United States Securities and Exchange Commission

Washington, D. C. 20549

________________________________________________

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38848

STERIS plc

(Exact name of registrant as specified in its charter)

Ireland

98-1455064

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification No.)

70 Sir John Rogerson's Quay,

Dublin 2,

Ireland

D02 R296

(Address of principal executive offices)

(Zip code)

353 1 232 2000

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


Title of each class	Trading symbol(s)	Name of Exchange on Which Registered
Ordinary Shares, $0.001 par value	STE	New York Stock Exchange
2.700% Senior Notes due 2031	STE/31	New York Stock Exchange
3.750% Senior Notes due 2051	STE/51	New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	o	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September 30, ~~2023~~2024 was $2123,~~614~~874.0 million.

The number of Ordinary Shares outstanding as of May 2427, ~~2024~~2025: 98,~~900~~372,~~010~~310

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the ~~2024~~2025 Annual Meeting – Part III

Table of Contents

		Page
Part I
Item 1	Business	3
	Introduction	3
	Information Related to Business Segments	3
	Information with Respect to Our Business in General	54
Item 1A	Risk Factors	1413
Item 1B	Unresolved Staff Comments	2524
Item 1C	Cybersecurity	2524
Item 2	Properties	2625
Item 3	Legal Proceedings	2726
Item 4	Mine Safety Disclosures	2726
Part II
Item 5	Market for Registrant's Ordinary Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	2827
Item 6	Reserved	2928
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operation	3029
	Introduction	3029
	Financial Measures	3029
	Revenues-Defined	3130
	General Overview and Executive Summary	3130
	Non-GAAP Financial Measures	3332
	Results of Operations	3332
	Liquidity and Capital Resources	3837
	Capital Expenditures	4241
	Material Future Cash Obligations and Commercial Commitments	4341
	Supplemental Guarantor Financial Information	4342
	Critical Accounting Estimates and Assumptions	4543
	Forward-Looking Statements	5048
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	5249
	Interest Rate Risk	5249
	Foreign Currency Risk	5249
	Commodity Risk	5249
Item 8	Financial Statements and Supplementary Data	5350
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~107~~98
Item 9A	Controls and Procedures	~~107~~98
Item 9B	Other Information	~~109~~100
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	~~109~~100
Part III
Item 10	Directors, Executive Officers and Corporate Governance	~~110~~101
Item 11	Executive Compensation	~~110~~101
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~110~~101
Item 13	Certain Relationships and Related Transactions, and Director Independence	~~110~~101
Item 14	Principal Accountant Fees and Services	~~110~~101
Part IV
Item 15	Exhibits and Financial Statement Schedule	~~111~~102
Item 16	Form 10-K Summary	~~115~~105
	Signatures	~~116~~106

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PART I

Throughout this Annual Report, STERIS plc and its subsidiaries together are called "STERIS," "the Company," "we," "us," or "our," unless otherwise noted. References in this Annual Report to a particular "year," "fiscal," "fiscal year," or "year-end" mean our fiscal year, which ends on March 31. For example, fiscal year ~~2024~~2025 ended on March 31, ~~2024~~2025.

ITEM 1. BUSINESS

INTRODUCTION

STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe. We offer our Customers a unique mix of innovative products and services. These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; ~~and~~ services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, and outsourced reprocessing; ~~and~~ capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors,; and connectivity solutions such as operating room (“OR”) integration.

We operate and report our financial information in three reportable business segments: Healthcare, Applied Sterilization Technologies ("AST"), and Life Sciences. Previously, we had four reportable business segments; however, as a result of the ~~agreement~~divestiture toof ~~divest~~ our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to ~~reflect~~exclude ~~these~~discontinued ~~changes~~operations for comparability, as required. For more information, refer to Note 4 to our consolidated financial statements titled, "Discontinued Operations." Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income. We describe our business segments in the section that follows, titled "Information Related to Business Segments" and Note 13 to our consolidated financial statements titled, "Business Segment Information."

The bulk of our revenues are derived from healthcare, medical device and pharmaceutical Customers. Much of the growth in these industries is driven by the aging of the population throughout the world, as an increasing number of individuals are entering their prime healthcare consumption years, and is dependent upon advancement in healthcare delivery, acceptance of new technologies, government policies, and general economic conditions.

In addition, there is increased demand for medical procedures, including preventive screenings such as endoscopies and colonoscopies; and a desire by our Customers to operate more efficiently, all of which are driving increased demand for many of our products and services.

INFORMATION RELATED TO BUSINESS SEGMENTS

Our chief operating decision maker 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. The accounting policies of the reportable segments are the same as those described in Note 1 to our consolidated financial statements titled, “Nature of Operations and Summary of Significant Accounting Policies,” of this Annual Report.

HEALTHCARE SEGMENT

Description of Business. Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites. Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment;, to the repair of re-usable procedural instruments;, to outsourced instrument reprocessing services. In addition, our procedural ~~solutions~~products also include endoscopy accessories, instruments, and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.

Products Offered. Our products include cleaning chemistries and sterility assurance products, automated endoscope reprocessing systems and tracking products, endoscopy accessories, instruments, washers, sterilizers and other pieces of capital equipment essential to the operations of a sterile processing department and equipment used directly in the procedure rooms, including surgical tables, lights, equipment management services, and connectivity solutions.

Services Offered. Our Healthcare segment service employees install, maintain, upgrade, repair, and troubleshoot capital equipment throughout the world. We offer various preventive maintenance programs and repair services to support the effective operation of capital equipment over its lifetime. Our Healthcare segment also provides comprehensive instrument, devices, and endoscope repair and maintenance services (on-site or at one of our dedicated facilities), custom process improvement consulting and outsourced instrument sterile processing (on-site at the hospital and in off-site reprocessing centers).

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Customer Concentration. Our Healthcare segment sells consumables, services and capital equipment, to Customers in many countries throughout the world. For the year ended March 31, ~~2024~~2025, no Customer represented more than 10% of the Healthcare segment's total revenues.

Competition. We compete with a number of large companies that have significant product portfolios and global reach, as well as a number of small companies with very limited product offerings and operations in one or a limited number of countries. On a product basis, competitors include 3M, Baxter, Boston Scientific, Belimed, Ecolab, Fortive, Getinge, Karl Storz, Olympus, Ruhof, SteelCo, Stryker, Skytron and Wassenburg. On a service line basis, competitors include ~~Agiliti,~~ BBraun, Crothall, Olympus and Pentax.

AST SEGMENT

Description of Business. 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. Our technology-neutral offering supports Customers every step of the way, from testing through sterilization.

Services Offered. We offer a wide range of sterilization modalities and an array of testing services that complement the manufacturing of single -use, sterile products. Our facilities are located in regions with a concentration of medical device and pharmaceutical manufacturing throughout the Americas, Europe, and Asia. Our technical professionals support Customers in all phases of product development, materials testing, and process validation. In addition, we manufacture and supply integrated sterilization equipment and control systems to medical device manufacturers and research institutions.

Products Offered. We support Customers with process controls and monitoring systems, and integrated sterilization equipment, including accelerators, product handling, and automation.

Customer Concentration. Our AST segment’s services are offered to Customers throughout the world. For the year ended March 31, ~~2024~~2025, no Customer represented more than 10% of the segment’s revenues.

Competition. AST operates in a highly regulated industry and competes with Sterigenics International, Inc., other smaller contract sterilization companies, other manufacturers of sterilization equipment and control systems, and manufacturers that sterilize products in-house.

LIFE SCIENCES SEGMENT

Description of Business. Our Life Sciences segment provides a comprehensive offering of products and services designed to support biopharmaceutical and medical device ~~research and~~ manufacturing facilities, in particular those focused on aseptic manufacturing. Our portfolio includes a full suite of consumable products, equipment maintenance, specialty services, and capital equipment.

Products Offered. ~~These~~Our products include pharmaceutical detergents, cleanroom disinfectants and sterilants, pharmaceutical grade and research sterilizers and washers, sterility assurance and maintenance products, vaporized hydrogen peroxide room decontamination systems and sterilizers, and high purity water and pure steam generators.

Services Offered. Our Life Sciences segment service employees install, maintain, upgrade, repair, and troubleshoot equipment throughout the world. We offer various preventive maintenance programs and repair services to support the effective operation of capital equipment over its lifetime.

Customer Concentration. Our Life Sciences segment sells consumables, services and capital equipment to Customers globally. For the year ended March 31, ~~2024~~2025, no Customer represented more than 10% of the Life Sciences segment’s total revenues.

Competition. Our Life Sciences segment operates in highly regulated environments where the most intense competition results from technological innovations, product performance, convenience and ease of use, and overall cost-effectiveness. We compete for pharmaceutical Customers with a number of large companies that have significant product portfolios and global reach, as well as a number of small companies with very limited product offerings and operations in one or a limited number of countries. Competitors include Belimed, Contec, Ecolab, Fedegari, Getinge, and Stilmas.

INFORMATION WITH RESPECT TO OUR BUSINESS IN GENERAL

Sources and Availability of Raw Materials. We purchase raw materials, sub-assemblies, components, and other supplies needed in our operations from numerous suppliers in the United States and internationally. The principal raw materials and supplies used in our operations include stainless and carbon steel, organic and inorganic chemicals, fuel, and plastic components. These raw materials and supplies are generally available from several suppliers and in sufficient quantities. We have long-term supply contracts for certain materials for which there are few suppliers, or those that are single-sourced in certain regions of the world, such as ethylene oxide ("EO") and radioisotope cobalt-60 ("cobalt-60"), which are necessary to our AST operations. In addition, we continue to expand our irradiation processing capacity with accelerator-based technologies, in order to help mitigate the potential cobalt-60 supply risk.

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~~INFORMATION~~Inflation. Historically, ~~WITH~~our ~~RESPECT~~business TOhas ~~OUR~~not ~~BUSINESS~~been INsignificantly ~~GENERAL~~impacted by the overall effects of inflation. However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor costs, which moderated in fiscal 2025. Changes to trade policy, including tariff measures introduced in early calendar year 2025, may drive new inflation risks in our supply chain for materials as well as the costs of other goods and services important to our operations. The U.S. measures and the response from other countries continue to evolve, creating uncertainty in trade and economic dynamics. We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation.

Sources and Availability of Raw Materials. We purchase raw materials, sub-assemblies, components, and other supplies needed in our operations from numerous suppliers in the United States and internationally. The principal raw materials and supplies used in our operations include stainless and carbon steel, organic and inorganic chemicals, fuel, and plastic components. These raw materials and supplies are generally available from several suppliers and in sufficient quantities. However, in fiscal 2023 and 2024 we experienced delays in receiving materials and significant cost increases. Our supply chain challenges eased during the second half of fiscal 2024 and we do not currently expect significant disruption to our operations due to sourcing delays in fiscal 2025. We anticipate continued inflation pressures in fiscal 2025 but not at the significant level experienced in fiscal 2024 and 2023.We have long-term supply contracts for certain materials for which there are few suppliers, or those that are single-sourced in certain regions of the world, such as ethylene oxide ("EO") and cobalt-60, which are necessary to our AST operations. In addition, we continue to expand our irradiation processing capacity with accelerator-based technologies, in order to help mitigate the potential cobalt-60 supply risk.

In response to the active conflict between Russian and Ukraine, we stopped purchasing cobalt-60 from our Russian supplier in fiscal 2023. A long-term disruption in cobalt-60 sourced from Russia may negatively impact gamma processing capacity or increase costs in certain portions of our AST operations but these impacts are not expected to be material to our AST segment and its results of operations. For additional information about the risks we face concerning the conflict between Russia and Ukraine, see Part I, Item 1A of this Annual Report titled, "Risk Factors."

Inflation. Historically, our business has not been significantly impacted by the overall effects of inflation. However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor costs and anticipate continued inflationary pressure in fiscal 2025 but not at the significant level experienced in fiscal 2024 and 2023. We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation.

Intellectual Property. We protect our technology and products by, among other means, obtaining United States and foreign patents. There can be no assurance, however, that any patent will provide adequate protection for the technology, system, product, service, or process it covers. In addition, the process of obtaining and protecting patents can be long and expensive. We also rely upon trade secrets, technical know-how, and continuing technological innovation to develop and maintain our competitive position.

As of March 31, ~~2024~~2025, we held ~~630~~607 United States patents and 2,~~531~~315 patents in other jurisdictions and had ~~147~~90 United States patent applications and ~~334~~289 patent applications pending in other jurisdictions. Patents for individual products extend for varying periods according to the date of filing or grant and legal term of patents in various countries where a patent is obtained. The actual protection a patent provides varies from country to country and depends in part upon the type of patent, the scope of its coverage, and the availability of legal remedies in each country.

Our products are sold around the world under various brand names and trademarks. We consider our brand names and trademarks to be valuable in the marketing of our products. As of March 31, ~~2024~~2025, we had a total of approximately 2,~~550~~145 trademark registrations worldwide.

Quality Assurance. We manufacture, assemble, and package products in several countries. Each of our production facilities are dedicated to particular processes and products. Our success depends upon Customer confidence in the quality of our production process and the integrity of the data that supports our product safety and effectiveness. We have implemented quality assurance procedures to support the quality and integrity of scientific information and production processes.

Continuous Improvement. Continuous improvement is fundamental to how we operate at STERIS. We apply Lean principles across manufacturing, service operations, back office, and support functions through our Minimum Standard of Lean (MSoL) framework. MSoL establishes a consistent foundation for problem solving, standard work, and performance management while enabling local ownership and innovation. It assesses maturity across core dimensions—including continuous improvement training and development, routine management and strategic alignment, 5S, value stream mapping, kaizen management, lean tools and systems, and integration with new product development (NPD).

Our efforts are designed to deliver better outcomes for Customers, Shareholders, and employees. By targeting key areas, we strengthen performance, agility, and value. In manufacturing and service operations, we apply flow and cellular production concepts and cross-train employees to increase flexibility and throughput. We also assess opportunities to in-source, outsource, or adopt technology to drive value.

We extend these principles to back office and support functions where Lean tools streamline workflows, reduce waste, and improve service delivery.

A dedicated Continuous Improvement team partners with the business to coach, build capability, and accelerate results. Through kaizen events, tiered daily management, and employee-led initiatives, we foster a culture where employees are empowered to drive change. This mindset is supported at all levels of the organization, reinforcing alignment, engagement, and long-term performance.

