transfer of income before income taxes that results from these transactions.

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

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

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.

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

A significant majority of STERIS Irish FinCo’s income before income taxes during the years presented was driven by loans to our operations in the United States in response to such funding needs.

A significant majority of FinCo’s income before income taxes during the years presented was driven by loans to our operations in the United States in response to such funding needs.

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:

1 unchanged sentence

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 2022, income in the United States was affected by costs associated with the completion of the Cantel Medical acquisition.

These include $ 205,788 of acquisition and integration related expenses and the negative impact of a fair value adjustment of $ 27,806 related to the premium liability associated with the Cantel Medical convertible debt.

Approximately $ 67,000 of these costs were non-deductible.

STERIS PLC AND SUBSIDIARIES

50 unchanged sentences

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 Rican Tax Holiday is $ 4,800 (or $ 0.05 per fully diluted share), annually.

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

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

8 unchanged sentences

Insurance 2,126 2,817

Illinois EO Litigation Settlement 12,022 —

Deferred income 24,092 20,393

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operating loss carry forwards of $ 124,540 .

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 2025 and 2045.

In addition, we have recorded pre-valuation allowance tax benefits of $ 2,269

Although the majority of the

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

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

related to U.S.

carryforwards have indefinite expiration periods, those carryforwards that have definite expiration periods will expire if unused between fiscal years 2026 and 2046.

In addition, we have recorded pre-valuation allowance tax benefits of $ 2,211 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, 2024, we had $ 33,297 of pre-valuation allowance tax credit carryforwards of which $ 23,954 relates to offsets of deferred tax liabilities related to German branches of a U.S.

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.

These credit carryforwards can be used through fiscal 2034.

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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.

On October 8, 2021, the Organization for Economic Co-operation and Development ("OECD") announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting which agreed to a two-pillar solution to address tax challenges arising from digitalization of the economy.

On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

The OECD continues to release additional guidance on the two-pillar framework with widespread implementation anticipated by 2024.

We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by individual countries.

The legislation is anticipated to be effective for our fiscal year beginning April 1, 2024.

On October 8, 2021, the OECD announced the OECD/G20 Inclusive Framework on BEPS, which agreed to a two-pillar solution to address tax challenges arising from digitalization of the economy.

On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax (GloBE), which calls for the taxation of large corporations at a minimum rate of 15%.

The OECD continues to release additional guidance on the global minimum tax.

The global minimum tax rules were effective from our fiscal year beginning April 1, 2024.

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

BENEFIT PLANS

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Fair Value Measurements at March 31, 2025

(In thousands) Total Quoted

Active Markets

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Fair Value Measurements at March 31, 2024

(In thousands) Total Quoted

Active Markets

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Gains (losses) related to assets still held at year-end 28

Transfers out of Level 3 320

Transfers into Level 3 631

Foreign currency 64

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

Transfers out of Level 3 631

Transfers into Level 3 607

Foreign currency 114

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We contribute amounts to our defined benefit pension plans at least equal to the minimum amounts required by applicable employee benefit laws and local tax laws.

As of March 31, 2024, we were no longer in a position where future contributions are required.

Planned contribution amounts for fiscal 2025 have been cancelled.

We anticipate fiscal 2026 contributions to approximate those of fiscal 2025.

Based upon the actuarial assumptions utilized to develop our benefit obligations at March 31, 2025, the following benefit payments are expected to be made to plan participants:

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These legal proceedings, investigations and claims generally involve a variety of legal theories and allegations, including, without limitation, personal injury (e.g., slip and falls, burns, vehicle accidents), product liability or regulation (e.g., based on product operation or claimed malfunction, failure to warn, failure to meet specification, or failure to comply with regulatory requirements), product exposure (e.g., claimed exposure to chemicals, gases, asbestos, contaminants, radiation), property damage (e.g., claimed damage due to leaking equipment, fire, vehicles, chemicals), commercial claims (e.g., breach of contract, economic loss, warranty, misrepresentation), financial (e.g., taxes, reporting), employment (e.g., wrongful termination, discrimination, benefits matters), and other claims for damage and relief.

We believe we have adequately reserved for our current litigation and claims that are probable and estimable, and further believe that the ultimate outcome of these pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole.

Due to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings (including without limitation the matters discussed below).

