9 unchanged sentences
Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, 2025.
−Removed: Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during fiscal 2024.
−Removed: Total assets of the acquired businesses represented approximately 5.0% of our total assets as of March 31, 2024 (of which 4.6% represent goodwill and intangible assets which were subjected to corporate controls) and approximately 2.0% of our total revenues for the year ended March 31, 2024.
+Added: Our evaluation of internal control over financial reporting did not include the internal controls of the businesses that were acquired during fiscal 2025.
+Added: Total assets of the acquired businesses represented approximately 0.6% of our total assets as of March 31, 2025 and approximately 0.4% of our total revenues for the year ended March 31, 2025.
Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, 2025.
1 unchanged sentence
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of
+Added: To the Shareholders and the Board of Directors of STERIS plc
Opinion on Internal Control Over Financial Reporting
1 unchanged sentence
In our opinion, STERIS plc and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on the COSO criteria.
−Removed: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the entities that were acquired during the year ended March 31, 2024, which is included in the fiscal 2024 consolidated financial statements of the Company and constituted approximately 5.0% of total assets as of March 31, 2024 and approximately 2.0% of total revenues for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the entities that were acquired during the year ended March 31, 2024.
+Added: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the businesses that were acquired during the year ended March 31, 2025, which are included in the fiscal 2025 consolidated financial statements of the Company and constituted approximately 0.6% of total assets as of March 31, 2025 and approximately 0.4% of total revenues for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the businesses that were acquired during the year ended March 31, 2025.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), cash flows and shareholders' equity for each of the three years in the period ended March 31, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated May 29, 2025 expressed an unqualified opinion thereon.
22 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: This Annual Report on Form 10-K incorporates by reference the information appearing under the caption "Nominees for Election as Directors," "Board Meetings and Committees," "Shareholder Nominations of Directors and Nominee Criteria", "Insider Trading Policy - Hedging and Pledging of Company Securities" and "Shareholder Proposals" of our definitive proxy statement to be filed with the SEC in connection with our 2024 Annual Meeting of Shareholders (the "Proxy Statement").
+Added: This Annual Report on Form 10-K incorporates by reference the information appearing under the caption "Nominees for Election as Directors," "Board Meetings and Committees," "Shareholder Nominations of Directors and Nominee Criteria", " Insider Trading Policy " and "Shareholder Proposals" of our definitive proxy statement to be filed with the SEC in connection with our 2025 Annual Meeting of Shareholders (the "Proxy Statement").
Our executive officers serve for a term of one year from the date of election to the next organizational meeting of the Board of Directors and until their respective successors are elected and qualified, except in the case of death, resignation, or removal.
43 unchanged sentences
Number Exhibit Description
−Removed: 2.1 Agreement and Plan of Merger, dated January 12, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Corp.
−Removed: (filed as Exhibit 2.1 to STERIS plc Form 8-K filed January 12, 2021 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 2.2 Amendment to the Agreement and Plan of Merger, dated March 1, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Corp.
−Removed: (filed as Annex A-2 to Amendment No.
−Removed: 1 to STERIS plc Registration Statement on Form S-4 filed March 30, 2021 (Commission File No.
−Removed: 333-253799) and incorporated herein by reference ).
−Removed: 2.3 Purchase Agreement, dated October 2, 2020, by and among KS Holdings LLC, Key Surgical Shareholders LLC, Key Surgical Management LLC, WSHP KS Investment LLC, Key Surgical LLC, STERIS Corporation, STERIS plc and Brian O’Connell and Scot Milchman (filed as Exhibit 2.1 to STERIS plc Form 8-K filed October 6, 2020 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
2.1 Amended and Restated Asset Purchase Agreement by and between STERIS Corporation;
2 unchanged sentences
001-38848) and incorporated herein by reference).
+Added: 2.2 Equity Purchase Agreement by and between STERIS Corporation, HuFriedy Group Holding LLC, Hu-Friedy Mfg.
+Added: LLC and Crosstex International, Inc., dated as of April 10, 2024 (filed as Exhibit 2.1 to STERIS plc Form 10-Q for the fiscal quarter ended June 30, 2024 filed August 8, 2024 (Commission File No.
+Added: 001-38848) and incorporated herein by reference).
3.1 STERIS plc Memorandum of Association (filed as Exhibit 3.1 to STERIS plc Form 10-K for the fiscal year ended March 31, 2019 (Commission File No.
17 unchanged sentences
001-38848) and incorporated herein by reference).*
−Removed: 10.3 STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.13 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No.
−Removed: 001-14643) and incorporated herein by reference).*
−Removed: 10.4 STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.14 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No.
−Removed: 001-14643) and incorporated herein by reference).*
10.3 STERIS Corporation Form of Career Restricted Stock Unit Agreement for Nonemployee Directors (filed as Exhibit 10.33 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No.
001-14643) and incorporated herein by reference).*
−Removed: 10.6 STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.34 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No.
−Removed: 001-14643) and incorporated herein by reference).*
10.4 Form of STERIS plc Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No.
2 unchanged sentences
001-37614) and incorporated herein by reference).*
−Removed: 10.9 STERIS plc Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.16 to STERIS plc Form 10-K for the fiscal year ended March 31, 2018 (Commission File No.