Government Regulation. Our business is subject to various degrees of governmental regulation in the countries in which we operate. In the United States, the Food and Drug Administration (“FDA”), the Environmental Protection Agency (“EPA”), the Occupational Safety and Health Administration ("OSHA"), the Nuclear Regulatory Commission, and other governmental authorities regulate the development, manufacture, sale, and distribution of our products and services. Our international operations also are subject to a significant amount of government regulation, including country-specific rules and regulations and U.S. regulations applicable to our international operations. Government regulations require detailed inspection of, and controls over, research and development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution, record-keeping, storage, and disposal practices.

Compliance with applicable regulations is a significant expense for us. Past, current or future regulations, their interpretation, or their application could have a material adverse impact on our operations. Also, additional governmental regulation may be passed that could prevent, delay, revoke, or result in the rejection of regulatory clearance of our products. We cannot predict the effect on our operations resulting from current or future governmental regulation or the interpretation or application of these regulations.

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If we fail to comply with any applicable regulatory requirements, penalties could be imposed on us. For more information about the risks we face regarding regulatory requirements, see Part I, Item 1A of this Annual Report titled, "Risk Factors." We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations. Failure to receive or maintain, or delays in receiving, clearance or approvals may hurt our revenues, profitability, financial condition, or value.

In the past, we have received warning letters, paid civil penalties, conducted product recalls and field corrections, and been subject to other regulatory penalties. We believe that we are currently compliant in all material respects with applicable regulatory requirements. However, there can be no assurance that future or current regulatory, governmental, or private action will not have a material adverse effect on us or on our performance, results, or financial condition.

Environmental Matters. We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in Ireland, the United States and other countries. We have made, and continue to make, significant investments to comply with these laws and regulations. We cannot predict the future capital expenditures or operating costs required to comply with environmental laws and regulations. We believe that we are currently compliant with applicable environmental, health, and safety requirements in all material respects. However, there can be no assurance that future or current regulatory, governmental, or private action will not have a material adverse effect on our performance, results, or financial condition. Please refer to Note 12 to our consolidated financial statements titled, "Commitments and Contingencies" for further information.

In the future, if a loss contingency related to environmental matters, employee safety, health or conditional asset retirement obligations which is estimable and probable is significantly greater than the current recorded amount, we would record an additional liability for the obligation and it may result in a material impact on net income for the annual or interim period during which the liability is recorded. The investigation and remediation of environmental obligations generally occur over an extended period of time, and therefore we do not know if these events would have a material adverse effect on our financial condition, liquidity, or cash flow, nor can there be any assurance that such liabilities would not have a material adverse effect on our performance, results, or financial condition.

Competition. The markets in which we operate are highly competitive and generally highly regulated. Competition is intense in all of our business segments and includes many large and small competitors. Brand, design, quality, safety, ease of use, serviceability, price, product features, warranty, delivery, service, and technical support are important competitive factors to us. We expect to face continued competition in the future as new infection prevention, sterile processing, contamination control, gastrointestinal and surgical support products and services enter the market. We believe many organizations are working with a variety of technologies and sterilizing agents.

We believe that our long-term competitive position depends on our success in discovering, developing, and marketing innovative, cost-effective products and services. We devote significant resources to research and development efforts, and we believe STERIS is positioned as a global competitor in the search for technological innovations. In addition to research and development, we invest in quality control, Customer training programs, distribution systems, technical services, and other information services. In addition to organic opportunities, acquisitions are a key part of our long-term strategy for growth.

There can be no assurance that we will develop significant new products or services, or that the new products or services we provide or develop in the future will be more commercially successful than those provided or developed by our competitors. In addition, some of our existing or potential competitors may have greater resources than us. Therefore, a competitor may succeed in developing and commercializing products more rapidly than we do. Competition, as it relates to our business segments and product categories, is discussed in more detail in the section above titled, “Information Related to Business Segments.”

Methods of Distribution. Sales and service activities are supported by a staff of regionally based clinical specialists, system planners, corporate account managers, and in-house Customer service and field support departments. We also contract with distributors and dealers.

Customer training is important to our business. We provide a variety of courses at Customer locations, at our training and education centers, and over the internet. Our training programs help Customers understand the science, technology, and operation of our products and services. Many of our operator training programs are approved by professional certifying organizations and offer continuing education credits to eligible course participants.

Seasonality. Our financial results have ~~been~~, from time to time, ~~subject~~exhibited to seasonal patterns. WeIn ~~cannot~~particular, ~~assure~~capital ~~you~~equipment revenues within our Healthcare segment have historically been higher in the fourth quarter of our fiscal year. However, we cannot guarantee that these patterns will ~~not continue~~persist.

Backlog. We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. At March 31, ~~2024~~2025, we had a backlog of $~~425~~452.29 million. Of this amount, $~~353~~369.82 million and $7183.47 million related to our Healthcare and Life Sciences segments, respectively. At March 31, ~~2023~~2024, we had backlog orders of $~~599~~425.62 million. Of this amount, $~~494~~353.78 million ~~and $104.9 million related to our Healthcare and Life Sciences segments, respectively. Backlog declined in fiscal 2024 as supply chain delays eased allowing us to reduce lead times and backlog.~~

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and $71.4 million related to our Healthcare and Life Sciences segments, respectively. Backlog increased in fiscal 2025 as a result of higher Customer orders.

Availability of Securities and Exchange Commission Filings. We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (“SEC”). You may access these documents, as well as other SEC filings related to the Company, on the Investor Relations page of our website at http://www.steris-ir.com. You may also obtain copies of these documents by accessing the SEC’s website at http://www.sec.gov. The content on or accessible through any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Form 10-K unless expressly noted.

We also make available free of charge on our website our Corporate Governance Guidelines, our Director Code of Ethics, and our Code of Business Conduct, as well as the Charters of the Audit Committee, the Compensation and Organization Development Committee, the Nominating and Governance Committee, and the Compliance and Technology Committee of the Company’s Board of Directors.

CORPORATE RESPONSIBILITY

Introduction

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life ~~sciences~~science products and services around the globe. Inspired by our Customers’ efforts to create a healthier and safer world, and guided by our legacy of leadership and innovation, we strive to be a Great Company. To STERIS, this means we will make a difference by providing world-class products and services for our Customers, safe and rewarding work for our People, and superior returns for our Shareholders.

We have an Enterprise Risk Management process ("ERM") to manage risk, which is led by our Chief Compliance Officer. Identifying and managing key risks to our business operations are essential to our future growth, profitability, and successful execution of strategic plans. We are committed to understanding and managing these risks through a consistent approach to risk assessment, monitoring, reporting, and mitigation. Key management sponsors are responsible for participating in the risk assessment process, including a periodic review with the Board of Directors. The objective of ERM is to identify key risks, the potential impacts of compliance failure, identify key mitigating activities, develop potential improvements for managing the risks, and to ensure execution of oversight activities on a monthly, annual or as needed basis.

Our Corporate Responsibility function is led by the Vice President of Environmental, Social, and Governance ("ESG"). The Corporate Responsibility function, with support from our CEO, General Counsel and other senior executives, works to actively develop and refine our ~~Environmental, Social, and Governance ("~~ESG") strategies, programs, and policies. The Corporate Responsibility function works closely with our Global Sustainability Steering Committee to build ESG values and implement strategies, programs, and policies across the Company. The Global Sustainability Steering Committee is a cross-functional team of senior leadership, subcommittee chairs, and subject matter experts spanning our businesses and Legal, Investor Relations, Human Resources, Continuous Improvement, Compliance, Facilities, and Health, Safety and Environment functions. The Corporate Responsibility team regularly updates the Nominating and Governance Committee of our Board of Directors regarding its activities, including evaluating carbon emissions, preparing for regulatory requirements, reporting ESG metrics, and reviewing ESG ratings.

Key performance indicators and metrics have been established for those areas we believe to be relevant and potentially significant to our business. Certain of these disclosures relate to Sustainability Accounting Standards Board ("SASB") Standards for Medical Equipment & Supplies that we have identified to be closely aligned with our business. Our reporting against the SASB Standards is a voluntary disclosure aligned with our focus on financial materiality. We seek to provide investors with useful, relevant and meaningful sustainability information and have selected metrics under the SASB Standards. We describe below how we continuously monitor and track our policies and activities in the areas of ethical business practices, energy and environmental conservation, employees and human capital management, and quality.

ETHICAL BUSINESS PRACTICES

Code of Business Conduct. Our Code of Business Conduct sets the standard for legal and ethical behavior, addressing topics such as bribery and corruption, supply chain transparency, proper behavior in the workplace, and avoiding conflicts of interest.

Anti-Bribery and Anti-Corruption. We are committed to conducting our business fairly, honorably, with integrity and in compliance with the law in all jurisdictions where we operate. Our policy prohibits bribery and corruption in any form, and we explain our commitment in our Statement on Anti-Corruption Policies and Procedures. As an ongoing due diligence measure, we have established a program to recognize those sales and marketing intermediaries who demonstrate an elevated commitment to compliance. Through this Commercial Compliance Program, we ~~formally~~acknowledge ~~recognize~~ organizations that have not only met STERIS's standard ethical requirements for inclusion in our network but have also taken additional steps, such as adopting their own code of conduct and training their employees on their own firm's ethical values, to ensure compliant behavior. In ~~2024~~2025, STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption.

Supplier Code of Conduct. Our expectations for ethical behavior extend beyond STERIS to our Suppliers as well. Our Supplier Code of Conduct defines the minimum requirements and expectations for all Suppliers and their subcontractors. We have mechanisms in place to identify when suppliers do not meet our Supplier Code of Conduct requirements. Suspicions of

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Supplier Code of Conduct. Our expectations for ethical behavior extend beyond STERIS to our Suppliers as well. Our Supplier Code of Conduct defines the minimum requirements and expectations for all Suppliers and their subcontractors. Suspicions of supplier non-compliance are promptly investigated and addressed. We believe in conducting business with integrity and honesty and in accordance with all applicable laws and regulations of the countries in which we operate. We expect our suppliers to comply with the laws of the countries in which they operate, including but not limited to the European Union Customs Code, the EU Restriction of Hazardous Substances Directive, the UK Modern Slavery Act, the US Foreign Corrupt Practices Act, the UK Bribery Act, the US Dodd-Frank Conflict Minerals Rules, applicable data privacy laws, and all applicable local labor and employment laws.

Conflict Minerals Sourcing Policy. We file reports with the SEC disclosing our use of tin, tantalum, tungsten, and gold ("conflict minerals" or "3TG") in products sold anywhere in the world. In accordance with these legal requirements and as a part of the overall commitment to responsible sourcing, we are working with our suppliers to ensure transparency to the smelter/refining source for 3TG materials used in our products. Furthermore, we seek to identify the countries of origin of the 3TG in our products and the smelter/refiners that process the 3TG in our products. We undertake this effort to promote responsible sourcing. Because of our general downstream position in the supply chain, we rely on our suppliers for information. We expect suppliers to respond to our requests for complete transparency about the sources whose 3TG materials are used in our products and to conduct due diligence measures to ensure the information provided is accurate, up-to-date and complete. This Policy applies to all suppliers of products and materials to the Company and to all our affiliates. We will consider taking various progressive actions with respect to suppliers who do not make reasonable efforts to cooperate with our requests for information or requests to take corrective actions to enable us to identify smelters and refiners in our supply chains.

Risks and Prevention. We regularly assess the risks associated with our business, including the risk of potential corruption or bribery in the environments where we do business, and we have designed our management systems to respond accordingly. As part of our anti-corruption program, our employees and third-party intermediaries are subject to mandatory comprehensive anti-bribery and anti-corruption training online ~~and in-person~~. The training covers the various forms that corruption can take, red flags, and individuals’ roles in our anti-bribery and anti-corruption efforts.

In accordance with our policy, we engage a third-party due diligence firm to perform background checks, including bribery and corruption, before entering into commercial relationships with sales and marketing intermediaries, and other service providers.

We communicate our bribery and corruption policies and expectations to our officers, Directors, employees, dealers, distributors and agents. It is the expectation of the Company that all of the aforementioned individuals comply with the requirements set forth in our policy and relevant rules and regulations.

Managing Compliance and Ethics. We require all employees to be lawful and ethically responsible in all business practices. We expect all employees to comply with all Company policies, applicable laws, and the principles outlined in our Code of Business Conduct.

Senior members of STERIS’s leadership team are involved in numerous industry associations that focus on setting the standards and driving change. We hold seats and actively participate on the boards of AdvaMed and the Medical Device Manufacturers Association ("MDMA"). We are also an active member of the Association for the Advancement of Medical Instrumentation ("AAMI") and MedTech Europe. AdvaMed has ~~roughly~~over ~~400~~500 member companies and promotes policies that foster the highest ethical standards, timely patient access to safe and effective products, and economic policies that reward value creation. The AdvaMed Code of Ethics on Interactions with Health Care Professionals ("AdvaMed Code") facilitates ethical interactions between MedTech companies and health care professionals to ensure that medical decisions are based on the best interests of the patient. STERIS has adopted and requires compliance with the AdvaMed Code.

MDMA is the leading voice representing the interests of innovative and entrepreneurial medical technology companies. MDMA's goal is to provide patients and clinicians with timely access to safe and effective medical technologies that improve the quality of life. AAMI is a nonprofit organization founded in 1967. It is a diverse community of more than 1011,000 healthcare technology professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology. MedTech Europe is the European trade association for the medical technology industry including diagnostics, medical devices and digital health. MedTech Europe’s purpose is to make innovative medical technology available to more people, while helping healthcare systems move towards a more sustainable path. The MedTech Europe Code of Ethical Business Practice regulates all aspects of the industry’s relationship with Healthcare Professionals and Healthcare Organizations, to ensure that all interactions are ethical and professional at all times and to maintain the trust of regulators, and patients. STERIS has adopted and requires compliance with the MedTech Europe Code of Ethical Business Practice.

Using the STERIS Integrity Helpline or Webline, employees can anonymously report potential Code of Conduct concerns. A management Ethics Committee meets monthly to monitor and investigate reports of Code of Business Conduct violations and provides quarterly reporting to the Board of Directors' Compliance and Technology Committee. With respect to financial matters, reports are provided to the Board of Directors' Audit Committee. With respect to human resources related matters, reports are provided to the Board of Directors' Compensation and Organization Development Committee.

