What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-02-07 · 292 added, 430 removed, 566 unchanged (56% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands)

(in millions, except par value)

2025 March 31,

5 unchanged sentences

Prepaid expenses and other current assets 189.8 203.8

Current assets held for sale — 804,904

Total current assets 2,057.8 2,000.8

13 unchanged sentences

Accrued expenses and other 371.0 368.1

Current liabilities held for sale — 64,012

Total current liabilities 926.6 1,022.2

18 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

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

2024 2023 2024 2023

(in millions, except per share amounts)

Three Months Ended June 30,

Product $ 690.5 $ 656.3

16 unchanged sentences

( 1.8 ) ( 1.3 )

Gain on sale of business and equity investment, net ( 112 ) — ( 12,683 ) —

Gain on sale of business — ( 18.8 )

Total non-operating expenses, net 14.1 10.3

Income from continuing operations before income tax expense

228,745 189,602 598,896 512,235

Income tax expense 53.9 35.3

Income from continuing operations, net of income tax

173,361 148,603 464,696 399,981

(Loss) income from discontinued operations, net of income tax ( 76 ) ( 7,658 ) 5,303 ( 18,900 )

Income from discontinued operations, net of income tax — 5.6

Net income 178.0 145.5

Net (loss) income attributable to noncontrolling interests ( 249 ) 202 1,030 1,465

Net income attributable to noncontrolling interests 0.6 0.1

Net income attributable to shareholders $ 177.4 $ 145.4

Net income (loss) per share attributable to shareholders - Basic:

Net income per share attributable to shareholders - Basic:

Continuing Operations $ 1.80 $ 1.41

1 unchanged sentence

Total $ 1.80 $ 1.47

Net income (loss) per share attributable to shareholders - Diluted:

Net income per share attributable to shareholders - Diluted:

Continuing Operations $ 1.79 $ 1.41

5 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

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

2024 2023 2024 2023

(in millions)

Three Months Ended June 30,

Net income $ 178.0 $ 145.5

Net (loss) income attributable to noncontrolling

( 249 ) 202 1,030 1,465

Net income attributable to noncontrolling

interests 0.6 0.1

Net income attributable to shareholders 177.4 145.4

Other comprehensive income (loss)

Defined benefit plan changes (net of taxes of $( 14 ), $ 17 , $( 42 ) and $ 52 , respectively)

42 58 ( 79 ) 175

Defined benefit plan changes, net of taxes — ( 0.2 )

Change in cumulative foreign currency translation adjustment

( 208,456 ) 134,048 ( 45,514 ) 67,906

Total other comprehensive (loss) income

( 208,414 ) 134,106 ( 45,593 ) 68,081

Comprehensive (loss) income

Total other comprehensive income

Comprehensive income

$ 399.2 $ 151.0

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended December 31,

(in millions)

Three Months Ended June 30,

Operating activities:

5 unchanged sentences

Loss (gain) on the disposal of property, plant, equipment, and intangibles, net — 2.2

Gain on sale of businesses and equity investment, net

Amortization of inventory fair value adjustments — 4,722

Gain on sale of businesses, net — ( 11.0 )

Other items 14.5 ( 2.5 )

11 unchanged sentences

Acquisition of businesses, net of cash acquired ( 15.0 ) ( 13.7 )

Net cash provided by (used in) investing activities 458,573 ( 791,754 )

Net cash (used in) provided by investing activities ( 108.5 ) 687.8

Financing activities:

1 unchanged sentence

Payments on term loans — ( 638.1 )

(Payments) proceeds under credit facilities, net ( 318,992 ) 265,501

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

Payments under credit facilities, net ( 30.5 ) ( 253.2 )

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

1 unchanged sentence

Cash dividends paid to ordinary shareholders ( 56.2 ) ( 51.4 )

Distributions to noncontrolling interest holders

( 1,579 ) ( 1,561 )

Contributions from noncontrolling interest holders

Stock option and other equity transactions, net 9.3 5.6

Net cash (used in) provided by financing activities ( 1,394,293 ) 58,583

Net cash used in financing activities ( 213.1 ) ( 998.9 )

Effect of exchange rate changes on cash and cash equivalents 9.6 ( 1.3 )

(Decrease) increase in cash and cash equivalents ( 51,842 ) ( 12,772 )

Increase (decrease) in cash and cash equivalents 108.0 ( 8.7 )

Cash and cash equivalents at beginning of period 171.7 207.0

3 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except per share amounts)

Three Months Ended December 31, 2024

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Non-controlling

Interest Total

Number Amount

Balance at September 30, 2024 98,709 $ 4,490,999 $ 2,268,326 $ ( 165,836 ) $ 16,973 $ 6,610,462

Comprehensive income:

Net income (loss)

— — 173,534 — ( 249 ) 173,285

Other comprehensive loss

— — — ( 208,414 ) — ( 208,414 )