For certain types of claims, we presently maintain insurance coverage for personal injury and property damage and other liability coverages in amounts and with deductibles that we believe are prudent, but there can be no assurance that these coverages will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us.

Civil, criminal, regulatory or other proceedings involving our products or services could possibly result in judgments, settlements or administrative or judicial decrees requiring us, among other actions, to pay damages or fines or effect recalls, or be subject to other governmental, Customer or other third party claims or remedies, which could materially affect our business, performance, prospects, value, financial condition, and results of operations.

For additional information regarding these matters, see the risks and uncertainties described under the title "product and service related regulations and claims" in Item 1A.

of this Annual Report on Form 10-K.

We record a liability for such contingencies to the extent we conclude that their occurrence is both probable and estimable and believe we have adequately reserved for our current litigation and claims that are probable and estimable.

In the event that the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range.

We consider many factors in making these assessments, including the professional judgment of experienced members of management and our legal counsel.

We have made estimates as to the likelihood of unfavorable outcomes and the amounts of such potential losses.

Further, we believe that the ultimate outcome of pending lawsuits and claims will not have a material adverse effect on our consolidated financial position or results of operations taken as a whole.

Due to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of current or future litigation, investigations, claims or other proceedings.

For certain types of claims, we presently maintain insurance coverage for bodily injury and third party property damage and other liability coverages in amounts and with retentions and deductibles that we believe are prudent, and we may also have contractual indemnification rights against certain liabilities, but there can be no assurance that either will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us.

We record expected recoveries under applicable contracts when we are assured of recovery.

Civil, criminal, regulatory or other proceedings involving our products or services, including the matters discussed herein, could possibly result in judgments, settlements or administrative or judicial decrees requiring us, among other actions, to pay damages or fines or effect recalls, or be subject to other governmental, Customer or other third party claims or remedies, which could materially affect our business, performance, prospects, value, financial condition, and results of operations.

Further, the Company may incur material defense costs as a result of such proceedings, which may also divert management attention from other priorities.

From time to time, STERIS is also involved in legal proceedings as a plaintiff involving contract, patent protection, and other claims asserted by us.

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

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

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.

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.

Additional Information

For additional information regarding these matters, see the risks and uncertainties described under the titles "product and service related regulations and claims" and "business and operational risks" in Item 1A.

of this Annual Report on Form 10-K.

We are subject to taxation from United States federal, state and local, and foreign jurisdictions.

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

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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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:

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In the preceding table, the future minimum annual rentals payable under noncancelable leases denominated in foreign currencies have been calculated using March 31, 2025 foreign currency exchange rates.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Supplemental information related to operating leases is as follows:

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Healthcare, AST, and Life Sciences.

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

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.

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to outsourced instrument reprocessing services.

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

In addition, our procedural products also

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.

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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Our portfolio includes a full suite of capital equipment, consumable products, equipment maintenance and specialty services.

Our chief operating decision maker ("CODM") is our President and Chief Executive Officer ("CEO").

The CEO is responsible for performance assessment and resource allocation.

The CEO regularly receives discrete financial information about each reportable segment and uses this information to assess performance and allocate resources.

This information includes Revenues and Cost of revenues;

Selling, general, and administrative expenses;

and Research and development expenses for each reportable segment.

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, 2025, revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

Information regarding our segments is presented in the following tables.

Year Ended March 31, 2025

Healthcare AST Life Sciences Corporate Company

Revenues $ 3,878,671 $ 1,038,573 $ 542,271 $ — $ 5,459,515

Segment expenses

Cost of revenues 2,204,084 516,704 243,714

Selling, general, and administrative 609,974 52,485 59,755

Research and development 93,092 3,808 9,361

Total income from operations before adjustments $ 971,521 $ 465,576 $ 229,441 $ ( 399,033 ) $ 1,267,505

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)

Illinois EO litigation settlement (5)

Total income from operations

STERIS PLC AND SUBSIDIARIES

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

Information regarding our segments is presented in the following tables.