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~~The~~matters, ~~STERIS~~reports ~~Code~~are ofprovided ~~Business~~to ~~Conduct~~the ~~covers~~Board ~~ethical~~of ~~marketing~~Directors' ~~and~~Audit ~~off-label promotion~~Committee. InWith ~~fiscal~~respect ~~2024,~~to ~~STERIS~~human ~~incurred~~resources norelated ~~monetary~~matters, ~~losses~~reports asare aprovided ~~result~~to ofthe ~~legal~~Board ~~proceedings~~of ~~associated~~Directors' ~~with~~Compensation ~~false~~and ~~marketing~~Organization ~~claims~~Development Committee.

The STERIS Code of Business Conduct covers ethical marketing and off-label promotion. In fiscal 2025, STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims.

ENERGY, GHG EMISSIONS AND ENVIRONMENTAL CONSERVATION

We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in Ireland, the United States and other countries. We have made, and continue to make, significant investments to comply with these laws and regulations. Our Continuous Improvement objectives include efforts to improve energy and water efficiency and reduce or eliminate certain chemicals used in, and wastes generated from, our operations thereby reducing the impact of our operations on the environment.

STERIS tracks greenhouse gas ("GHG") emissions, and we complete the annual Carbon Disclosure Project ("CDP") questionnaire. CDP is an internationally recognized nonprofit organization that collects and reports environmental metrics. Currently, we report our direct (Scope 1) and indirect (Scope 2) energy use and emissions. We recognize that a significant portion of our carbon impact is as a result of our value chain, outside of electricity and energy consumption at our global sites. InWe ~~fiscal~~also ~~2024,~~report weaggregate ~~completed~~Scope a3 ~~comprehensive review to establish the baseline for our~~ (upstream and downstream ~~emissions (Scope 3~~) ~~and reported aggregate Scope 3~~ emissions in our most recent CDP response and on our website.

We have a broad and comprehensive portfolio of sterilization and disinfection products that support the procedural spaces within hospitals, endoscopy and surgery centers as well as pharmaceutical and medical device Customers. When we think about new products or next generation products, part of our effort is to reduce the environmental impact of what we do. That can include anything from reformulating chemistries to eliminating metals-based ingredients or reducing the effluence produced as a result of the use of our products, to creating ultra-concentrate chemistries such as Prolystica® Ultra Concentrate Cleaning Chemistries, which offer 10 times the uses per container. That means 5 and 10-liter containers of concentrate replace 114-liter drums, creating benefits from safer lifting, elimination of packaging waste, and less frequent deliveries with smaller trucks. We also work to utilize containers that can be recycled and build products with materials that can be recycled at the end of their life.

In Fiscal 2023, the European Commission’s Corporate Sustainability Reporting Directive ("CSRD") became effective. The CSRD expands the number of companies required to publicly report ESG-related information and defines the ESG-related information that companies are required to report in accordance with European Sustainability Reporting Standards ("ESRS"). AsAlthough the European Parliament voted to postpone the application dates, STERIS ~~prepares~~continues to prepare for the upcoming CSRD ~~disclosures,~~disclosure werequirement. ~~continue~~We toare ~~make~~making significant efforts in gathering baseline information, strengthening our internal controls, and evaluating our current ESG data. As part of this project, we continue to evaluate our ability to report in accordance with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework and in light of evolving regulatory disclosure requirements. InWe ~~fiscal~~completed ~~2024, we initiated a~~ TCFD aligned climate scenario analysis in fiscal 2025. We are evaluating how this information will inform global reporting requirements.

Risks and Prevention. We actively monitor and take steps to manage the risks associated with environmental matters, none of which we consider material at this time.

EMPLOYEES AND HUMAN CAPITAL MANAGEMENT

Strategy and Overview. People are the key to our success, which is reflected in our two core values of people and teamwork. We are committed to the safety and success of our people. We expect the performance of every person to continually improve with personal initiative and proper support. We expect our people to treat each other with mutual respect. Our ideal business team is engaged, diverse, inclusive and talented, and we create programs and policies in support of these goals.

We believe unity of purpose and teamwork enables us to do far more together than we could individually. We draw strength from each other and encourage communication with fairness, candor, respect and courage. Our collaboration turns interesting ideas into great products and services for our Customers.

Our senior management team and Board receive regular updates on our people, including data and metrics on retention, engagement and safety which are used to determine our human resources priorities, programs and training.

We are committed to upholding human rights in all our operations globally and respect human rights as recognized by the principles of the United Nations Global Compact. We strongly oppose all forms of slavery, servitude, forced labor, child labor and human trafficking.

Employees by Segment. During the course of fiscal ~~2024~~2025, we averaged ~~just~~approximately ~~over~~ 18,000 employees throughout the world ~~including~~of ~~approximately 1,400 employees within the Dental segment,~~ which isless ~~currently held for sale. Less~~ than 1211% ~~of our employees~~ are represented by work councils or labor unions. We believe we generally have good relations with our employees.

The average number of persons employed by STERIS plc and its subsidiaries during each of the following fiscal years was as follows:

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	Fiscal 2024	Fiscal 2023
	Fiscal 2025	Fiscal 2024
Healthcare	1112,~~419~~341	1011,~~629~~419
AST	3,~~340~~502	3,~~163~~340
Life Sciences	~~999~~834	~~965~~999
Dental	1,411	1,451
Corporate	1,110	1,010
Corporate	1,010	892
Total employees (1)	17,787	16,768
Total employees	18,179	17,100

~~Diversity,~~(1) ~~Equity~~Excludes &Dental ~~Inclusion.~~segment Wedivested ~~are~~on ~~dedicated~~May ~~to creating and sustaining a diverse~~31, ~~equitable and inclusive work environment~~2024. We believe that the different ideas, experiences, perspectives and backgrounds of our global employees create a stronger organization that allows us to fulfill our ultimate goal of serving our Customers. To put it simply, we believe a diverse and inclusive workforce is essential to a thriving organization.

We strive to recruit the best available people who are aligned with and embody our core values. We are committed to equality and assessing candidates based on qualifications. We believe that our success is dependent on attracting and retaining people from a cross-section of our communities who understand their markets, and in doing so we continue to create a competitive advantage for STERIS.

Our success depends on our ability to attract and retain talented employees, and we do so without regard to race, color, social or economic status, religion, national origin, marital status, age, veteran status, sexual orientation, gender identity, or any protected status. It is the policy of the Company to make all decisions regarding employment, including hiring, compensation, training, promotions, transfers, or lay-offs, based on the job requirements and skills of the individuals and utilizing the principle of equal employment opportunity without discrimination. We have biennial training on anti-harassment, except where required annually.

Total directors and employees distribution by gender is shown in the table below:

March 31, 2024

March 31, 2023

March 31, 2025

March 31, 2024

Male

Female

Male

Female

Non-Executive Directors

Senior Managers

~~801~~718

~~321~~289

~~739~~742

~~297~~291

Other employees of the Company

11,~~591~~282

65,~~327~~730

1011,~~774~~009

5,~~846~~575

Directors and United States employees by race is shown in the table below:

	March 31, 2024		March 31, 2023
	March 31, 2025		March 31, 2024
	White	Minority (1)	White	Minority (1)
Non-Executive Directors	67%	33%	7567%	2533%
Senior Managers	86%	14%	8687%	1413%
Other employees of the Company	60%	40%	61%	39%

(1) A minority person is defined as a person who identifies as American Indian/Alaskan Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Island, or two or more races.

Health, Safety & Environment. We realize the importance of Health, Safety & Environment ("HSE") to the well-being of our Customers, employees, community, the environment, and ultimately our shareholders. To that end, our HSE teams and management are committed to supporting HSE programs with ongoing involvement through our continuous improvement process. Our ultimate goal is to be an incident-free company. The cornerstone of this initiative is the belief that incidents result from unsafe acts or conditions, both of which are preventable. We apply OSHA recordkeeping practices worldwide. Key metrics for purposes of benchmarking performance include Total Recordable Incident Rate ("TRIR") and Lost-time Incident Rate ("LTIR") injury and illness incident rates, both of which are presented in the table below:

	STERIS		Industry Benchmarks (2)
	Fiscal 2024	Fiscal 2023	Average	Best in Class
	Fiscal 2025	Fiscal 2024	Average	Best in Class
Total Recordable Incident Rate (1)	1.1711	1.0517	2.50	1.43
Lost-time Incident Rate (1)	0.4338	0.3643	1.25	0.42

(1) We apply OSHA recordkeeping practices worldwide. All rates are based on 100 full-time employees ("FTE") working one year. 100 FTEs equals 200,000 work hours. TRIR includes work-related injuries or illnesses requiring medical attention beyond first-aid. LTIR includes work-related injuries or illnesses that cause an employee to be away from work at least one full day after the date of the incident.

(2) Our external benchmarks include the OSHA average and 1st Quartile injury/illness rates which are derived from 2022 Bureau of Labor Statistics data.

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(2) Our external benchmarks include the OSHA average and 1st Quartile injury/illness rates which are derived from the Bureau of Labor Statistics.

Our annual workplace injury prevention results are within the manufacturing sector's best-in-class performance as defined by the Bureau of Labor Statistics.

We have chosen to align our environmental management system with the ISO 14001 standard, which sets out the criteria that a company or organization can follow to establish an effective environmental management system. Designed for any type of organization, regardless of its activity or sector, it can provide assurance that environmental impact is being measured, controlled and improved in a holistic manner. We currently have three facilities ~~and 14 reprocessing locations~~ that are 14001 and 45001 accredited locations. Our HSE teams and management are committed to supporting HSE programs with ongoing involvement in aligning HSE management systems to ISO 14001 and ISO 45001 standards, internal compliance reviews, and developing HSE training content and platforms.

The OSHA Voluntary Protection Program ("VPP") Star Award recognizes employers who have implemented effective safety and health management systems and maintain injury and illness rates below national Bureau of Labor Statistics averages for their industry. We currently have 13 locations that hold the OSHA VPP Star Award.

We utilize internal HSE management systems and compliance audits designed to identify percent compliance of our global operations against our standards.

Employee Engagement and Development. We believe that engaged employees are more productive, innovative, and satisfied in their work. Examples of how we engage our employees include quarterly video updates, a robust intranet for communication with our global teams and various communications efforts within each department. In addition, our global human resources team has programs focused on career development and training for employees at all levels.

Our employee turnover rate was 16% and 15% for ~~both~~ fiscal ~~2024~~2025 and ~~2023~~2024, respectively, and we are continuously working towards a goal of achieving a rate of 10% or less, excluding retirements and reductions in force. Although reductions in force are sometimes necessary, we work to avoid them, and they must always be approved by executive management. We encourage all employees to participate in our ~~employee~~regular engagement survey which is ~~regularly~~ administered by a third party on a confidential basis. This process has been valuable in helping us recognize what we do well and foster an open conversation about how we can make STERIS an even better place to work. We ~~have~~are ~~pushed~~pleased ~~our fiscal 2024 survey~~ to ~~the~~report ~~fall of fiscal 2025 as we are currently redesigning the survey for more frequent distribution. During fiscal 2023, we reported~~ that 8588% of our employees completed our pulse survey. Inin ~~our~~ fiscal ~~2023~~2025. ~~survey,~~The wepulse ~~measured~~survey ~~fifteen~~results ~~principal~~are ~~factors~~grouped ~~and~~around ~~overall~~four ~~employee~~key ~~engagement~~themes: ~~was~~Employee ~~74%,~~Engagement; ~~in-line~~Leadership ~~with~~Effectiveness; ~~our~~Inclusion ~~results~~and ~~for~~Belonging; ~~the~~and ~~past~~Job ~~five~~and ~~years.~~Work Experience. The results indicate ~~that~~strong ~~the~~favorability ~~substantial~~in ~~majority~~each of ~~our~~these ~~people~~areas. ~~are committed to serving our Customers~~Moreover, ~~are~~this ~~proud~~initial topulse ~~work~~survey ~~for~~sets ~~STERIS,~~a ~~and~~baseline ~~have~~from ~~confidence~~which inwe ~~the~~can ~~stability~~track ofprogress ~~our~~over ~~business~~time.

WeCompensation ~~are committed to supporting the development of our people. Employees benefit from hands-on continuous improvement ("Lean") training, a web-based learning management system~~ and ~~STERIS University~~Benefits. InOur ~~addition,~~total werewards ~~provide~~offerings ~~biennial~~include ~~Code~~an ofarray ~~Conduct training and other key required training at all levels~~ of ~~the~~programs ~~Company. In~~to support our ~~manufacturing~~employees' ~~and~~financial, ~~service organizations~~physical, weand ~~provide~~mental ~~training for employees who do not have the necessary experience or background. This training is conducted through a combination of hands~~well-onbeing, ~~and~~including ~~module-based~~providing ~~training.~~competitive ~~Our~~salaries, ~~focus~~variable isperformance ~~on safety~~pay, ~~quality~~healthcare ~~and~~benefits, ~~consistency~~tuition inassistance, ~~approach~~paid ~~and~~time ~~outcome. As a Lean focused organization~~off, weannual ~~have~~merit ~~created standard work instructions for many processes~~increases, and ~~refresher~~incentive ~~courses~~plans ~~are~~based ~~offered~~on ~~regularly~~the ~~for~~national ~~existing~~norms ~~employees.~~of ~~Where possible, we look to provide cross-training for~~ employees' ~~looking~~location toof ~~expand their knowledge or grow into new roles~~employment. WeTotal ~~encourage~~employee ~~all~~compensation ~~employees~~is topresented ~~create~~in ~~individual development plans and provide~~ the ~~support~~table ~~to assist in that effort.~~below:

Compensation and Benefits. Our total rewards offerings include an array of programs to support our employees' financial, physical, and mental well-being, including providing competitive salaries, variable performance pay, healthcare benefits, tuition assistance, paid time off, annual merit increases, and incentive plans based on the national norms of employees' location of employment. Total employee compensation is presented in the table below, including costs associated with employees in the Dental segment, which is currently held for sale:


(dollars in thousands)	Fiscal 2025		Fiscal 2024
Wages and salaries	$	1,273,381	$	1,187,970
Commission and incentive plans	210,498		199,859
Social security costs	111,032		98,310
Share-based compensation expense	57,397		52,849
Pension and post-retirement benefits expense	43,631		38,492
Other, primarily employee benefits	154,605		140,684
Total employee costs	$	1,850,544	$	1,718,164

(in thousands)	Fiscal 2024		Fiscal 2023
Wages and salaries	$	1,274,522	$	1,172,234
Commission and incentive plans	211,342		154,840
Social security costs	106,585		91,653
Share-based compensation expense	56,535		38,951
Pension and post-retirement benefits expense	41,088		37,936
Other, primarily employee benefits	152,724		139,133
Total employee costs	$	1,842,796	$	1,634,747

QUALITY

We are subject to strict regulatory compliance and quality standards to ensure the safety and supply of our products and services. The quality and regulatory systems are broad in scope and designed to achieve quality from incoming materials through the design, development, manufacture, storage, handling and distribution of our products and delivery of services. To monitor compliance with these standards, internal and third-party assessments of our quality and regulatory systems are conducted. FDA conducts inspections of our manufacturing and contract sterilization facilities on a periodic basis to confirm compliance. In connection with an inspection, the FDA may initiate warning letters and/or consent decrees, which list conditions or practices that may indicate a violation of the FDA’s requirements. In fiscal 2025, STERIS did not receive any warning letters, seizures, or consent decrees. Additionally, STERIS had zero products listed in the FDA’s MedWatch Safety Alerts for Human Medical Products database.