Repurchases of ordinary shares ( 471 ) ( 101,930 ) — — — ( 101,930 )

Equity compensation programs and other 7 15,618 — — — 15,618

Cash dividends - $ 0.57 per ordinary share

— — ( 56,196 ) — — ( 56,196 )

Distributions to noncontrolling interest — — — — ( 1,579 ) ( 1,579 )

Other changes in noncontrolling interest holders

— — — — ( 2,700 ) ( 2,700 )

Balance at December 31, 2024 98,245 $ 4,404,687 $ 2,385,664 $ ( 374,250 ) $ 12,445 $ 6,428,546

Nine Months Ended December 31, 2024

(in millions, except per share amounts)

Three Months Ended June 30, 2025

Ordinary Shares Retained

13 unchanged sentences

— — ( 56.2 ) — — ( 56.2 )

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

Distributions to noncontrolling interest — — — — ( 1,579 ) ( 1,579 )

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

Balance at December 31, 2024 98,245 $ 4,404,687 $ 2,385,664 $ ( 374,250 ) $ 12,445 $ 6,428,546

Three Months Ended December 31, 2023

Ordinary Shares Retained

Earnings Accumulated

Comprehensive

Loss Non-controlling

Interest Total

Number Amount

Balance at September 30, 2023 98,789 $ 4,518,911 $ 2,045,897 $ ( 386,735 ) $ 11,095 $ 6,189,168

Comprehensive income:

— — 140,743 — 202 140,945

Other comprehensive income

— — — 134,106 — 134,106

Repurchases of ordinary shares ( 12 ) ( 731 ) ( 1,497 ) — — ( 2,228 )

Equity compensation programs and other 31 16,079 — — — 16,079

Cash dividends – $ 0.52 per ordinary share

— — ( 51,377 ) — — ( 51,377 )

Contributions from noncontrolling interest — — — — 2,883 2,883

Distributions to noncontrolling interest — — — — ( 1,561 ) ( 1,561 )

Other changes in noncontrolling interest — — — — 84 84

Balance at December 31, 2023 98,808 $ 4,534,259 $ 2,133,766 $ ( 252,629 ) $ 12,703 $ 6,428,099

Nine Months Ended December 31, 2023

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

Three Months Ended June 30, 2024

Ordinary Shares Retained

14 unchanged sentences

Contributions from noncontrolling interest — — — — 2.5 2.5

Distributions to noncontrolling interest — — — — ( 1,561 ) ( 1,561 )

Other changes in noncontrolling interest — — — — ( 58 ) ( 58 )

Balance at December 31, 2023 98,808 $ 4,534,259 $ 2,133,766 $ ( 252,629 ) $ 12,703 $ 6,428,099

Balance at June 30, 2024 98.8 4,499.6 2,178.1 ( 323.1 ) 15.8 $ 6,370.4

See notes to consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

For the Three Months Ended June 30, 2025 and 2024

Nature of Operations and Summary of Significant Accounting Policies

13 unchanged sentences

Our fiscal year ends on March 31.

References in this Quarterly Report to a particular “year” or “year-end” mean our fiscal year.

References in this Quarterly Report to a particular "year," "fiscal," "fiscal year," or "year-end" mean our fiscal year.

The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below.

A detailed description of our significant and critical accounting policies, estimates, and assumptions is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2025.

Interim Financial Statements

9 unchanged sentences

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.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Our reporting currency is United States Dollars (USD).

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

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

Discontinued Operations

On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $ 787,500 , subject to customary adjustments, and up to an additional $ 12,500 in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025.

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

1 unchanged sentence

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

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

The Dental segment results of operations have been reclassified as income (loss) from discontinued operations in the

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

Consolidated Statements of Income for all periods presented.

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

6 unchanged sentences

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

This means that operating results for the three and nine month periods ended December 31, 2024 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2025.

Revenue Recognition and Associated Liabilities

Revenue is recognized when obligations under the terms of the contract are satisfied and control of the promised products or services have transferred to the Customer.

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

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

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

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

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

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

Shipping and handling costs charged to Customers are included in Product revenues.

The associated expenses are treated as fulfillment costs and are included in Cost of revenues.

Revenues are reported net of sales and value-added taxes collected from Customers.

We have individual Customer contracts that offer discounted pricing.

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

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

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

Estimated returns are recorded gross on the Consolidated Balance Sheets.

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

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

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

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

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

We do not capitalize sales commissions as substantially all of our sales commission programs have an amortization period of one year or less.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Certain costs to fulfill a contract are capitalized and amortized over the term of the contract if they are recoverable, directly related to a contract and generate resources that we will use to fulfill the contract in the future.

At December 31, 2024, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

Refer to Note 11 titled, "Business Segment Information" for disaggregation of revenue.

Product Revenues

Product revenues consist of revenues generated from sales of consumables and capital equipment.

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

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

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

Service Revenues

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

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

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

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

Contracts for outsourced reprocessing services are primarily based on an agreement with a Customer, ranging in length from several months to 15 years.