Years Ended March 31, 2024 2023 2022

Healthcare $ 3,613,019 $ 3,085,131 $ 2,845,467

AST 953,980 914,431 852,972

Life Sciences 571,702 536,704 524,964

Total revenues $ 5,138,701 $ 4,536,266 $ 4,223,403

Operating income (loss):

Healthcare 871,358 706,020 649,704

AST 439,744 429,020 410,101

Life Sciences 221,349 210,225 216,188

Corporate ( 348,497 ) ( 264,974 ) ( 283,665 )

Total operating income before adjustments $ 1,183,954 $ 1,080,291 $ 992,328

Year Ended March 31, 2024

Healthcare AST Life Sciences Corporate Company

Revenues $ 3,613,019 $ 953,980 $ 571,702 $ — $ 5,138,701

Segment expenses

Cost of revenues 2,083,850 458,397 283,880

Selling, general, and administrative 568,040 51,698 58,218

Research and development 89,771 4,141 8,255

Total income from operations before adjustments $ 871,358 $ 439,744 $ 221,349 $ ( 348,497 ) $ 1,183,954

Amortization of acquired intangible assets (1)

266,420 256,355 262,344

Acquisition and integration related charges (2)

25,526 23,486 201,905

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)

Total income from operations

Year Ended March 31, 2023

Healthcare AST Life Sciences Corporate Company

Revenues $ 3,085,131 $ 914,431 $ 536,704 $ — $ 4,536,266

Segment expenses

Cost of revenues 1,788,174 436,682 266,458

Selling, general, and administrative 506,262 43,804 52,608

Research and development 84,675 4,925 7,413

Total income from operations before adjustments $ 706,020 $ 429,020 $ 210,225 $ ( 264,974 ) $ 1,080,291

Amortization of acquired intangible assets (1)

Acquisition and integration related charges (2)

Tax restructuring costs (3)

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

— ( 3,100 ) ( 2,350 )

Net loss (gain) on divestiture of businesses (1)

873 ( 67 ) ( 874 )

Net loss on divestiture of businesses (1)

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

10,032 11,370 53,139

Restructuring charges (4)

44,365 485 48

Income from Operations $ 836,118 $ 791,101 $ 477,815

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 "

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

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(5) For more information regarding our Illinois EO litigation settlement, refer to Note 12 titled, "Commitments and Contingencies".

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.

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

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

As a result, an allocation of total assets, capital expenditures, and depreciation and amortization is not meaningful to the individual performance of the Healthcare and Life Sciences segments.

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Total Depreciation, Depletion, and Amortization $ 476,215 $ 450,067 $ 422,530

(1) Fiscal 2022 totals include approximately $ 229,052 and $ 35,531 for Healthcare and Life Sciences, and AST, respectively, of amortization of acquired intangible assets and amortization of property "step-up" to fair value.

For more information regarding our recent acquisitions and divestitures see Note 3 titled, "Business Acquisitions and Divestitures."

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

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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 (net of taxes, fees and commissions).

As of March 31, 2024, there was $ 500,000 (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program.

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.

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

Due to the uncertainty surrounding the COVID-19 pandemic, share repurchases were suspended on April 9, 2020.

The suspension was lifted effective February 10, 2022, enabling the Company to resume stock repurchases pursuant to the prior authorizations.

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 authorizations under the share repurchase program.

From February 14, 2022, through March 31, 2022, we repurchased 108,368 of our ordinary shares for the aggregate amount of $ 25,000 (net of fees and commissions) pursuant to the authorizations under the share repurchase program.

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.

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We satisfy share award incentives through the issuance of new ordinary shares.

In recent years, grants have been limited to stock options, restricted shares, and restricted share units.

Stock option awards to employees generally vest and become nonforfeitable in increments of 25% per year over a four-year period, with full vesting four years after the date of grant.

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Beginning with fiscal 2024 grants, Company restricted stock (and restricted stock units) generally cliff vest over a three year period after the grant date.

However, employees who are grantees of restricted stock and have attained age 55 and been employed for at least 5 years at the time of the grant or meet these criteria during the term of the grant and are employed in the U.S.

However, employees who are grantees of restricted stock and have attained age 55 and been employed for at least five years at the time of the grant or meet these criteria during the term of the grant and are employed in the U.S.

or in a few other foreign jurisdictions, or employees who have 25 years of service at the time of grant or meet that criterion during the term of the grant, will be subject to installment vesting rules over the applicable vesting period.

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

Cantel Share-Based Compensation Plan

In connection with the June 2, 2021 acquisition of Cantel, outstanding, non-vested Cantel restricted share units were replaced with STERIS restricted share units.