We have in place processes to monitor and support compliance with product and service regulations worldwide, including design controls, product changes, labeling and advertising, marketing materials, good manufacturing practices, and adverse event reporting requirements. We take prompt action whenever we are alerted to regulatory or field-safety issues with a STERIS product. Following immediate assessment, we take corrective action, including voluntary product recalls, when

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~~QUALITY~~needed. We examine underlying issues and root cause and work to resolve these to avoid recurrence. STERIS had no Class I recalls in fiscal 2025, 2024 or 2023.

We are subject to strict regulatory compliance and quality standards to ensure the safety and supply of our products and services. The quality and regulatory systems are broad in scope and designed to achieve quality from incoming materials through the design, development, manufacture, storage, handling and distribution of our products and delivery of services. To monitor compliance with these standards, internal and third-party assessments of our quality and regulatory systems are conducted. FDA conducts inspections of our manufacturing and contract sterilization facilities on a periodic basis to confirm compliance. In connection with an inspection, the FDA may initiate warning letters and/or consent decrees, which list conditions or practices that may indicate a violation of the FDA’s requirements. In fiscal 2024, STERIS did not receive any warning letters, seizures, or consent decrees. Additionally, STERIS had zero products listed in the FDA’s MedWatch Safety Alerts for Human Medical Products database.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table presents certain information regarding our executive officers at March 31, 2025. All executive officers serve at the pleasure of the Board of Directors.

Name

Age

Position

Karen L. Burton

5657

Vice President and Chief Accounting Officer

Daniel A. Carestio

5152

President and CEO

Mary Clare Fraser

5354

Senior Vice President and Chief Human Resources Officer

Kenneth E. Kohler

6162

Senior Vice President and General Manager, AST

Julia K. Madsen

5960

Senior Vice President and General Manager, Life Sciences

Cary L. Majors

4950

Senior Vice President and President, Healthcare

Renato G. Tamaro

5556

Vice President and Corporate Treasurer

Michael J. Tokich

5556

Senior Vice President and Chief Financial Officer

Andrew Xilas

Senior Vice President and General Manager, Dental

J. Adam Zangerle

Senior Vice President, General Counsel, and Company Secretary

J. Adam Zangerle

Senior Vice President, General Counsel, and Company Secretary

The following discussion provides a summary of each executive officer's recent business experience through March 31, ~~2024~~2025:

Karen L. Burton serves as Vice President and Chief Accounting Officer. She assumed this role in January 2017. Previously, Ms. Burton also served as Controller from January 2017 until December 2023.

Daniel A. Carestio serves as President and CEO. He assumed this role in July 2021. From August 2018 to July 2021, he served as Senior Vice President and Chief Operating Officer. From February 2018 to August 2018, he served as Senior Vice President, Sterilization and Disinfection. From August 2015 to February 2018, he served as Senior Vice President, STERIS AST and Life Sciences.

Mary Clare Fraser serves as Senior Vice President and Chief Human Resources Officer. She assumed this role in May 2022. She joined STERIS in July 2020 as the Vice President and Chief Human Resources Officer. From February 2003 to July 2020, she held various positions with Parker-Hannifin Corporation, a global motion control technologies company, serving most recently from September 2019 to July 2020, as Vice President Human Resources of its Aerospace Group and from March 2017 to September 2019 as its Corporate Director of Human Resources.

Kenneth E. Kohler serves as Senior Vice President and General Manager, AST. He assumed this role in February 2024. Previously, Mr. Kohler served from November 2015 to February 2024 as Vice President and General Manager of AST Americas.

Julia K. Madsen serves as Senior Vice President and General Manager, Life Sciences. She assumed this role in July 2020. From August 2015 to July 2020, she served as Vice President and General Manager Life Sciences, Consumables.

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Cary L. Majors serves as Senior Vice President and President, Healthcare. He assumed this role in August 2022. From August 2019 to August 2022, he served as Senior Vice President, Americas Commercial Operations. From April 2014 to August 2019 he served as Vice President, North America Commercial Operations.

Renato G. Tamaro serves as Vice President and Corporate Treasurer. He assumed this role in August 2017. From March 2006 to July 2017, he served as Assistant Treasurer.

Michael J. Tokich serves as Senior Vice President and Chief Financial Officer. He assumed this role in August 2017. From February 2014 to July 2017, he served as Senior Vice President, Chief Financial Officer and Treasurer.

Andrew Xilas serves as Senior Vice President and General Manager, Dental. He assumed this role in June 2021. He joined HuFriedy Group (acquired by STERIS during fiscal 2022) in 1987, holding roles of increasing responsibility, which included a promotion to President, HuFriedy Group in January 2021.

J. Adam Zangerle serves as Senior Vice President, General Counsel, and Company Secretary. He assumed this role in July 2018. From July 2013 to July 2018, he served as Vice President, General Counsel, and Secretary.

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ITEM 1A.RISK FACTORS

This section describes certain risk factors that could affect our business, financial condition and results of operations. You should consider these risk factors when evaluating the forward-looking statements contained in this Annual Report on Form 10-K, because our actual results and financial condition might differ materially from those projected in the forward-looking statements should these risks occur. We face other risks besides those highlighted below. These other risks include additional uncertainties not presently known to us or that we currently believe are immaterial, but may ultimately have a significant impact. In addition, the impacts of ongoing geopolitical conflicts, ~~including the Russia-Ukraine and Israel-Hamas military conflicts, and the ongoing inflationary environment~~ may also exacerbate any of these risks, which could have a material effect on us. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Should any of these risks, described below or otherwise, actually occur, our business, financial condition, performance, prospects, value, or results of operations could be negatively affected.

LEGAL, REGULATORY AND TAX RISKS

Doing Business Internationally

Compliance with multiple, and potentially conflicting, international laws and regulations, import and export limitations, anti-corruption laws, and exchange controls may be difficult, burdensome or expensive.

We are subject to compliance with various laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. We are also subject to limitations on trade with persons in sanctioned countries. While our employees and agents are required to comply with these laws, we cannot assure you that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics.

Changes in economic climate may adversely affect us.

Adverse economic cycles or conditions, and Customer, regulatory or government responses to those cycles or conditions, have affected and could further affect our results of operations. The onset of these cycles or conditions may not be foreseeable and there can be no assurance when they will begin to improve after they occur. There also can be no assurance as to the strength or length of any recovery from a business downturn or recession. Credit and liquidity problems may make it difficult for some businesses to access credit markets and obtain financing and may cause some businesses to curtail spending to conserve cash in anticipation of persistent business slowdowns and liquidity needs. If our Customers have difficulty financing their purchases due to tight credit markets or related factors or because of other operational or utilization problems they may be experiencing or otherwise decide to curtail their purchases, our business could be adversely affected. Our exposure to bad debt losses could also increase if Customers are unable to pay for products previously ordered and delivered.

Some of our Customers are governmental entities or other entities that rely on government healthcare systems or government funding. If government funding for healthcare becomes limited or restricted in countries in which we operate, including as a result of the impacts of a pandemic or its residual effects, our Customers may be unable to pay their obligations on a timely basis or to make payment in full and it may become necessary to increase reserves. In addition, there can be no assurance that there will not be an increase in collection difficulties. Prospectively, additional adverse effects resulting from these conditions may include decreased healthcare utilization, further pricing pressure on our products and services, and/or weaker overall demand for our products and services, particularly capital products.

The effects of geopolitical instability, ~~including as a result of the Russia-Ukraine and Israel-Hamas military conflicts,~~ may adversely affect us and create significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable.

Ongoing geopolitical instability, ~~including as a result of the Russia-Ukraine and Israel-Hamas military conflicts,~~ has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising ~~energy costs~~inflation, volatility in capital markets and foreign currency exchange rates, rising interest rates, reduced consumer and Customer demand, economic slowdowns and recessions and heightened cybersecurity risks. The extent to which such geopolitical instability adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, ~~will~~may depend on future developments, ~~which~~that are highly uncertain and unpredictable. If geopolitical instability ~~adversely~~materially affects us, it may also have the effect of heightening other risks related to our business.

The Inpotential ~~response~~impacts toof ~~the~~such ~~military~~geopolitical ~~conflict~~instability ~~between~~include ~~Russia~~supply chain and ~~Ukraine~~logistics ~~that~~disruptions, ~~began~~financial impacts including volatility in ~~February~~foreign ~~2022~~exchange and interest rates, ~~the~~increased ~~United~~inflationary ~~States~~pressure on raw materials and energy, reduced consumer and Customer demand, economic slowdowns and recessions and other ~~North~~risks, ~~Atlantic~~including ~~Treaty~~an ~~Organization~~elevated ~~member~~risk ~~states~~of cybersecurity threats and the potential for new or further sanctions, astariffs ~~well~~or aschanges ~~non-member~~to ~~states~~international trade policy. For instance, the U.S. and other countries have announced ~~targeted~~changes, ~~economic~~and ~~sanctions~~planned changes, to international trade policy, including increasing tariffs on ~~Russia~~imports, and potentially renegotiating or terminating existing trade agreements. The international trade environment is highly dynamic, and such changes, and retaliatory responses thereto, continue to evolve. Tariffs, trade restrictions and other changes to international trade policies may result in increased production costs and product pricing, supply chain disruptions, limited access to end markets, lower profitability, increasing inability of consumers and Customers to pay, reduced consumer and Customer demand, economic slowdowns and recessions and uncertainty related to planning long-term ~~impact~~investments and strategies, and may have other competitive effects, each of which could have a material adverse effect on our business. We ~~resulting~~may ~~from~~also ~~the~~need ~~disruption~~to ofmake ~~trade~~material inchanges ~~the~~to ~~region~~our ~~caused~~global byproduction ~~the~~footprint ~~conflict~~and workforce, which could require significant capital expenditures and ~~associated~~could ~~sanctions~~result in asset impairments and ~~boycotts~~other ischarges, ~~uncertain~~including atrestructuring ~~this~~charges, ~~time~~any ~~due~~of towhich ~~the~~could ~~fluid~~be ~~nature~~material. The duration and scope of ~~the~~all ~~ongoing~~such ~~military~~changes ~~conflict~~that have been and ~~response.~~will ~~The~~ultimately ~~potential~~be ~~impacts~~implemented ~~include~~are ~~supply~~not ~~chain~~known at this time, and ~~logistics~~as ~~disruptions~~such, ~~financial~~any resulting impacts ~~including~~on ~~volatility~~our inbusiness ~~foreign~~are ~~exchange~~ uncertain.

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~~and~~Compliance ~~interest~~with ~~rates~~multiple, ~~increased inflationary pressure on raw materials~~ and ~~energy,~~potentially ~~and other risks~~conflicting, ~~including~~international anlaws ~~elevated risk of cybersecurity threats~~ and ~~the potential for further sanctions. We have stopped commercial operations in Russia and Belarus~~regulations, ~~which~~import ~~includes shipments to Customers~~ and ~~purchases~~export oflimitations, ~~cobalt~~anti-60corruption ~~from~~laws, ~~our~~and ~~Russian~~exchange ~~supplier.~~controls ~~A long-term disruption in cobalt-60 sourced from Russia~~ may ~~negatively~~be ~~impact~~difficult, ~~gamma~~burdensome ~~processing capacity~~ or ~~increase costs in certain portions of our AST operations~~expensive.

~~The~~We ~~COVID~~are subject to compliance with various laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-19bribery ~~pandemic~~laws, ~~disrupted~~which ~~our~~generally ~~operations~~prohibit companies and ~~could~~their ~~have~~intermediaries afrom ~~material~~making ~~adverse~~improper ~~effect~~payments to officials for the purpose of obtaining or retaining business. We are also subject to limitations on trade with persons in sanctioned countries. While our ~~business~~employees and ~~financial~~agents ~~condition~~are ifrequired ~~further~~to ~~significant~~comply ~~disruptions~~with ~~occur~~these laws, we cannot assure you that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics.

~~The~~Healthcare ~~COVID-19~~Policy ~~pandemic, along with the response to the pandemic by governmental~~ and other actors, disrupted our operations. We experienced temporary mandatory and voluntary facility closures in certain jurisdictions in which we operate and experienced less demand for certain of our products and services as a result of reduced volume of medical procedures, and other factors, which we believe was exacerbated by the impact of stay-at-home orders and government responses to COVID-19. Additionally, the COVID-19 outbreak caused disruptions and rising costs in our labor supply and supply chain and distribution network.Reimbursement

~~The~~Changes ~~impact~~in ofhealthcare ~~the~~policy ~~COVID-19~~or ~~pandemic~~government and ~~its~~other ~~residual~~third-party ~~effects~~payor ~~continues~~reimbursement tolevels ~~evolve and its ultimate duration, severity and disruption~~ to ~~our~~healthcare ~~business~~providers, ~~Customers~~or ~~and~~failure ~~supply chain, and the related financial impact~~ to ~~us,~~meet ~~cannot~~healthcare bereimbursement accurately forecasted at this time. For instance, the enduring effects of the COVID-19 pandemic may put pressure on overall spending for our products and services, and may cause our Customers to modify spending priorities or delay or abandon purchasing decisions. Moreover, because a large number of our employees have worked and are expected to continue to work from home routinely, we may be subject to increased vulnerability to cyber and other ~~information technology risks. We have modified~~requirements, ~~and~~might ~~may~~negatively ~~further~~impact ~~modify,~~ our business ~~practices in response to the risks and negative impacts associated with the COVID-19 pandemic~~. However, there can be no assurance that these measures will be temporary or successful. Furthermore, future public health crises are possible and could involve some or all of the risks discussed above.