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

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

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

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

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

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

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

This means that operating results for the three month period ended June 30, 2025 are not necessarily indicative of results that may be expected for future quarters or for the full fiscal year ending March 31, 2026.

Contract Liabilities

2 unchanged sentences

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

During the first nine months of fiscal 2025, $ 57,650 of the March 31, 2024 deferred revenue balance was recorded as revenue.

During the first nine months of fiscal 2024, $ 70,181 of the March 31, 2023 deferred revenue balance was recorded as revenue.

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

During the first three months of fiscal 2025, $ 46.0 million of the March 31, 2024 deferred revenue balance was recorded as revenue.

Refer to Note 8 titled, "Additional Consolidated Balance Sheet Information" for deferred revenue balances.

Service Liabilities

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

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

Refer to Note 8 titled, "Additional Consolidated Balance Sheet Information" for service liability balances.

Remaining Performance Obligations

2 unchanged sentences

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

As of December 31, 2024, the transaction price allocated to remaining performance obligations was approximately $ 1,675,500 .

We expect to recognize

As of June 30, 2025, the transaction price allocated to remaining performance obligations was approximately $ 1,824.0 million.

We expect to recognize approximately 53 % of the transaction price within one year and approximately 39 % beyond one year.

The remainder has yet to be scheduled for delivery.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

approximately 53 % of the transaction price within one year and approximately 36 % beyond one year.

The remainder has yet to be scheduled for delivery.

For the Three Months Ended June 30, 2025 and 2024

Recently Issued Accounting Standards Impacting the Company

2 unchanged sentences

Standards that have not yet been adopted.

ASU 2023-07 "Segment Reporting (Topic 280)

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

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

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

11 unchanged sentences

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.

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

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

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

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

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Our significant and critical accounting policies, estimates, and assumptions have not changed materially from March 31, 2024.

Restructuring

1 unchanged sentence

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.

Fewer than 300 positions are being eliminated.

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

The following tables summarize our total pre-tax restructuring expenses recorded in fiscal 2025 related to the Restructuring Plan:

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

Approximately 300 positions have been eliminated.

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

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

The following table summarizes our total pre-tax restructuring expenses recorded during the first three months ended June 30, 2025 and 2024 related to the Restructuring Plan:

(in millions) Three Months Ended June 30,

Restructuring Plan 2025 2024

4 unchanged sentences

Total Restructuring Expense

$ 2,231 $ 33,109

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

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

Total pre-tax restructuring expense of $ 77,499 has been recorded relating to the Restructuring Plan since inception, of which $ 20,702 has been recorded in Cost of revenues.

We expect to incur additional costs, primarily for lease and other contract termination and other costs, of approximately $ 20,000 , predominantly through the remainder of fiscal 2025.

The Restructuring Plan expenses incurred during the first three months ended June 30, 2025 and 2024 primarily related to actions taken within our Healthcare segment.

Total pre-tax restructuring expense of $ 108.4 million has been recorded relating to the Restructuring Plan since inception, of which $ 34.6 million has been recorded in Cost of revenues.

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

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

Restructuring Plan

(in millions) Restructuring Plan

Balance at March 31, 2025 $ 18.4

Fiscal 2026 Charges

Balance at December 31, 2024 $ 17,715

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Balance at June 30, 2025 $ 16.2

Business Acquisitions and Divestitures

During the first nine months of 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 $ 53,659 .

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

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

The purchase price of the acquisition was financed with borrowings from our Previous Revolving Credit Facility.

For more information, refer to Note 7 titled, " Debt."

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

September 30, 2023

(As Previously Reported) Adjustments (2)

Inventory 27,006 4,821 31,827

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

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

Intangible assets (1)

303,598 ( 598 ) 303,000

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

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

Lease obligations — 1,737 1,737

Total liabilities assumed — 1,737 1,737

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

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

(2) No additional adjustments made during fiscal 2025.

Acquisition and integration expenses totaled $ 3,756 and $ 9,215 for the three and nine months ended December 31, 2024, respectively.

Acquisition and integration expenses totaled $ 6,263 and $ 24,308 for the three and nine months ended December 31, 2023, respectively.

The decrease in acquisition and integration expenses for the three and nine months ended December 31, 2024 is primarily due to charges related to the acquisition of assets from BD and a fair value adjustment related to a building held for sale from a previous acquisition during fiscal 2024.

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

Total aggregate consideration was approximately $ 15.0 million.

During the first three months of 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 $ 13.7 million.

Acquisition and integration expenses totaled $ 0.5 million and $ 2.3 million for the three months ended June 30, 2025 and 2024, respectively.

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

On April 11, 2024, the Company announced its plan to sell its Dental segment for total cash consideration of $ 787,500 , subject to customary adjustments, and up to an additional $ 12,500 in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025.