As of March 31, 2024, there was a total of $ 3 in unrecognized compensation cost related to non-vested STERIS restricted share units awarded to replace Cantel restricted share units.

We expect to recognize the remaining cost in fiscal 2025.

A summary of the non-vested restricted share units activity associated with the Cantel share-based compensation plans is presented below:

Number of Restricted Share Units Weighted-Average

Non-vested at March 31, 2023 15,670 $ 191.18

Vested ( 14,763 ) 191.18

Forfeited ( 762 ) 191.18

Non-vested at March 31, 2024 145 $ 191.18

FINANCIAL AND OTHER GUARANTEES

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Balance, Beginning of Year $ 15,388 $ 13,394 $ 13,892

Liabilities assumed in acquisition of Cantel — — 4,553

Warranties issued during the period 19,175 18,051 13,195

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Balance, End of Year $ 16,340 $ 15,388 $ 13,394

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

DERIVATIVES AND HEDGING

From time to time, we enter into forward contracts to hedge potential foreign currency gains and losses that arise from transactions denominated in foreign currencies, including intercompany transactions.

We may also enter into commodity swap contracts to hedge price changes in nickel that impact raw materials included in our Cost of revenues.

During fiscal 2024, we also held forward foreign currency contracts to hedge a portion of our expected non-U.S.

We utilize foreign currency forward contracts to hedge a portion of our monetary assets and liabilities denominated in foreign currencies, including intercompany transactions.

Within each fiscal year, we also utilize foreign currency forward contracts to hedge a portion of our expected non-U.S.

dollar-denominated earnings against our reporting currency, the U.S.

These foreign currency exchange contracts matured during fiscal 2024.

We did not elect hedge accounting for these forward foreign currency contracts;

however, we may seek to apply hedge accounting in future scenarios.

We do not use derivative financial instruments for speculative purposes.

Further, we utilize commodity swap contracts to hedge price changes in nickel that impact raw materials included in our Cost of revenues.

These contracts are not designated as hedging instruments and do not receive hedge accounting treatment;

therefore, changes in their fair value are not deferred but are recognized immediately in the Consolidated Statements of Income.

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 150.0 million Mexican pesos, and 18.0 million Australian dollars.

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.

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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 Statement of Income.

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.

In addition, during fiscal 2024 we sold one of our equity investments which had a value of $ 3,342 .

(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.

The fair values of our Senior Public Notes are estimated using quoted market prices for the publicly registered Senior Notes.

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

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.

(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.

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

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

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:

Contingent Consideration

Balance at March 31, 2022 $ 10,550

Additions 8,302

Payments ( 80 )

Reductions and adjustments ( 3,100 )

Foreign currency translation adjustments 6

Balance at March 31, 2023 $ 15,678

Additions 1,313

Payments ( 5,967 )

Foreign currency translation adjustments ( 24 )

Balance at March 31, 2024 $ 11,000

Additions of contingent consideration obligations during fiscal year 2024 and 2023 were primarily related to our fiscal year 2024 and 2023 acquisitio ns.

Payments of contingent consideration obligations during fiscal year 2024 were primarily related to payouts from prior period acquisitions.

Adjustments are recorded in the Selling, general, and administrative expenses line of the Consolidated Statements of Income.

Refer to Note 3 titled, "Business Acquisitions and Divestitures" for more information.

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

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Defined Benefit

Foreign Currency Translation (2)

Total Accumulated Other Comprehensive Income (Loss)

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

2025 2024 2023 2025 2024 2023 2025 2024 2023

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

Amounts reclassified from Accumulated Other Comprehensive Loss

( 1,351 ) ( 465 ) ( 4,353 ) — — — ( 1,351 ) ( 465 ) ( 4,353 )

Net current-period Other Comprehensive (Loss) Income ( 736 ) ( 1,264 ) 6,795 ( 7,211 ) ( 109,638 ) ( 155,360 ) ( 7,947 ) ( 110,902 ) ( 148,565 )

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 )

Ending Balance $ ( 575 ) $ ( 724 ) $ 12 $ ( 291,763 ) $ ( 327,933 ) $ ( 320,722 ) $ ( 292,338 ) $ ( 328,657 ) $ ( 320,710 )

(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.