~~Healthcare~~We ~~Laws~~sell many of our products and services to hospitals and other healthcare providers and pharmaceutical manufacturers. Many of these Customers are subject to or supported by government programs or receive reimbursement for services from third-party payors, such as government programs, including Medicare and Medicaid in the U.S., private insurance plans, and managed care programs. Reimbursement systems vary significantly by country. Government-managed healthcare systems control reimbursement for healthcare services in many countries. Public budgetary constraints or uncertainties, which may be exacerbated by public health crises, may significantly impact the ability of hospitals, pharmaceutical manufacturers, and other Customers supported by such systems to purchase our products. Government or other third-party payors may deny or change coverage, reduce their current levels of reimbursement for healthcare services, or otherwise implement measures to regulate pricing or contain costs. In addition, our costs may increase more rapidly than reimbursement levels or permissible pricing increases or we may not satisfy the standards or requirements for reimbursement.

~~Changes~~Various healthcare reform proposals have emerged and may in ~~healthcare~~the ~~laws~~future oremerge ~~government~~at the federal and ~~other~~state ~~third-party~~level, ~~payor~~and ~~reimbursement~~we ~~levels~~are unable to ~~healthcare~~predict ~~providers~~which, orif ~~failure~~any, toof ~~meet~~those ~~healthcare~~proposals ~~reimbursement~~will be enacted or ~~other~~the ~~requirements,~~level ~~might~~of ~~negatively~~government ~~impact~~funding ~~our~~of ~~business~~healthcare in any country in which we operate.

We sell many of our products and services to hospitals and other healthcare providers and pharmaceutical manufacturers. Many of these Customers are subject to or supported by government programs or receive reimbursement for services from third-party payors, such as government programs, including Medicare and Medicaid in the U.S., private insurance plans, and managed care programs. Reimbursement systems vary significantly by country. Government-managed healthcare systems control reimbursement for healthcare services in many countries. Public budgetary constraints may significantly impact the ability of hospitals, pharmaceutical manufacturers, and other Customers supported by such systems to purchase our products. Government or other third-party payors may deny or change coverage, reduce their current levels of reimbursement for healthcare services, or otherwise implement measures to regulate pricing or contain costs. In addition, our costs may increase more rapidly than reimbursement levels or permissible pricing increases or we may not satisfy the standards or requirements for reimbursement.

Various additional healthcare reform proposals have emerged at the federal and state level, and we are unable to predict which, if any, of those proposals will be enacted.

Product and Service Related Regulations and Claims

We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations. Failure to receive or maintain, or delays in receiving, clearance or approvals may negatively impact our revenues, profitability, financial condition, or value.

Our operations are subject to extensive regulation in the countries where we do business. In the ~~United States~~U.S., our products and services are regulated by the FDA and other regulatory authorities. In many foreign countries, sales of our products and services are subject to extensive regulations that may or may not be comparable to those of the FDA. In Europe, our products are regulated primarily by country and community regulations of those countries within the European Economic Area and must conform to the requirements of those authorities.

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Government regulation applies to nearly all aspects of testing, manufacturing, safety, labeling, storing, recordkeeping, reporting, promoting, distributing, and importing or exporting of medical devices, products, and services. In general, unless an exemption applies, a sterilization, decontamination or medical device or product or service must receive regulatory approval or clearance before it can be marketed or sold. Modifications to existing products or the marketing of new uses for existing products also may require regulatory approvals, approval supplements or clearances. If there are delays in and/or we are unable to obtain any required approvals, approval supplements or clearances for any modification to a previously cleared or approved device, we may be required to cease manufacturing and sale, or recall or restrict the use of such modified device, pay fines, or take other action until such time as appropriate clearance or approval is obtained. Any protraction or de-prioritization or delay in regulatory review could materially affect our ongoing device design, development, and commercialization plans.

Regulatory agencies may refuse to grant approval or clearance, or review and disagree with our interpretation of approvals or clearances, or with our decision that regulatory approval is not required or has been maintained. Regulatory submissions may require the provision of additional data and may be time consuming and costly, and their outcome is uncertain. Regulatory agencies may also change policies and procedures, change or reduce staff, adopt additional regulations, or revise existing regulations, each of which could prevent or delay approval or clearance of devices, or could impact our ability to market a previously cleared, approved, or unregulated device. Our failure to comply with the regulatory requirements of the FDA or other applicable regulatory requirements in the ~~United~~U.S. ~~States~~ or elsewhere might subject us to administratively or judicially imposed sanctions. These sanctions include, among others, warning letters, fines, civil penalties, criminal penalties, loss of tax benefits, injunctions, product seizure, recalls, suspensions or restrictions, re-labeling, detention, and/or debarment.

~~Our products are subject to recalls and restrictions, even after receiving United States or foreign regulatory clearance or approval.~~14

~~Ongoing~~Table medical device reporting regulations require that we report to appropriate governmental authorities in the United States and/or other countries when our products cause or contribute to a death or serious injury or malfunction in a way that would be reasonably likely to contribute to a death or serious injury if the malfunction were to reoccur. Governmental authorities can require product recalls or impose restrictions for product design, manufacturing, labeling, clearance, or other issues. For the same reasons, we may voluntarily elect to recall or restrict the use of a product. Any recall or restriction could divert managerial and financial resources and might harm our reputation among our Customers and other healthcare professionals who use or recommend our products and services. Contents

Our products are subject to recalls and restrictions, even after receiving U.S. or foreign regulatory clearance or approval.

Ongoing medical device reporting regulations require that we report to appropriate governmental authorities in the U.S. and/or other countries when our products cause or contribute to a death or serious injury or malfunction in a way that would be reasonably likely to contribute to a death or serious injury if the malfunction were to reoccur. Governmental authorities can require product recalls or impose restrictions for product design, manufacturing, labeling, clearance, or other issues. For the same reasons, we may voluntarily elect to recall or restrict the use of a product. Any recall or restriction could divert managerial and financial resources and might harm our reputation among our Customers and other healthcare professionals who use or recommend our products and services.

We may be adversely affected by product liability claims or other legal actions or regulatory or compliance matters.

We face an inherent business risk of exposure to product liability claims and other legal and regulatory actions. A significant increase in the number, severity, amount, or scope of these claims and actions may, as described above with respect to recalls and restrictions, result in substantial costs and harm our reputation or otherwise adversely affect product sales and our business. Product liability claims and other legal and regulatory actions may also distract management from other business responsibilities.

We are also subject to a variety of other types of claims, proceedings, investigations, and litigation initiated by government agencies or third parties and other potential risks and liabilities. These include compliance matters, product regulation or safety, taxes, employee benefit plans, employment discrimination, health and safety, environmental, antitrust, customs, import/export, government contract compliance, financial controls or reporting, intellectual property, allegations of misrepresentation, false claims or false statements, commercial claims, claims regarding promotion of our products and services, or other similar or different matters. Any such claims, proceedings, investigations or litigation, regardless of the merits, might result in substantial costs, restrictions on product use or sales, or otherwise negatively impact our business.

Administratively or judicially imposed or agreed sanctions might include warning letters, fines, civil penalties, criminal penalties, loss of tax benefits, injunctions, product seizure, recalls, suspensions or restrictions, re-labeling, detention, and/or debarment. We also might be required to take actions such as payment of substantial amounts, or revision of financial statements, or to take, or be subject to, the following types of actions with respect to our products, services, or business: redesign, re-label, restrict, or recall products; cease manufacturing and selling products; seizure of product inventory; comply with a court injunction restricting or prohibiting further marketing and sale of products or services; comply with a consent decree, which could result in further regulatory constraints; dedication of significant internal and external resources and costs to respond to and comply with legal and regulatory issues and constraints; respond to claims, litigation, and other proceedings brought by Customers, users, governmental agencies, and others; disruption of product improvements and product launches; discontinuation of certain product lines or services; or other restrictions or limitations on product sales, use or operation, or other activities or business practices.

Some product replacements or substitutions may not be possible or may be prohibitively costly or time consuming. The impact of any legal, regulatory, or compliance claims, proceeding, investigation, or litigation, is difficult to predict.

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We maintain product liability and other insurance with coverages believed to be adequate. However, product liability or other claims may exceed insurance coverage limits, fines, penalties and regulatory sanctions may not be covered by insurance, or insurance may not continue to be available or available on commercially reasonable terms. Additionally, our insurers might deny claim coverage for valid or other reasons or may become insolvent.

Our business and financial condition could be adversely affected by difficulties in acquiring or maintaining a proprietary intellectual ownership position.

To maintain our competitive position for our products, we need to obtain patent or other proprietary rights for new and improved products and to maintain and enforce our existing patents and other proprietary rights. We typically apply for patents in the ~~United~~U.S. ~~States~~ and in strategic other countries. We may also acquire patents through acquisitions. We may encounter difficulties in obtaining or protecting patents.

We rely on a combination of patents, trademarks, trade secrets, know-how, and confidentiality agreements to protect the proprietary aspects of our technology. These measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information. Litigation may be necessary to enforce or defend our intellectual property rights, to protect our trade secrets, and to determine the validity and scope of our proprietary rights. Litigation may also be brought against us claiming that we have violated the intellectual property rights of others. Litigation may be costly and may divert management’s attention from other matters. Additionally, in some foreign countries with weaker intellectual property rights, it may be difficult to maintain and enforce patents and other proprietary rights or defend against claims of infringement.

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Tax Risks

We might be adversely impacted by tax legislation or challenges to our tax positions.

We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell products or services. Tax laws might change in ways that adversely affect our tax positions, effective tax rate and cash flow. The tax laws are extremely complex and subject to varying interpretations. We are subject to tax examinations in various jurisdictions that might assess additional tax liabilities against us. Our tax reporting positions might be challenged by relevant tax authorities, we might incur significant expense in our efforts to defend those challenges, and we might be unsuccessful in those efforts. Developments in examinations and challenges might materially change our provision for taxes in the affected periods and might differ materially from our historical tax accruals. Any of these risks might have a materially adverse impact on our business operations, our cash flows and our financial position or results of operations.

Current economic and political conditions make tax rules in any jurisdiction subject to significant change.

The U.S. Tax Cuts and Jobs Act (the “TCJA”) was signed into law on December 22, 2017. Guidance continues to be issued clarifying the application of this ~~new~~ legislation and ~~new~~ changes have been proposed, and in many instances finalized, with respect to a number of income tax provisions (including foreign tax credit regulations) in the U.S. that could increase our total tax expense. In addition, beginning January 1, 2022, the limitation on deductibility of interest expense, which generally limits a deduction for interest expense to 30% of taxable income (subject to certain adjustments), must be determined by reducing taxable income by depreciation and amortization deductions, which may limit our ability to deduct interest expense in the future. We cannot predict the overall impact that the additional guidance and recent changes may have on our business. ~~Some~~In addition, due to the expiration of many provisions of the TCJA at the end of 2025, the U.S. may experience a significant amount of changes to the tax rules impacting U.S. corporations. Such developments may further affect our income tax liability in the U.S. and, as a consequence, our effective tax rate. Furthermore, some non-U.S. jurisdictions have raised tax rates, and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications in reaction to the ~~implementation~~current provisions of the TCJA, ~~current~~potential ~~economic~~future ~~conditions~~modifications or repeal of certain provisions of the TCJA, and ~~COVID-19~~other ~~response~~current ~~costs~~economic conditions.

In August 2022, ~~President Biden signed~~ the Inflation Reduction Act (the “IRA”) was signed into law. One of the provisions in the IRA added a corporate alternative minimum tax (“CAMT”) to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), beginning for fiscal years 2023. IfWe ~~income~~do ~~tax~~not ~~liability~~expect into ~~the~~be ~~U.S.~~subject isto ~~lower than~~ the ~~income~~CAMT ~~tax~~regime ~~liability~~for ~~calculated~~fiscal ~~under~~years ~~the~~through ~~CAMT~~2025. ~~provisions~~However, weif ~~will be subject to additional income taxes~~ in the ~~United~~future ~~States.~~we Inbecome ~~addition,~~subject ~~the~~to ~~IRS~~CAMT, ~~added~~then ~~excise~~if ~~tax~~our onregular ~~certain~~income ~~stock buybacks by publicly traded corporations. Even though the excise~~ tax ~~mostly~~liability ~~impacts publicly traded companies organized~~ in the U.S., ~~under~~is ~~certain~~lower ~~circumstances,~~than the ~~excise~~income tax ~~may~~liability becalculated ~~imposed~~under onthe ~~stock~~CAMT ~~buybacks~~provisions, bywe awill ~~non-U.S.~~be ~~based~~subject ~~publicly~~to ~~traded~~additional ~~company~~income ~~like~~taxes ~~us.~~in the U.S.

In addition, further changes in the tax laws of other jurisdictions will likely arise, including as a result of the base erosion and profit shifting ("BEPS") project undertaken by the Organization for Economic Cooperation and Development ("OECD"). The OECD, which represents a coalition of member countries, has issued recommendations that, in some cases, would make substantial changes to numerous long-standing tax positions and principles. Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws (a/k/a GloBE or Pillar Two) in the EU member countries, in most cases beginning in fiscal year 2024. ~~Many~~Most ~~other~~EU member countries and many non-EU member countries ~~agreed~~have toalready ~~adopt~~adopted ~~GloBE~~local ~~between~~legislation ~~fiscal~~based ~~years~~on ~~2024~~GloBE ~~and~~Model ~~2025~~Rules. ~~The~~Some of the countries that have not yet adopted GloBE ~~rules,~~are ~~once~~expected ~~implemented~~to do so in the EUnear ~~and~~future. ~~other~~The ~~jurisdictions,~~GloBE rules could subject us to additional income taxes in ~~those~~the jurisdictions that adopted GloBE if our effective corporate tax rate in those jurisdictions (determined under the GloBE rules) is below 15%. Accordingly, the GloBE rules could increase tax uncertainty and adversely impact our provision for income taxes. In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction. These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions who adopt the GloBE rules. OECD continues to issue guidance under GloBE which could result in amendments and modifications of the local GloBE rules and further uncertainty of GloBE’s impact on our income tax expense.

17Our effective tax rate is uncertain and may vary from expectations, which could have a material impact on our results of operations and earnings per share.