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

2 unchanged sentences

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

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

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

We recorded net proceeds of $ 41.5 million and recognized a pre-tax gain on the sale of $ 18.8 million in the first three months of fiscal 2025.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

For the Three Months Ended June 30, 2025 and 2024

Discontinued Operations

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

1 unchanged sentence

The Dental segment results of operations were reclassified to 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.

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

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

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

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

Assets held-for-sale:

Accounts receivable, net $ 48,590

Inventories, net 89,345

Property, plant, and equipment, net 73,395

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

Intangibles, net 770,731

Prepaid expenses and other assets 2,953

Loss accrued on classification as held for sale

Total assets held-for-sale $ 804,904

Liabilities held-for-sale:

Accounts payable $ 10,580

Accrued income taxes 433

Accrued payroll and other related liabilities 13,683

Lease obligations 23,722

Accrued expenses and other 15,594

Total liabilities held-for-sale $ 64,012

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three and nine months ending December 31, 2024 and 2023:

Three Months Ended December 31, 2024 Nine Months Ended December 31,

2024 2023 2024 2023

The following table summarizes the major line items constituting pre-tax income of discontinued operations associated with the Dental segment for the three months ending June 30, 2024:

Three Months Ended June 30,

(in millions) 2024

Product $ 63.9

Cost of revenues:

Product — 55,354 35,146 168,908

Gross profit:

— 42,567 28,790 134,325

Operating expenses:

1 unchanged sentence

Research and development 0.4

(Loss) income from operations (1)

— ( 10,314 ) 14,955 ( 24,889 )

Non-operating expenses (income), net — ( 1 ) 1 ( 11 )

Income from operations (1)

Pre-tax loss on sale

( 97 ) — ( 8,210 ) —

(Loss) income before income tax expense

( 97 ) ( 10,313 ) 6,744 ( 24,878 )

Income tax (benefit) expense ( 21 ) ( 2,655 ) 1,441 ( 5,978 )

(Loss) income from discontinued operations, net of income tax ( 76 ) ( 7,658 ) 5,303 ( 18,900 )

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

The effective income tax rates for the three month periods ending December 31, 2024 and 2023 from discontinued operations were 21.6 % and 25.7 %, respectively.

The effective income tax rates for the nine month periods ending December 31, 2024 and 2023 from discontinued operations were 21.4 % and 24.0 %, respectively.

Income before income tax expense

Income tax expense

Income from discontinued operations, net of income tax

(1) Income from operations for the three month period ended June 30, 2024 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.

The effective income tax rate for the three month period ending June 30, 2024 from discontinued operations was 21.4 %.

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

Nine Months Ended December 31,

Operating activities of discontinued operations:

Depreciation, depletion, and amortization $ — $ 90,847

Three Months Ended June 30,

(in millions) 2024

Investing activities of discontinued operations:

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

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

Inventories, Net

2 unchanged sentences

Inventories, net consisted of the following:

(in millions) June 30,

2025 March 31,

4 unchanged sentences

Inventories, net $ 641.2 $ 581.3

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Property, Plant, and Equipment

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

(in millions) June 30,

2025 March 31,

6 unchanged sentences

Construction in progress (1)

509,802 500,106

Total property, plant, and equipment 3,870.0 3,687.7

4 unchanged sentences

Indebtedness was as follows:

(in millions) June 30,

2025 March 31,

Short-term debt

Term loan, current portion

Delayed draw term loan, current portion

Private Placement Senior Notes $ — $ 125.0

4 unchanged sentences

Deferred financing costs ( 14.9 ) ( 15.3 )

Delayed draw term loan

Senior Public Notes 1,350.0 1,350.0

1 unchanged sentence

Total debt $ 1,903.1 $ 2,043.7

On October 7, 2024, STERIS plc (“Parent”), STERIS Corporation, STERIS 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 “Previous Revolving Credit Facility”).

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

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

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

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

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

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

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

2 unchanged sentences

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.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

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.

3 unchanged sentences

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

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

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

Additional information regarding our indebtedness is included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025 .

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

Additional Consolidated Balance Sheet Information

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

(in millions) June 30,

2025 March 31,

11 unchanged sentences

Self-insured risk reserves-current portion 15.6 15.1

Illinois EO litigation settlement 43.2 48.2

Accrued dealer commissions 32.8 32.1

13 unchanged sentences

Total other liabilities $ 63.6 $ 61.9

On July 4, 2025, the U.S.

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

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

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

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

We are currently assessing its impact on our consolidated financial statements.

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

The effective income tax rates for the three month periods ended December 31, 2024 and 2023 from continuing operations were 24.2 % and 21.6 %, respectively.

The effective income tax rates for the nine month periods ended December 31, 2024 and

The effective income tax rates for the three month periods ended June 30, 2025 and 2024 from continuing operations were 23.3 % and 20.1 %, respectively.

The fiscal 2026 effective tax rates increased when compared to fiscal 2025, primarily due to changes in geographic mix of projected profits and unfavorable changes in discrete items.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

2023 from continuing operations were 22.4 % and 21.9 %, respectively.