−Removed: 001-37614) and incorporated herein by reference).*
10.6 Amendment to Nonqualified Stock Option Agreement (filed as Exhibit 10.4 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2018 (Commission File No.
6 unchanged sentences
001-37614) and incorporated herein by reference).*
−Removed: 10.14 Form of STERIS plc Restricted Stock Agreement for Employees (filed as Exhibit 10.3 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2018 (Commission File No.
−Removed: 001-37614) and incorporated herein by reference).*
−Removed: 10.15 Form of STERIS plc Restricted Stock Agreement for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2019 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).*
10.10 Form of STERIS plc Restricted Stock Agreement for Employees (filed as Exhibit 10.16 to STERIS plc Form 10-K for the fiscal year ended March 31, 2023 (Commission File No.
11 unchanged sentences
001-14643), and incorporated herein by reference).*
−Removed: 10.22 STERIS plc Management Incentive Compensation Plan (As Assumed, Amended and Restated Effective March 28, 2019) (filed as Exhibit 10.2 to STERIS plc Form 8-K filed March 28, 2019 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).*
−Removed: 10.23 Amendment No.
−Removed: 1 to STERIS plc Management Incentive Compensation Plan (As Assumed, Amended and Restated Effective March 28, 2019), dated March 2, 2020 (filed as Exhibit 10.27 to the Form 10-K filed for fiscal year ended March 31, 2020 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference)*
−Removed: 10.24 Amendment No.
−Removed: 2 to STERIS plc Management Incentive Compensation Plan (As Assumed, Amended and Restated Effective March 28, 2019), dated May 8, 2023 (filed as Exhibit 10.24 to the Form 10-K filed for fiscal year ended March 31, 2023 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).*
−Removed: 10.25 Form of Make-Whole Payment and Related Payment Conditions Agreement Between Former STERIS Corporation Non-Employee Directors and STERIS Corporation (filed as Exhibit 10.32 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No.
−Removed: 001-37614) and incorporated herein by reference).*
−Removed: 10.26 Form of Make-Whole Payment and Related Repayment Conditions Agreement Between STERIS Corporation Executive Officers and STERIS Corporation (filed as Exhibit 10.33 to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No.
−Removed: 001-37614) and incorporated herein by reference).*
10.16 STERIS plc Senior Executive Severance Plan, As Adopted Effective March 28, 2019 (filed as Exhibit 10.3 to STERIS plc 8-K filed March 28, 2019 (Commission File No.
6 unchanged sentences
001-38848) and incorporated herein by reference).*
−Removed: 10.31 Agreement dated as of April 23, 2008 by and among STERIS Corporation, Richard C.
−Removed: Breeden, Robert H.
−Removed: Fields, and the Breeden Investors identified therein (filed as Exhibit 10.1 to Form 8-K filed April 24, 2008 (Commission File No.
−Removed: 001-14643) and incorporated herein by reference).
−Removed: 10.32 Agreement dated November 4, 2011 between STERIS Corporation and Bank of America, N.A.
−Removed: providing Transfer and Advised Line for Letters of Credit (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No.
−Removed: 001-14643) and incorporated herein by reference).
−Removed: 10.33 Delayed Draw Term Loan Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to Form 8-K filed March 23, 2021 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 10.34 Amendment No.
−Removed: 1, dated as of May 3, 2023, to Delayed Draw Term Loan Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2023 filed August 8, 2023 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 10.35 Term Loan Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 to Form 8-K filed March 23, 2021 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 10.36 Amendment No.
−Removed: 1, dated as of May 3, 2023, to Term Loan Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2023 filed August 8, 2023 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 10.37 Credit Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.3 to Form 8-K filed March 23, 2021 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 10.38 Amendment No.
−Removed: 1, dated as of January 1, 2022, to Credit Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.40 to Form 10-K filed May 31, 2022 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
−Removed: 10.39 Amendment No.
−Removed: 2, dated as of May 3, 2023, to Credit Agreement, dated as of March 19, 2021, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2023 filed August 8, 2023 (Commission File No.
−Removed: 001-38848) and incorporated herein by reference).
10.20 First Amendment dated as of March 19, 2021 to Amended and Restated Note Purchase Agreement, dated as of March 5, 2019, among STERIS Corporation and each of the institutions signatory thereto (filed as Exhibit 10.4 to Form 8-K filed March 23, 2021 (Commission File No.
4 unchanged sentences
001-38848) and incorporated herein by reference).
−Removed: 19.1 STERIS plc Insider Trading Policy
+Added: 10.23 Credit Agreement, dated as of October 7, 2024, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
+Added: (filed as Exhibit 10.1 to Form 8-K filed October 7, 2024 (Commission File No.
+Added: 001-38848) and incorporated here by reference).
+Added: 19.1 STERIS plc Insider Trading Policy (filed as Exhibit 19.1 to STERIS plc Form 10-K for the year ended March 31, 2024 filed May 29, 2024 (Commission File No.
+Added: 001-38848) and incorporated herein by reference).
21.1 Subsidiaries of STERIS plc.
7 unchanged sentences
97.1 STERIS plc Policy relating to recovery of erroneously awarded compensation.
+Added: filed as Exhibit 97.1 to STERIS plc Form 10-K for the year ended March 31, 2024 filed May 29, 2024 (Commission File No.
+Added: 001-38848) and incorporated herein by reference).
101.SCH Inline Schema Document.
35 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.