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provision for income taxes. In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction. These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions who adopt the GloBE rules.

Our tax rate is uncertain and may vary from expectations, which could have a material impact on our results of operations and earnings per share.

There can be no assurance that we will be able to maintain any particular worldwide effective corporate tax rate. We cannot give any assurance as to what our effective tax rate will be in the future because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which we and our affiliates operate. Our actual effective tax rate may vary from our expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on us and our affiliates. In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT may adversely impact our effective corporate tax rate.

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Changes in tax treaties and trade agreements could negatively impact our costs, results of operations and earnings per share.

Legislative and regulatory action may be taken in the U.S. which, if ultimately adopted, could override or otherwise adversely impact tax treaties upon which we rely or broaden the circumstances under which STERIS plc would be considered a U.S. resident, each of which could materially and adversely affect our tax obligations. We cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals ~~were~~are adopted that ~~had~~have the effect of disregarding our organization in Ireland or limiting our ability as an Irish company to take advantage of tax treaties with the U.S., we could be subject to increased taxation and/or potentially significant expense.

On June 7, 2017, several countries, including many countries ~~that~~in which we operate and have subsidiaries in, adopted the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements. The MLI came into ~~affect~~effect on July 1, 2018. The MLI may modify effected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of affected tax treaties could eventually be significant. To date, more than 100 jurisdictions have joined the BEPS MLI, out of which most jurisdictions have ratified, accepted, or approved the MLI, and it covers around 1,~~850~~950 bilateral tax treaties worldwide. Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature. As a result, our income may be taxed in jurisdictions where it is not currently taxed and at higher rates than it is currently taxed, which may increase our effective tax rate.

Existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws and regulations or policies governing the terms of foreign trade, and in particular, increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products could have a material adverse impact on our business and financial results.

~~Proposed~~Legislation ~~legislation~~ relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business.

Various U.S. federal and state legislative proposals that would deny governmental contracts to redomiciled companies may, and future proposals could, adversely affect us if adopted into law. We are unable to predict the likelihood that any such proposed legislation might become law, the nature of regulations that may be promulgated under any future legislative enactments, or the effect such enactments or increased regulatory scrutiny could have on our business.

The U.S. Internal Revenue Service (the “IRS”) may not agree that we are a non-U.S. corporation for U.S. federal tax purposes.

Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the Code (“Section 7874”). For U.S. federal tax purposes, a company generally is considered to be a tax resident in the jurisdiction of its organization. Because we are organized under the laws of Ireland, we would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes. The rules under Section 7874 are complex, but as a general matter, a foreign corporation is treated as a U.S. corporation if the foreign corporation acquires stock in or assets of a U.S. corporation (or a U.S. partnership) whereas, by reason of such acquisition, the former shareholders of the U.S. corporation (or the former partners of the U.S. partnership) own at least 80% (by vote or value) of the stock in the foreign corporation.

If we were to be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability. Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders. For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Irish tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations.

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ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders. For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Ireland tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations.

BUSINESS AND OPERATIONAL RISKS

Our ~~businesses~~business ~~are~~environment is highly competitive, and if we fail to compete successfully, our revenues and results of operations may be ~~hurt~~negatively impacted.

We operate in a highly competitive ~~global~~ environment. Our businesses compete with other broad-line manufacturers, as well as many smaller businesses specializing in particular products or services, primarily on the basis of brand, design, quality, safety, ease of use, serviceability, price, product features, warranty, delivery, service, and technical support. We face increased competition from new infection prevention, sterile processing, contamination control, surgical support, cleaning consumables, gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market. Competitors and potential competitors also are attempting to develop alternate technologies and sterilizing agents, as well as disposable medical instruments and other devices designed to address the risk of contamination.

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gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market. Competitors and potential competitors also are attempting to develop alternate technologies and sterilizing agents, as well as disposable medical instruments and other devices designed to address the risk of contamination.

Consolidations among our healthcare and pharmaceutical Customers may result in a loss of Customers or more significant pricing pressures.

A number of our Customers have consolidated. These consolidations are due in part to healthcare cost reduction measures initiated by competitive pressures as well as legislators, regulators and third-party payors. This may result in greater pricing pressures on us and in some cases loss of Customers. Furthermore, consolidation in healthcare may continue, including as a result of trends regarding increasing vertical integration and corporate ownership. Additional consolidations could result in a loss of Customers or more significant pricing pressures.

Supply chain disruption might increase our production costs, limit our production capabilities or curtail our operations.

We purchase raw materials, fabricated and other components, and energy supplies from a variety of suppliers. Key raw materials include stainless steel, organic and inorganic chemicals, fuel, cobalt-60 and EO, and key components include plastic components, as well as various electronics including control boards and computer chips. The availability and prices of raw materials and energy supplies are subject to volatility and are influenced by worldwide economic conditions, speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, and other factors. In addition, administrations in the U.S. and other countries have recently announced plans to implement or increase tariffs, and it remains unclear what the ultimate outcome of these policy changes will be on our supply chains. Also, certain of our key materials and components have a limited number of suppliers., ~~Some~~and some are single-sourced in certain regions of the world, such as cobalt-60 and EO, which are necessary tofor our AST operations. ~~Changes~~Given inthe ~~regulatory~~limited ~~requirements~~number ~~regarding~~of ~~the~~suppliers ~~use~~for ofsuch materials, orthey ~~the~~may become subject to supply shortages or unavailability or ~~short~~increasing ~~supply~~prices ofwhich could have a negative impact on our operations. Further, changes in regulatory requirements regarding the use of these ~~products~~materials might disrupt or cause shutdowns of portions of our AST operations or have other adverse consequences. Shortages in supply, increased regulatory or security requirements, or increases in the price of any of the raw materials, components and energy supplies ~~may~~used ~~adversely~~in ~~affect us. In response to the active Russia-Ukraine military conflict, we have stopped purchasing cobalt-60 from~~ our ~~Russian~~operations ~~supplier. A long-term disruption in cobalt-60 sourced from Russia~~ may ~~negatively~~adversely ~~impact~~affect ~~gamma processing capacity or increase costs in certain portions of our AST operations~~us.

Our operations, and those of our suppliers, are subject to a variety of business continuity hazards and risks, any of which could interrupt production or operations or otherwise adversely affect our performance, results, or value.

Business continuity hazards and other risks include: explosions, fires, earthquakes, public health crises, extreme weather conditions, and other disasters, including those associated with climate change; disruptions of supply chains, or distribution for certain products or commodities; utility or other mechanical failures; unscheduled downtime; labor difficulties; inability to obtain or maintain any required licenses or permits; disruption of communications; data security, preservation and redundancy disruptions; inability to hire or retain key management or employees; ~~disruption of supply or distribution;~~ and regulation of the safety, security or other aspects of our operations.

The occurrence of these types of events has disrupted and may in the future disrupt or shut down operations, or otherwise adversely impact the production or profitability of a particular facility, or our operations as a whole. These events also might cause personal injury, ~~and~~ loss of life, and other social and human effects (such as population dislocations), compliance costs and transition risks (such as regulatory or technology changes) or severe damage to or destruction of ~~property~~inventory, equipment, and ~~equipment~~other property, and for injuries occurring at our facilities or as a result of actions of our employees, result in liability claims against us. Although we maintain property and casualty insurance and liability and similar insurance of the types and in the amounts that we believe are ~~customary~~appropriate for our ~~industries~~business, there can be no assurance that we will be able to continue our insurance ~~coverages~~with ~~have~~acceptable terms, conditions or limits ~~and~~or wethat ~~are~~our ~~not~~insurance ~~fully~~policies ~~insured~~will provide adequate protection against all potential ~~hazards~~significant ~~and~~ risks ~~incident~~and ~~to our business~~liabilities.

Expectations relating to ~~Corporate~~corporate ~~Responsibility~~responsibility considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Many governments, regulators, investors, employees, Customers and other stakeholders ~~are~~continue ~~increasingly~~to be focused on ~~ESG~~corporate ~~considerations relating to businesses~~responsibility, including policies regarding climate change and greenhouse gas emissions. Other stakeholders, ~~human~~including ~~capital~~governments and ~~diversity~~regulators, have expressed concerns about businesses' social commitments and sustainability goals. Responding to these considerations involves risks and uncertainties, requires significant investments and is impacted by factors that may be outside our control. In addition, some stakeholders may disagree with our priorities, statements and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where corporate focus should be placed, including differing or conflicting views of regulators or elected officials in the various jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international laws and regulations or meet evolving and varied stakeholder

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~~equity~~expectations and ~~inclusion.~~standards Wecould ~~make~~result statements about our ESG priorities and initiatives through information provided on our website, press statements and other communications. Responding to these ESG considerations and implementation of these laws, regulations and other initiatives involves risks and uncertainties, requires significant investments and is impacted by factors that may be outside our control. In addition, some stakeholders may disagree with our priorities and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in ~~various~~advocacy ~~jurisdictions~~group incampaigns ~~which we operate. Any failure,~~ or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us that could materially adversely affect our business, reputation, results of operations, financial condition and stock price.

~~As we continue to focus on developing our ESG practices, such practices may not meet the standards of all of our stakeholders and advocacy groups may campaign for further changes.~~ Many of our Customers are also committing to, and may become subject to legal or regulatory requirements with respect to, long-term targets to reduce greenhouse gas emissions within their supply chains and associated emissions reporting. If we are unable to support Customers in fulfilling these obligations or achieving reductions, we may lose revenue if our Customers find other suppliers who are better able to support such efforts. A failure, or perceived failure, to respond to expectations of all key stakeholders could cause harm to our business and reputation and have a negative impact on the market price of our ordinary shares. Further, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on ~~ESG~~social ~~matters~~and environmental disclosures and commitments. Such ratings are used by some investors to inform their investment or voting decisions. Unfavorable ~~ESG~~ ratings could lead to negative investor sentiment toward us and/or our industry, which could have a negative impact on our access to and costs of capital.

We may be adversely affected by global climate change or by existing and future legal, regulatory or market responses to such change.

The long-term effects of climate change are difficult to assess and predict. The impacts may include ~~physical risks (such as rising sea levels or frequency and severity of extreme weather conditions),~~ social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes) and ~~other adverse effects~~others. The effects could impair, for example, the availability and cost of ~~certain products, commodities and~~ energy (including utilities), ~~which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities~~ and ~~levels~~ we ~~require. We~~ may bear losses as a result of, for example, physical damage to or destruction of our facilities (such as distribution or fulfillment centers), loss or spoilage of inventory, and business interruption due to weather events that may be attributable to climate change, which could materially and adversely affect our business operations, financial position or results of operation.

~~There~~The ~~has~~regulations ~~also~~surrounding ~~been an increased focus from regulators and stakeholders on~~ greenhouse gas emissions ~~and~~disclosures ~~climate-related risks. Both the standard setting~~ and ~~regulatory~~sustainability ~~landscapes~~reporting ~~are~~have ~~extremely~~also ~~complex~~continued ~~and~~to ~~present~~evolve, ~~significant~~with compliance ~~challenges.~~requirements ~~Many~~varying ~~different~~by ~~organizations~~jurisdiction. ~~are~~Governments, ~~promulgating~~regulatory ~~reporting~~bodies ~~standards~~ and ~~rules~~other ~~that~~stakeholders ~~focus~~vary onin ~~addressing~~their ~~greenhouse~~support ~~gas~~of ~~emissions~~or ~~and~~opposition ~~climate-related~~to ~~topics.~~sustainability Inand ~~March~~environmental ~~2024,~~matters ~~the~~in ~~SEC~~different ~~adopted~~jurisdictions ~~its~~in ~~final~~which ~~rule,~~we ~~“The Enhancement and Standardization of Climate-Related Disclosures for Investors~~operate,” which ~~sets~~can ~~forth~~lead ~~certain~~to ~~prescriptive~~rapid ~~rules~~shifts ~~that~~in ~~would significantly increase our~~ reporting obligations and ~~cost~~differing ofobligations ~~compliance.~~across ~~Subsequently,~~these ~~the~~jurisdictions. ~~SEC~~Both ~~voluntarily stayed~~ the ~~implementation~~standard ofsetting ~~such~~and ~~rules~~regulatory ~~pending~~landscapes ~~the~~are ~~completion~~also ofextremely ~~judicial~~complex ~~review~~and bypresent ~~the~~significant ~~Court~~compliance ~~of Appeals for the Eighth Circuit,~~ and itcommunication ischallenges ~~unclear whether the final rules will be implemented~~ in ~~whole,~~light inof ~~part~~these oruncertain atand ~~all. On~~varied ~~January~~approaches 5,to ~~2023,~~greenhouse ~~the~~gas ~~European~~emissions ~~Commission’s~~disclosures ~~Corporate~~and ~~Sustainability~~sustainability ~~Reporting Directive (“CSRD”) became effective~~reporting. ~~The~~If ~~CSRD~~our ~~expands~~greenhouse ~~the~~gas ~~number of companies required to publicly report ESG~~emissions-related ~~information~~data, ~~defines~~processes ~~the~~or ~~ESG-related~~reporting ~~information~~are ~~that~~incomplete ~~companies~~or ~~are~~inaccurate, ~~required~~or toif ~~disclose~~we infail ~~accordance~~to comply with ~~European~~relevant ~~Sustainability~~reporting ~~Reporting~~frameworks ~~Standards~~from ~~(“ESRS”)~~existing ~~and~~or ~~imposes~~newly ~~additional~~emerging ~~assurance~~regulations, ~~obligations~~we ~~with~~may ~~respect~~incur tomonetary ~~such~~penalties ~~disclosures.~~and ~~While~~reputational ~~CSRD~~harm, ~~rules~~investor ~~are~~demand ~~prescriptive~~ for ~~the~~our ~~types~~securities ofcould ~~data~~decrease, toor bewe ~~reported,~~could ~~the~~become ~~standards~~subject to ~~quantify~~litigation ~~and~~or ~~qualify~~governmental ~~such~~investigations, ~~data~~any ~~are~~of ~~still~~which ~~developing~~may ~~and~~have ~~uncertain,~~a ~~and~~material ~~may~~adverse ~~impose~~effect ~~increased costs~~ on ~~us related to complying with~~ our ~~reporting~~financial ~~obligations~~condition and ~~increase~~results ~~risks~~ of ~~non-compliance with ESRS and the CSRD~~operations.