The fiscal 2025 effective tax rates increased when compared to fiscal 2024, primarily due to unfavorable discrete items recorded in fiscal 2025 and changes in geographic mix of projected profits.

For the Three Months Ended June 30, 2025 and 2024

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

6 unchanged sentences

An agreement was reached on final interest rates, which also impacted subsequent years through 2020.

The total federal, state, and local tax impact of the settlement including interest is approximately $ 12,000 for the fiscal years 2016 through 2020, materially all of which has been paid through December 31, 2024.

The total federal, state, and local tax impact of the settlement including interest is approximately $ 12.0 million for the fiscal years 2016 through 2020, materially all of which has been paid through June 30, 2025.

In November 2023, we received two Notices of Deficiency from the IRS regarding the previously disclosed deemed dividend inclusions and associated withholding tax matter.

The notices relate to the fiscal and calendar year 2018.

The IRS adjustments would result in a cumulative tax liability of approximately $ 50,000 .

The IRS adjustments would result in a cumulative tax liability of approximately $ 50.0 million.

We are contesting the IRS’s assertions and have filed petitions with the U.S.

4 unchanged sentences

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 above).

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, 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 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.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Ethylene Oxide Litigation in Illinois

For the Three Months Ended June 30, 2025 and 2024

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.

As of December 31, 2024, approximately 250 individual plaintiffs have filed such suits asserting individual personal injury claims and seeking compensatory and, if subsequently permitted by the court, punitive damages.

The first trial of a plaintiff’s claims concluded in a mistrial on January 17, 2025 and is scheduled for retrial in May 2025.

The Company disputes the allegations, is vigorously defending itself in these matters, and is pursuing potential contribution and indemnity from other parties.

Nonetheless, management believes that based on the number of cases and the overall cost of defense, a loss is reasonably possible;

however, a range of loss cannot be reasonably estimated at this time because the evaluation of each case is highly fact-driven, subject to lengthy court proceedings, and impacted by each plaintiff's alleged disease, time and proximity of exposure, and other factors.

No amounts have been accrued in our consolidated financial statements with respect to any loss contingencies in this matter.

We 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.

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

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

Pursuant to the Term Sheets, the Company has entered into and expects to enter into additional settlement agreements to pay up to $ 48.2 million to settle claims.

We recorded a charge for this amount in fiscal 2025, and the remaining liability is included in the "Accrued expenses and other" line within our Consolidated Balance Sheets.

None of the 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 anticipates dismissal of all pending EO-related claims brought by the covered plaintiffs upon completion of the claims administration process and approval by the court.

The Company may exercise walkaway rights with respect to the claims covered by the 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

14 unchanged sentences

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

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

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.

2 unchanged sentences

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.

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

For the three and nine months e nded December 31, 2024 and 2023 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

For the three months e nded June 30, 2025 and 2024 , revenues from a single Customer did not represent ten percent or more of the Healthcare, AST or Life Sciences segment revenues.

A dditional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

The following table compares business segment revenues and business segment and Corporate operating income for the three months e nded June 30, 2025 and 2024:

Three Months Ended June 30, 2025

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 974.7 $ 281.2 $ 135.2 $ — $ 1,391.1

Segment expenses

Cost of revenues 557.4 129.9 58.0

Selling, general, and administrative 159.1 13.7 16.0

Research and development 22.7 0.9 2.4

Total income from operations before adjustments $ 235.5 $ 136.7 $ 58.7 $ ( 114.0 ) $ 316.9

Amortization of acquired intangible assets (1)

Acquisition and integration related charges (2)

Tax restructuring costs (3)

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

Restructuring charges (4)

Total income from operations

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

A dditional information regarding our segments is included in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, which was filed with the SEC on May 29, 2024.

The following table compares business segment revenues and business segment and Corporate operating income for the three and nine months e nded December 31, 2024 and 2023:

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

2024 2023 2024 2023

Healthcare $ 976,044 $ 916,227 $ 2,821,495 $ 2,605,157

AST 258,144 234,931 764,684 703,083

Life Sciences 136,382 146,566 392,805 411,074

Total revenues $ 1,370,570 $ 1,297,724 $ 3,978,984 $ 3,719,314

Income (loss) from operations before adjustments:

Healthcare $ 246,917 $ 223,898 $ 691,810 $ 626,134

AST 115,758 105,156 343,374 325,529

Life Sciences 58,133 56,738 164,417 156,863

Corporate ( 100,843 ) ( 81,559 ) ( 299,720 ) ( 260,452 )

For the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, 2024

(in millions) Healthcare AST Life Sciences Corporate Company

Revenues $ 901.2 $ 249.8 $ 128.5 $ — $ 1,279.5

Segment expenses

Cost of revenues 511.0 115.9 58.9

Selling, general, and administrative 150.9 15.4 14.8

Research and development 22.4 0.7 2.2

Total income from operations before adjustments $ 216.9 $ 117.7 $ 52.6 $ ( 101.8 ) $ 285.4

Amortization of acquired intangible assets (1)

$ 67,243 $ 64,724 $ 202,875 $ 198,662

Acquisition and integration related charges (2)

3,756 6,263 9,215 24,308

Tax restructuring costs (3)

97 643 54 652

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

1,345 6,127 4,138 8,666

Restructuring charges (4)

2,231 6 33,109 2

Income from operations $ 245,293 $ 226,470 $ 650,490 $ 615,784

Total income from operations

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

2 unchanged sentences

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

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

Certain corporate assets were allocated to the reportable segments based on revenues.