(2) The effective portion of gain or loss on net debt designated as non-derivative net investment hedging instruments is recognized in Accumulated Other Comprehensive Income and is reclassified to income in the same period when a gain or loss related to the net investment is included in income.

STERIS PLC AND SUBSIDIARIES

1 unchanged sentence

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

QUARTERLY RESULTS (UNAUDITED)

As a result of the agreement to divest our Dental segment, Dental is presented as discontinued operations.

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

Quarters Ended Full Year

March 31, December 31, September 30, June 30,

Revenues $ 5,138,701 $ 1,419,387 $ 1,297,724 $ 1,238,204 $ 1,183,386

Cost of revenues 2,920,541 836,485 737,698 691,976 654,382

Gross profit 2,218,160 582,902 560,026 546,228 529,004

Percentage of Revenues 43.2 % 41.1 % 43.2 % 44.1 % 44.7 %

Income from continuing operations before income tax expense 702,810 190,575 189,602 155,852 166,781

Income tax expense 149,530 37,276 40,999 35,055 36,200

Income from continuing operations 553,280 153,299 148,603 120,797 130,581

Loss from discontinued operations ( 173,201 ) ( 154,301 ) ( 7,658 ) ( 4,451 ) ( 6,791 )

Net income (loss) 380,079 ( 1,002 ) 140,945 116,346 123,790

Net income (loss) attributable to shareholders $ 378,239 $ ( 1,377 ) $ 140,743 $ 115,319 $ 123,554

Basic earnings per ordinary share attributable to shareholders

Continuing Operations $ 5.58 $ 1.55 $ 1.50 $ 1.21 $ 1.32

Discontinued Operations $ ( 1.75 ) $ ( 1.56 ) $ ( 0.08 ) $ ( 0.04 ) $ ( 0.07 )

Total $ 3.83 $ ( 0.01 ) $ 1.42 $ 1.17 $ 1.25

Diluted earnings per ordinary share attributable to shareholders

Continuing Operations $ 5.55 $ 1.54 $ 1.49 $ 1.20 $ 1.31

Discontinued Operations $ ( 1.74 ) $ ( 1.55 ) $ ( 0.08 ) $ ( 0.04 ) $ ( 0.07 )

Total $ 3.81 $ ( 0.01 ) $ 1.42 $ 1.16 $ 1.25

Revenues $ 4,536,266 $ 1,281,252 $ 1,112,431 $ 1,090,939 $ 1,051,644

Cost of revenues 2,555,540 734,850 634,244 608,627 577,819

Gross profit 1,980,726 546,402 478,187 482,312 473,825

Percentage of Revenues 43.7 % 42.6 % 43.0 % 44.2 % 45.1 %

Income from continuing operations before income tax expense 680,266 203,402 171,539 159,325 146,000

Income tax expense 124,069 21,203 40,534 35,417 26,915

Income (loss) from continuing operations 556,197 182,199 131,005 123,908 119,085

Income (loss) from discontinued operations ( 450,384 ) 4,765 ( 7,680 ) ( 439,139 ) ( 8,330 )

Net income (loss) 105,813 186,964 123,325 ( 315,231 ) 110,755

Net income (loss) attributable to shareholders $ 107,030 $ 187,225 $ 123,828 $ ( 315,285 ) $ 111,262

Basic Income Per Ordinary Share Attributable to Shareholders:

Continuing Operations $ 5.59 $ 1.84 $ 1.32 $ 1.24 $ 1.19

Discontinued Operations $ ( 4.52 ) $ 0.05 $ ( 0.08 ) $ ( 4.39 ) $ ( 0.08 )

Total $ 1.07 $ 1.89 $ 1.24 $ ( 3.15 ) $ 1.11

Diluted Income Per Ordinary Share Attributable to Shareholders:

Continuing Operations $ 5.56 $ 1.83 $ 1.31 $ 1.24 $ 1.19

Discontinued Operations $ ( 4.49 ) $ 0.05 $ ( 0.08 ) $ ( 4.39 ) $ ( 0.08 )

Total $ 1.07 $ 1.88 $ 1.24 $ ( 3.15 ) $ 1.10

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

3 unchanged sentences

Accounts Deductions Balance at

(in thousands)

Year ended March 31, 2025

28 unchanged sentences

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