~~Our~~For ~~operations~~example, on January 5, 2023, the CSRD became effective. The CSRD expands the number of companies required to publicly report ESG-related information, defines the ESG-related information that companies are ~~subject~~required to ~~regulations~~disclose in accordance with ESRS and ~~permitting,~~imposes ~~which~~additional ~~may~~assurance beobligations ~~changed~~with orrespect ~~amended~~to bysuch disclosures. While CSRD rules are prescriptive for the ~~relevant~~types ~~authorities~~of data to be reported, the methodology for quantifying and ~~which~~qualifying such data are still developing and uncertain and may ~~limit~~impose orincreased ~~eliminate~~costs on us related to complying with our ~~current~~reporting ~~operations~~obligations orand increase risks of non-compliance with ESRS and the ~~complexity~~CSRD. In addition, ~~burden~~there is currently uncertainty surrounding the requirements to publish ESG-related information under the CSRD and the content requirements of such report under the ESRS. On February 26, or2025, ~~expense~~the European Commission proposed an “Omnibus” reform law that would delay application of ~~compliance~~the ~~and~~CSRD ~~regulated~~by ~~materials~~two oryears ~~processes~~(so-called “stop the clock”) and that weproposes ~~use~~reducing the number of reporting requirements under the ESRS. On April 17, 2025, the "stop the clock" delay became effective at the EU level, and EU member states have until December 31, 2025 to transpose the delay into national law. However, the balance of the changes to the CSRD proposed as part of the Omnibus package need to progress through the European Union's legislative process and require political approval. Responses from the European Union member countries have been varied, and there is uncertainty as to when and how the CSRD may be changed in ~~our~~light ~~operations~~of these proposals; however, Irish officials have expressed support for the proposed changes and further pledged to amend existing Irish legislation to clarify and reduce the scope of companies covered. These changes, and any other new or pending legal or regulatory matters, may ~~become~~result in the ~~focus~~expenditure of ~~litigation~~additional resources or costs to comply with such requirements, which could affect our financial condition, results of operations or cash flows.

Our ~~AST~~operations ~~segment~~are issubject ato ~~technology-neutral~~regulations ~~contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 50 contract sterilization~~ and ~~laboratory~~permitting, ~~facilities.~~which ~~One~~may ofbe ~~the~~changed ~~modalities~~or ~~offered~~amended by ~~our AST operations is EO sterilization. In~~ the ~~United~~relevant ~~States~~authorities, ~~several regulators, including the EPA, FDA,~~ and ~~agencies~~which atmay ~~the~~limit ~~state~~or ~~and~~eliminate ~~local~~our ~~level,~~current ~~play~~operations aor ~~role~~increase ~~in regulating~~ the ~~use~~complexity, ~~of EO sterilization. In 2016~~burden, ~~the EPA changed the cancer risk basis for EO and determined that EO is carcinogenic to humans. Announcements of the temporary~~ or ~~permanent~~expense ~~closure~~ of EOcompliance, ~~sterilization facilities operated by others have been associated with state~~ and~~/or~~ ~~local~~regulated ~~regulatory~~materials or ~~other~~processes ~~legal~~that ~~action~~we ~~related~~use toin EOour ~~emissions at those facilities. Our AST~~ operations ~~have~~may ~~taken~~become ~~and~~the ~~will~~focus ~~continue~~of ~~to take measures to comply~~ litigation.

20Our AST segment is a technology-neutral contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 60 contract sterilization and laboratory facilities. One of the modalities offered by our AST operations is EO sterilization. In the U.S., several regulators, including the EPA, FDA, and agencies at the state and local level, play a role in regulating the use of EO sterilization. In 2016, the EPA changed the cancer risk basis for EO and determined that EO is carcinogenic to humans. Announcements of the temporary or permanent closure of EO sterilization facilities operated by others have been associated with state and/or local regulatory or other legal action related to EO emissions at those facilities. Our AST operations have taken and will continue to take measures to comply with all applicable emissions regulations and to reduce emissions. However, no assurance can be given that current or future legislative

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~~with all applicable emissions regulations and to reduce emissions. However, no assurance can be given that current~~ or ~~future legislative or~~ regulatory action, or current or future litigation to which we are or may become a party, will not significantly ~~increase~~affect the costs of conducting our EO contract sterilization operations or ~~curtail~~impact ~~or eliminate~~ the use of EO in our contract sterilization operations. A significant reduction in our EO contract sterilization activities may have a material adverse effect on our financial condition and results of operations. Further, we could be liable for material damages and fines as a result of legislative or regulatory action or litigation, and any liability could exceed our insurance and indemnification coverage, if any, and have a material adverse effect on our financial condition. Additionally, for many medical devices, EO sterilization may be the only current method of sterilization that effectively sterilizes and does not damage the device during the sterilization process. In the event of regulatory, legislative, or legal action that curtails or eliminates EO sterilization, there could be a shortage of medical devices and consequently a decline in surgical procedures. A decline in surgical procedures could result in a decline in demand for the products and services provided by our Healthcare business, which may have a material adverse effect on our financial condition and results of operations.

Our EO sterilization operations subject us to claims of liability and associated adverse effects.

Some current or past operators of EO sterilization facilities, including us, have been the target of litigation on behalf of private plaintiffs alleging personal and other injuries as a result of exposure to emissions from such facilities and have experienced adverse judgments and entered into settlements. These developments, as well as other publicity related to EO litigation or regulatory activity, may increase the likelihood that we will continue to be subject to these claims or that we will be subject to more claims on behalf of similar plaintiffs in the future. Although we believe we have valid defenses to such claims, there can be no assurance that we will prevail on the merits, as the outcome of trials before juries and other aspects of litigation can be highly unpredictable.

~~The~~Although ~~financial~~we ~~impact~~believe ofwe ~~litigation,~~have ~~particularly~~valid ~~mass~~defenses ~~tort~~to ~~action~~such ~~lawsuits~~claims, isthere ~~also~~can ~~difficult~~be tono ~~predict~~assurance ~~and~~that awe ~~judgment~~will ~~entered~~prevail oron ~~settlement~~the ~~reached~~merits, inas ~~one~~the ~~case~~outcome ~~is not representative~~ of ~~the~~trials ~~outcome~~before ofjuries and other ~~comparable~~aspects ~~cases.~~of ~~Regardless~~litigation ofcan ~~the~~be ~~merits~~highly ofunpredictable, ~~the~~and, ~~claims~~as ata ~~issue~~result, orwe ~~the~~have ~~ultimate~~chosen ~~outcome~~to ofpursue a ~~case,~~settlement ~~any~~process ~~litigation~~with ~~related~~respect to ~~our~~pending EOcases ~~operations~~in ~~could~~Illinois. beIn ~~costly~~March 2025, we agreed to ~~defend,~~pay ~~could~~up ~~result~~to inapproximately an$48.2 ~~increase~~million to resolve substantially all of ~~our~~the ~~insurance~~claims ~~premiums,~~for ~~and~~personal ~~could~~injury ~~exhaust~~against ~~available~~a ~~insurance~~subsidiary ~~coverage.~~related ~~Furthermore,~~to ~~defense~~EO ofexposure ~~litigation~~that ~~may~~are ~~result~~pending in ~~diversion~~the Circuit Court of ~~management~~Cook ~~attention~~County, ~~from~~Illinois. Please ~~other~~refer ~~priorities,~~to ~~which~~Note ~~could~~12 ~~have~~to aour ~~material~~consolidated ~~adverse~~financial ~~effect~~statements titled “Commitments and Contingencies” for further information.

IfThe ~~our~~financial ~~continuing~~impact ~~efforts~~of litigation, particularly mass tort action lawsuits, is also difficult to ~~create~~predict and a ~~Lean~~judgment ~~business~~entered ~~and~~or settlement reached in~~-source~~ ~~production~~one tocase ~~reduce~~or ~~costs~~group ~~are~~of cases is not ~~successful~~necessarily representative of the outcome of other comparable cases. Regardless of the merits of the claims at issue or the ultimate outcome of cases, any future litigation related to our ~~profitability~~EO operations may be ~~hurt~~costly orto defend, could result in an increase of our ~~business~~insurance ~~otherwise~~premiums, ~~might~~reduction beof ~~adversely~~limits ~~affected~~and terms and could exhaust available insurance coverage. Defense of litigation may also result in diversion of management attention from other priorities, which could have a material adverse effect on our financial condition and results of operations.

WeIf ~~have~~our ~~undertaken~~continuing ~~various~~efforts ~~activities~~ to ~~incorporate~~create a Lean ~~concepts~~business and ~~practices to more efficiently operate our business, including~~ in-~~sourcing. We continue to look for opportunities to in-~~source production ~~that~~to isreduce ~~currently~~costs ~~provided~~are bynot ~~third~~successful, ~~parties.~~our ~~These~~profitability ~~activities~~ may ~~not~~be ~~produce~~negatively ~~the~~impacted ~~full efficiencies and cost reduction benefits that we expect~~ or ~~efficiencies~~our ~~and~~business ~~benefits~~otherwise might be ~~delayed.~~adversely ~~Implementation costs also might exceed expectations~~affected. ~~Increases in costs of doing business may have a material adverse effect on our financial condition and results of operations.~~

We have undertaken various activities to incorporate Lean concepts and practices to more efficiently operate our business, including in-sourcing. We continue to look for opportunities to in-source production that is currently provided by third parties. These activities may not produce the full efficiencies and cost reduction benefits that we expect, or efficiencies and benefits might be delayed. Implementing these activities can be complex and time-consuming, and anticipated initial costs may exceed expectations. The failure to realize such efficiencies and cost reduction benefits, or increases in the costs of doing business related to in-sourced production, could adversely impact our financial condition and results of operations.

A pandemic or similar public health crisis could have a material adverse impact on our ability to staff our operations.

As supplier to Healthcare and Life Sciences Customers, we fell within a “critical infrastructure” sector, and were also considered an essential business and therefore were exempt under various stay-at -home/shelter-in-place orders associated with COVID-19. These exemptions, however, may not be available in another pandemic or similar health crisis and there can be no assurance that in such a crisis, we will be able to operate in the same manner. While we believe that we have developed appropriate measures to ~~ensure~~protect the health and well-being of our employees ~~for~~in the event of future health crises, there can be no assurances that our measures will be sufficient to protect our employees in our workplace or that they may not otherwise be exposed to an illness outside of our workplace. If a large or otherwise impactful number of our employees, including key employees, become ill, incapacitated or are otherwise unable or unwilling to continue working during ~~the current or~~ any future health crises, our operations may be adversely impacted. Furthermore, restrictive measures implemented by us or governmental entities in response to a future pandemic or similar public health crisis could adversely impact our ability to hire and retain employees. Any failure to staff our operations resulting from an emergent public health crisis could adversely impact our financial condition and results of operations.

Our business and results of operations may be adversely affected if we are unable to recruit and retain qualified management and other personnel ~~or other compliance matters adversely impact our personnel~~.

Our continued success depends, in large part, on our ability to hire and retain highly qualified people, and if we are unable to do so, our business and operations may be impaired or disrupted. Labor market conditions, ~~particularly in the United States,~~ are challenging., ~~The~~and the shortage of highly qualified people has led to increased competition~~, which has led to higher costs and other labor-related difficulties~~. There is no assurance that we will be successful in attracting ~~or retaining~~ replacements to fill vacant positions, retaining successors to fill retirements or employees moving to new positions, or ~~other~~otherwise ~~highly~~retaining qualified personnel. In addition, the increasing complexity of legal, regulatory orand compliance matters ~~create significant distraction or diversion of significant or unanticipated resources or attention that could~~ have ~~a material adverse effect on the responsibilities and retention of qualified employees.~~

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Wecreated ~~could~~additional ~~experience~~responsibilities afor ~~failure~~our ofmanagement aand ~~key~~other ~~information~~personnel ~~technology~~and ~~system,~~can ~~process~~create orsignificant ~~site~~distraction or adiversion ~~breach~~ of ~~information~~their ~~security~~attention, ~~including~~which acould ~~cybersecurity~~have ~~breach~~a ormaterial ~~failure~~adverse ofeffect ~~one~~on orour ~~more~~ability ~~key~~to ~~information~~attract ~~technology~~and ~~systems,~~retain ~~networks,~~such ~~processes, associated sites or service providers~~personnel.

We ~~rely~~could ~~extensively~~experience ona ~~information~~failure ~~technology~~of (“IT”) systems to conduct business, including but not limited to interacting with Customers and suppliers, fulfilling orders, generating invoices, collecting and making payments, shipping products, providing Customer support, and fulfilling contractual obligations. In addition, we rely on networks and services, including internet sites, cloud and software-as-a~~-service~~ ~~solutions,~~key ~~data~~information ~~hosting,~~technology ~~electronic payment systems~~system, ~~and~~process processing facilities and tools and other hardware, software and technical applications and platforms, including some that employ artificial intelligence (“AI”), some of which are managed, hosted, provided and/or ~~used~~site ~~by third-parties~~ or ~~their~~a ~~vendors,~~breach ~~to assist in conducting our business. While we have been the previous target~~ of ~~cyberattacks~~information ~~and~~ security ~~breaches~~, ~~none~~including ~~of these attacks or breaches to date have had~~ a ~~material adverse effect on the Company. We cannot guarantee that future cyberattacks, if successful, will not have a material effect on our business or financial results. Numerous and evolving~~ cybersecurity threats continue to pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. Some of our products, services, and information technology systems contain or use open-source software, which poses additional risks, including potential security vulnerabilities, licensing compliance issues, and quality issues. A security breach, ~~whether~~ of ~~our~~one ~~products, of our Customers’ network security and systems~~ or ofmore ~~third-party~~key ~~hosting services, could impact the use of such products and the security of~~ information stored therein. While we have made investments seeking to address these threats, including monitoring of networks and systems, hiring of experts, employee training and security policies for employees and third-party providers, the techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. When cybersecurity incidents occur, we expect to follow our incident response policy and address them in accordance with applicable governmental regulations and other legal requirements. Our response to these incidents and our investments to protect our information technology ~~infrastructure and data may not shield us from significant losses and potential liability or prevent any future interruption or breach of our~~ systems~~. We maintain cybersecurity liability insurance with terms~~, ~~conditions~~networks, ~~and limits believed to be adequate. However~~processes, ~~cybersecurity-related~~associated ~~liability~~sites or ~~other~~service claims may exceed insurance coverage limits, fines, penalties and regulatory sanctions may not be covered by insurance, or insurance may not continue to be available or available on commercially reasonable termsproviders. ~~Additionally, our insurers might deny claim coverage for valid or other reasons or may become insolvent.~~

We rely extensively on information technology (“IT”) systems to conduct business, including but not limited to interacting with Customers and suppliers, fulfilling orders, generating invoices, collecting and making payments, shipping products, providing Customer support, and fulfilling contractual obligations. In addition, we rely on networks and services, including internet sites, cloud and software-as-a-service solutions, data hosting, electronic payment systems, and processing facilities and tools and other hardware, software and technical applications and platforms, including some that employ artificial intelligence (“AI”), some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. While we have been the previous target of cyberattacks and security breaches, none of these attacks or breaches to date have had a material adverse effect on the Company. We cannot guarantee that future cyberattacks, if successful, will not have a material effect on our business or financial results. Numerous and evolving cybersecurity threats continue to pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data, and we may fail to sufficiently adapt to them. For instance, generative AI may be used by malicious actors to create more targeted phishing narratives, spread false information about us or our products, or otherwise enhance the social engineering capabilities of such malicious actors.