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 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.

Therefore, their respective amounts are reported together.

(in millions) June 30,

2025 March 31,

Healthcare and Life Sciences $ 6,857.8 $ 6,806.4

AST 3,547.2 3,340.4

$ 10,405.0 $ 10,146.8

Three Months Ended June 30,

(in millions) 2025 2024

Capital Expenditures

Healthcare and Life Sciences $ 44.4 $ 44.6

AST 49.2 63.4

Total Capital Expenditures $ 93.6 $ 108.1

Depreciation, Depletion, and Amortization

Healthcare and Life Sciences $ 83.1 $ 80.2

AST 36.3 32.5

Total Depreciation, Depletion, and Amortization $ 119.4 $ 112.7

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Additional information regarding our fiscal 2025 and fiscal 2024 revenue is disclosed in the following tables:

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

For the Three Months Ended June 30, 2025 and 2024

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

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

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

(in millions) June 30,

2025 March 31,

Property, Plant, and Equipment, Net

Ireland $ 82.4 $ 74.9

United States 1,044.3 1,008.7

Other locations 928.1 872.9

Property, Plant, and Equipment, Net $ 2,054.8 $ 1,956.5

Three Months Ended June 30,

(in millions) 2025 2024

Ireland $ 22.5 $ 22.2

United States 1,025.6 946.9

Other locations 342.9 310.4

Total Revenues

$ 1,391.1 $ 1,279.5

Additional information regarding our fiscal 2026 and fiscal 2025 revenue is disclosed in the following table:

Three Months Ended June 30,

(in millions) 2025 2024

Capital equipment $ 227.3 $ 214.6

11 unchanged sentences

Total Revenues $ 1,391.1 $ 1,279.5

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

2024 2023 2024 2023

Ireland $ 24,117 $ 19,601 $ 69,113 $ 60,037

United States 1,002,586 949,957 2,929,004 2,715,397

Other locations 343,867 328,166 980,867 943,880

Total Revenues

$ 1,370,570 $ 1,297,724 $ 3,978,984 $ 3,719,314

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

Shares and Preferred Shares

6 unchanged sentences

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

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

Denominator (shares in thousands):

2024 2023 2024 2023

Three Months Ended June 30,

Denominator (shares in millions):

Weighted average shares outstanding—basic 98.4 98.9

1 unchanged sentence

Weighted average shares outstanding and share equivalents—diluted 98.8 99.4

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

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

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

(shares in thousands) 2024 2023 2024 2023

Three Months Ended June 30,

(shares in millions) 2025 2024

Number of share options 0.6 0.7

2 unchanged sentences

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 December 31, 2024, there was $ 300,000 (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 $ 500.0 million (exclusive of fees, commissions, and other charges).

As of June 30, 2025, there was $ 300.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program.

The share repurchase program has no specified expiration date.

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

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

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

During the first nine months of fiscal 2025, we repurchased 907,158 of our ordinary shares for the aggregate amount of $ 200,000 (net of excise taxes, fees, and commissions) pursuant to authorizations, under the share repurchase program.

During the first nine months of fiscal 2024, we had no share repurchase activity.

During the first nine months of fiscal 2025, we obtained 87,436 of our ordinary shares in the aggregate amount of $ 11,040 in connection with share-based compensation award programs.

During the first nine months of fiscal 2024, we obtained 69,276 of our ordinary shares in the aggregate amount of $ 11,440 in connection with share-based compensation award programs.

During the first three months of fiscal 2026, we had no share repurchase activity pursuant to share repurchase program authorizations.

During the first three months of fiscal 2025, we repurchased 0.3 million of our ordinary shares for the aggregate amount of $ 56.1 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

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

During the first three months of fiscal 2025, we obtained 0.1 million of our ordinary shares in the aggregate amount of $ 10.3 million in connection with share-based compensation award programs.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

Share-Based Compensation

9 unchanged sentences

or a few other jurisdictions may provide for continued vesting after “retirement,” if certain conditions are met.

As of December 31, 2024, 2,027,503 ordinary shares remained available for grant under the long-term incentive plan.

As of June 30, 2025, 1.7 million ordinary shares remained available for grant under the long-term incentive plan.

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

3 unchanged sentences

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

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

The following weighted average assumptions were used for options granted during the first nine months of fiscal 2025 and 2024:

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

Fiscal 2026 Fiscal 2025

3 unchanged sentences

Expected volatility of stock 28.19 % 28.47 %

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

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

11 unchanged sentences

Term Aggregate

Value (in millions)

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

1 unchanged sentence

Exercised ( 74,120 ) 117.97

Forfeited ( 9,976 ) 237.01

( 512 ) 250.06

Outstanding at December 31, 2024 1,886,368 $ 183.51 5.9 years $ 67,166

Exercisable at December 31, 2024 1,334,958 $ 161.48 4.9 years $ 67,166

We estimate that 541,677 of the non-vested stock options outstanding at December 31, 2024 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 205.56 closing price of our ordinary shares on December 31, 2024 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

Outstanding at June 30, 2025 1,918,907 $ 195.36 6.0 years $ 95.1

Exercisable at June 30, 2025 1,411,885 $ 176.20 5.0 years $ 92.6

We estimate that 0.5 million of the non-vested stock options outstanding at June 30, 2025 will ultimately vest.

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $ 240.22 closing price of our ordinary shares on June 30, 2025 over the exercise prices of the stock options, multiplied by the number of options outstanding or outstanding and exercisable, as applicable.

The aggregate intrinsic value is not recorded for financial accounting purposes and the value changes daily based on the daily changes in the fair market value of our ordinary shares.

The total intrinsic value of stock options exercised during the first nine months of fiscal 2025 and fiscal 2024 was $ 24,647 and $ 8,350 , respectively.

Net cash proceeds from the exercise of stock options were $ 19,380 and $ 3,526 for the first nine months of fiscal 2025 and fiscal 2024, respectively.

The weighted average grant date fair value of stock option grants was $ 67.81 and $ 54.60 for the first nine months of fiscal 2025 and fiscal 2024, respectively.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

The total intrinsic value of stock options exercised during the first three months of fiscal 2026 and fiscal 2025 was $ 9.4 million and $ 12.4 million, respectively.

Net cash proceeds from the exercise of stock options were $ 9.3 million and $ 5.6 million for the first three months of fiscal 2026 and fiscal 2025, respectively.

The weighted average grant date fair value of stock option grants was $ 68.44 and $ 66.87 for the first three months of fiscal 2026 and fiscal 2025, respectively.

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

4 unchanged sentences

Forfeited ( 7,459 ) ( 1,007 ) 214.44

Non-vested at December 31, 2024 454,009 31,173 $ 214.16

Non-vested at June 30, 2025 480,200 33,603 $ 225.48

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

The value of restricted shares and units that vested during the first nine months of fiscal 2025 at the time of grant was $ 26,891 .

As of December 31, 2024, there was a total of $ 60,400 in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

The value of restricted shares and units that vested during the first three months of fiscal 2026 at the time of grant was $ 25.8 million.

As of June 30, 2025, there was a total of $ 88.4 million in unrecognized compensation cost related to non-vested share-based compensation granted under our share-based compensation plans.

We expect to recognize the cost over a weighted average period of 1.7 years.

STERIS PLC AND SUBSIDIARIES

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

For the Three Months Ended June 30, 2025 and 2024

Financial and Other Guarantees

5 unchanged sentences

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

Changes in our warranty liability during the first nine months of fiscal 2025 were as follows:

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

(in millions) Warranties

Balance at March 31, 2025 $ 16.3

1 unchanged sentence

Settlements made during the period ( 5.1 )

Balance at December 31, 2024 $ 14,732

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

Balance at June 30, 2025 $ 16.1

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 the third quarter of fiscal 2025, 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 will mature in fiscal 2025.

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.

At December 31, 2024, we held net foreign currency forward contracts to buy 40.0 million British pounds sterling, 14.0 million Canadian dollars, and 49.0 million Mexican pesos;

and to sell 15.0 million Australian dollars and 8.4 million euros.

At December 31, 2024, we held commodity swap contracts to buy 197.3 thousand pounds of nickel.

Asset Derivatives Liability Derivatives

We do not use derivative financial instruments for speculative purposes.

At June 30, 2025, we held net foreign currency forward contracts to buy 38.0 million British pounds sterling;

and to sell 13.0 million Australian dollars, 12.3 million euros, and 9.0 million New Zealand dollars.

At June 30, 2025, we held commodity swap contracts to buy 0.4 million pounds of nickel.

(in millions) Asset Derivatives Liability Derivatives

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

Balance sheet location December 31, 2024 March 31, 2024 December 31, 2024 March 31, 2024

Balance sheet location June 30, 2025 March 31, 2025 June 30, 2025 March 31, 2025

Prepaid & other $ 0.9 $ 0.1 $ — $ —

1 unchanged sentence

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

Location of gain (loss)

(in millions) Location of gain (loss)

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

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

2024 2023 2024 2023

Three Months Ended June 30,

Foreign currency forward contracts Selling, general and administrative $ 1.1 $ 0.4

2 unchanged sentences

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

For the Three Months Ended June 30, 2025 and 2024

Fair Value Measurements

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

The following table shows the fair value of our financial assets and liabilities at December 31, 2024 and March 31, 2024:

The following table shows the fair value of our financial assets and liabilities at June 30, 2025 and March 31, 2025:

Fair Value Measurements

Carrying Value Quoted Prices

(in millions) Carrying Value Quoted Prices

in Active Markets

2 unchanged sentences

Level 1 Level 2 Level 3

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

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

Cash and cash equivalents $ 279.7 $ 171.7 $ 279.7 $ 171.7 $ — $ — $ — $ —

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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 and miscellaneous income" line of the Consolidated Statement of Income.

During the first three and nine months of fiscal 2025, we recorded gains of $ 774 and $ 878 , respectively, related to these investments.

During the first three and nine months of fiscal 2024, we recorded gains of $ 881 and $ 1,019 , respectively, related to these investments.

We also held other equity investments in which we recorded a loss during the second quarter of fiscal 2025 in the "Gain on sale of business and equity investment, net" 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 each of the first three months of fiscal 2026 and 2025, we recorded gains of $ 0.1 million related to these investments.

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

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

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

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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.

STERIS PLC AND SUBSIDIARIES

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at December 31, 2024 are summarized as follows:

Contingent Consideration

Balance at March 31, 2024 $ 11,000

Additions 671

Payments ( 60 )

Currency translation adjustments 14

Balance at December 31, 2024 $ 11,625

As of both June 30, 2025 and 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

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

For the Three and Nine Months Ended December 31, 2024 and 2023

(dollars in thousands, except as noted)

For the Three Months Ended June 30, 2025 and 2024

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Currency Translation is not adjusted for income taxes.

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three and nine months ended December 31, 2024 and 2023 were as follows:

Defined Benefit Plans (1)

Currency Translation (2)

Total Accumulated Other Comprehensive Loss

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

Changes in our Accumulated Other Comprehensive Income (Loss) balances, net of tax, for the three months ended June 30, 2025 and 2024 were as follows:

(in millions) Defined Benefit Plans (1)

Currency Translation Total Accumulated Other Comprehensive Loss

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

Other Comprehensive Income (Loss) before reclassifications

Other Comprehensive Income before reclassifications

0.1 221.8 222.0

Amounts reclassified from Accumulated Other Comprehensive Income (Loss)

Amounts reclassified from Accumulated Other Comprehensive Loss

( 0.1 ) — ( 0.1 )

Net current-period Other Comprehensive Income (Loss) 42 ( 79 ) ( 208,456 ) ( 45,514 ) ( 208,414 ) ( 45,593 )

Balance at December 31, 2024 $ ( 803 ) $ ( 803 ) $ ( 373,447 ) $ ( 373,447 ) $ ( 374,250 ) $ ( 374,250 )

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

(2) The amounts previously recognized in currency translation adjustments related to our Dental business were reclassified when realized and included in the calculation of the loss on sale, net of previous accrued losses, within (Loss) income from discontinued operations, net of tax, for the nine month period ended December 31, 2024.

Defined Benefit Plans (1)

Currency Translation (2)

Total Accumulated Other Comprehensive Loss

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

Net current-period Other Comprehensive Income

— 221.8 221.8

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

(in millions) Defined Benefit Plans (1)

Currency Translation Total Accumulated Other Comprehensive Loss

Beginning Balance $ ( 0.7 ) $ ( 327.9 ) $ ( 328.7 )

Other Comprehensive Income (Loss) before reclassifications 408 1,160 134,048 67,906 134,456 69,066

Other Comprehensive (Loss) Income before reclassifications

( 0.1 ) 5.8 5.7

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

Net current-period Other Comprehensive Income (Loss) 58 175 134,048 67,906 134,106 68,081

Balance at December 31, 2023 $ 187 $ 187 $ ( 252,816 ) $ ( 252,816 ) $ ( 252,629 ) $ ( 252,629 )

Net current-period Other Comprehensive (Loss) Income

( 0.2 ) 5.8 5.6

Balance at June 30, 2024 $ ( 0.9 ) $ ( 322.2 ) $ ( 323.1 )

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

2 unchanged sentences

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of income, comprehensive income, and shareholders’ equity for the three- and nine- month periods ended December 31, 2024 and 2023 and the consolidated statement of cash flows for the nine- month periods ended December 31, 2024 and 2023 and the related notes (collectively referred to as the “consolidated interim financial statements”).

We have reviewed the accompanying consolidated balance sheet of STERIS plc and subsidiaries (the Company) as of June 30, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the three-month periods ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”).

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

13 unchanged sentences

Cleveland, Ohio

February 7, 2025

August 7, 2025

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

What changed 10-Q

Item 1. Financial Statements