Some of our products, services, and information technology systems contain or use open-source software, which poses additional risks, including potential security vulnerabilities, licensing compliance issues, and quality issues. A security breach, whether of our products, of our Customers’ network security and systems or of third-party hosting services, could impact the use of such products and the security of information stored therein. While we have made investments seeking to address these threats, including monitoring of networks and systems, hiring of experts, employee training and security policies for employees and third-party providers, the techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. When cybersecurity incidents occur, we expect to follow our incident response policy and address them in accordance with applicable governmental regulations and other legal requirements. Our response to these incidents and our investments to protect our information technology infrastructure and data may not shield us from significant losses and potential liability or prevent any future interruption or breach of our systems. We maintain cyber liability insurance with terms, conditions, and limits believed to be adequate. However, cybersecurity-related liability or other claims may exceed insurance coverage limits, fines, penalties and regulatory sanctions may not be covered by insurance, or insurance may not continue to be available or available on commercially reasonable terms. Additionally, our insurers might deny claim coverage for valid or other reasons or may become insolvent.

If our IT systems are damaged or cease to function properly, the networks or service providers we rely upon fail to function properly, or we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches or other cyber incidents, and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as litigation and regulatory action. In the past, our Customers and resellers of our products have experienced cybersecurity attacks and incidents that have impacted their ability to do business, process payments and sell products, and there can be no assurance that future cybersecurity attacks and incidents affecting our Customers and resellers will not impact our business if and when they occur.

In addition, a large number of our employees, as well as those of our Customers and suppliers, ~~continue to~~ work remotely part of the time, which may increase the risk of IT systems vulnerabilities and attacks and unauthorized access of information. Furthermore, ~~there has also been an increase in cybersecurity incidents that appears to be associated with the Ukraine-Russia military conflict. Other~~ future orgeopolitical ~~ongoing~~ conflicts could ~~also~~ result in increases in cybersecurity incidents. ~~Enforcement~~The ~~of the~~ General Data Protection Regulation (“GDPR”) ~~was effective as of May 2018. The GDPR~~ is focused on the protection of personal data not merely the privacy of personal data. The GDPR has created a range of compliance obligations and can impose significant financial penalties for noncompliance (including possible fines of up to 4% of global annual revenues for the preceding financial year or €20 million (whichever is higher) for the most serious infringements). Other legislative or governmental regulatory requirements may come into effect that may similarly increase our compliance obligations or significantly increase our exposure to financial penalties for noncompliance.

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Our debt level or access to credit markets may limit our financial and business flexibility.

As of March 31, 2025, STERIS had approximately $2,043.7 million of indebtedness outstanding, which included $1,350.0 million of Senior Public Notes issued April 1, 2021, $674.2 million of Private Placement Senior Notes, and $34.8 million of borrowings outstanding under our Revolving Credit Facility (each as defined below). STERIS’s ability to repay all the forgoing obligations will depend on, among other things, STERIS’s financial position and performance, as well as prevailing market conditions and other factors beyond our control.

Our indebtedness could have important consequences to our shareholders, including increasing risk associated with general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate matters, including dividend payments and stock repurchases, limiting our flexibility in planning for, or reacting to, changes in our business and our industry and creating a disadvantage compared to our competitors with less indebtedness.

In addition, our ability and the ability of our Customers, suppliers and other business counterparties to obtain indebtedness and the cost thereof is dependent on credit profiles, prevailing market interest rates and other factors. Credit rating downgrades, a high interest rate environment, market volatility, market disruptions and other factors may limit our and our Customers’, suppliers’ and other counterparties’ access to credit markets or increase the cost of financing activities which may have an adverse effect on our operations.

RISKS RELATED TO BUSINESS DEVELOPMENT

We engage in acquisitions and affiliations, divestitures, and other business arrangements. Our growth may be adversely affected if we are unable to successfully identify, price, and integrate strategic business candidates or otherwise optimize our business portfolio.

Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, ~~such as our planned divestment of the Dental segment,~~ and other assets, and other actions intended to optimize our portfolio of businesses. This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In the last several fiscal years we have made a number of acquisitions and dispositions. There can be no assurance that any acquisition or disposition will ultimately prove to be a strategic success. Also, we may be unable to find or consummate future acquisitions and divestitures at acceptable prices and terms. We continually evaluate potential business developments opportunities in the ordinary course of business.

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the last several fiscal years we have made a number of acquisitions and dispositions. There can be no assurance that any acquisition or disposition will ultimately prove to be a strategic success. Also, we may be unable to find or consummate future acquisitions and divestitures at acceptable prices and terms. We continually evaluate potential business developments opportunities in the ordinary course of business.

Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost synergies, manage the expanded business footprint and otherwise execute our strategies. Our success will also depend on our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations, or to divest or realign businesses. Competition for strategic business candidates may result in increases in costs and price for acquisition candidates and market valuation issues may reduce the value available for divestiture of non-strategic businesses. These types of transactions are also subject to a number of other risks and uncertainties, including: delays in realizing or failure to realize anticipated benefits of the transactions; a termination or delay in the consummation of acquisition or disposition transactions by counterparties; diversion of management’s time and attention from other business concerns; difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses; difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties, including those that may expose us to greater cybersecurity risk; adverse effects on existing business relationships with suppliers or Customers; other events contributing to difficulties in generating future cash flows; risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses and difficulties in obtaining financing.

Our business realignment initiatives may not be as successful as anticipated.

We execute organizational realignments to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs. ~~We commit significant resources to identify, develop and retain key employees to maintain uninterrupted leadership and direction.~~ If we are unable to successfully manage these and other organizational changes, the ability to complete such activities and realize anticipated synergies or cost savings as well as our results of operations and financial condition could be materially adversely affected. We cannot offer assurances that any of these initiatives will be beneficial to the extent anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.

Our acquisition activity and ability to grow organically may be adversely affected if we are unable to continue to access the financial markets.

We have financed acquisitions through cash on hand, borrowings under our bank credit facilities and through public note offerings. Future acquisitions or other capital requirements and investments will necessitate additional cash. To the extent our existing sources of cash are insufficient to fund these or other future activities, we have and may need to raise additional funds through new or expanded borrowing arrangements or equity issuances. There can be no assurance that we will be able to obtain additional funds beyond those available under existing bank credit facilities on terms favorable to us, or at all, or that such facilities can be replaced when they terminate.

~~The integration of acquired businesses into STERIS may not be as successful as anticipated.~~22

We have made large acquisitions of businesses, including the acquisitions of Cantel Medical and Key Surgical. The integration of acquired businesses into STERIS involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of internal controls over financial reporting. Difficulties in integrating acquired businesses into STERIS may result in the business performing differently than expected, in operational challenges, in strategic changes or in the failure to realize anticipated expense-related efficiencies. STERIS’s existing businesses could also be negatively impacted by the integration actions. Potential difficulties that may be encountered in the integration process include, among other factors:

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existing sources of cash are insufficient to fund these or other future activities, we have and may need to raise additional funds through new or expanded borrowing arrangements or equity issuances. There can be no assurance that we will be able to obtain additional funds beyond those available under existing bank credit facilities on terms favorable to us, or at all, or that such facilities can be replaced when they terminate.

The integration of acquired businesses into STERIS may not be as successful as anticipated.

We have made large acquisitions of businesses. The integration of acquired businesses into STERIS involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of internal controls over financial reporting. Difficulties in integrating acquired businesses into STERIS may result in the business performing differently than expected, in operational challenges, in strategic changes or in the failure to realize anticipated expense-related efficiencies. STERIS’s existing businesses could also be negatively impacted by the integration actions. Potential difficulties that may be encountered in the integration process include, among other factors:


•the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition;
•complexities associated with managing the larger, more complex, integrated business;
•not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies;
•integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services;
•potential unknown liabilities and unforeseen expenses associated with the acquisition;
•loss of key employees;
•integrating relationships with Customers, vendors and business partners;
•performance shortfalls as a result of the diversion of management’s attention caused by integration activities; and
•the disruption of, or the loss of momentum in, an acquired business and STERIS’s ongoing business or inconsistencies in standards, controls, procedures and policies.

Past and future business acquisitions may not be as accretive to STERIS’s earnings per share and cash flow from operations per share, which may negatively affect the market price of STERIS shares.

Past and future acquisitions may not be as accretive to STERIS’s earnings per share and cash flow from operations per share as expected. Future events and conditions could decrease or delay any expected accretion, result in dilution or cause greater dilution than is currently expected, including adverse changes in market conditions, production levels, operating results, competitive conditions, laws and regulations affecting STERIS, capital expenditure obligations, higher than expected integration costs, lower than expected synergies and general economic conditions.

Any decrease or delay of any accretion to STERIS’s earnings per share or cash flow from operations per share could cause the price of the STERIS’s ordinary shares to decline.

We incurred a substantial amount of additional debt to complete the Cantel Medical acquisition. Our debt level may limit our financial and business flexibility.

We funded the cash portion of the Cantel Medical acquisition consideration, as well as the refinancing, prepayment, replacement, redemption, repurchase, settlement upon conversion, discharge or defeasance of certain existing indebtedness of Cantel and its subsidiaries, transaction expenses, general corporate expenses and working capital needs, through the incurrence of approximately $2.1 billion of new indebtedness, which includes $1.350 billion of senior notes issued April 1, 2021 and a new delayed draw term loan agreement in the amount of $750 million. We also refinanced or settled approximately $1.0 billion of Cantel’s long-term indebtedness, including convertible debt.

As of March 31, 2024, STERIS had approximately $3.2 billion of indebtedness outstanding. STERIS’s ability to repay all the forgoing obligations will depend on, among other things, STERIS’s financial position and performance, as well as prevailing market conditions and other factors beyond our control.

Our increased indebtedness could have important consequences to our shareholders, including increasing STERIS’s interest obligations, general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate matters, including dividend payments and stock repurchases, limiting our flexibility in planning for, or reacting to, changes in our business and our industry and creating a disadvantage compared to our competitors with less indebtedness.

STERIS has incurred and expects to incur significant transaction and related costs in connection with business acquisitions and dispositions, which may be in excess of those anticipated.

STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitions and dispositions, ~~including Cantel Medical, Key Surgical~~ and ~~the planned divestment of the Dental segment, and~~ expects to incur similar costs for any future business acquisitions or dispositions.

STERIS expects to incur non-recurring costs associated with the integrations of recent acquisitions into STERIS and working towards achieving the desired synergies of such acquisitions. These fees and costs have been, and may continue to be, substantial. The non-recurring expenses include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, and severance and benefit costs.

STERIS also expects to incur and has incurred costs to consolidate facilities and systems. Additional unanticipated costs may be incurred in the integration of any acquired business. Although STERIS expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of acquired businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results.

24We may fail to realize all of the anticipated benefits of our strategic business initiatives, as well as acquisitions, dispositions or joint ventures, or those benefits may take longer to realize than expected.

The success of our strategic business initiatives depend, in part, on our ability to realize the anticipated benefits and cost savings from such initiatives. These anticipated benefits and cost savings may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other

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Weadverse ~~may~~effects ~~fail~~that we do not currently foresee. Furthermore, assumptions that we have made with respect to ~~realize~~acquisitions, ~~all~~dispositions or joint ventures, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized. The processes involved with disposing of our businesses, entering into joint ventures or post-acquisition integration, as well as the ~~anticipated~~implementation ~~benefits~~of other strategic initiatives, may result in the loss of ankey ~~acquired~~employees, the disruption of ongoing business, changes in strategy or ~~those~~inconsistencies ~~benefits~~in standards, controls, procedures, and policies. There could also be potential unknown liabilities and unforeseen expenses that were not discovered or previously expected. Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses, product or service lines, assets or technologies we purchase, divest or invest in, an unavoidable level of risk remains regarding their actual operating and financial condition, as well as their strategic fit. We may ~~take~~not ~~longer~~be able to ~~realize~~ascertain ~~than~~actual ~~expected~~value or understand potential liabilities until or after we actually assume operational control of these businesses, product or service lines, assets or technologies.

The success of an acquisition depends, in part, on our ability to realize the anticipated benefits and cost savings from combining the businesses. The anticipated benefits and cost savings of an acquisition may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other adverse effects that we do not currently foresee. Assumptions that we have made with respect to acquisitions, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized. The post-acquisition integration process may result in the loss of key employees, the disruption of ongoing business, changes in strategy or inconsistencies in standards, controls, procedures, and policies. There could be potential unknown liabilities and unforeseen expenses associated with acquisitions that were not discovered while performing due diligence. Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses, product or service lines, assets or technologies we purchase, an unavoidable level of risk remains regarding their actual operating and financial condition, as well as their strategic fit. We may not be able to ascertain actual value or understand potential liabilities until or after we actually assume operation control of these businesses, product or service lines, assets or technologies.

We have recorded goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operation in the future.

Our total assets include goodwill, intangibles and other long-lived assets. If we determine that these items have become impaired in the future, it may have a material adverse effect on our financial condition and results of operations. As of March 31, ~~2024~~2025, we had recorded goodwill of $4 billion and other intangible assets, net of accumulated amortization of $2 billion. Goodwill represents the excess of purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is evaluated for impairment annually or more frequently, if indicators of impairment exist. If the impairment evaluations for goodwill indicate the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to that excess. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment. During the second quarter of fiscal 2023, in connection with the preparation of our quarterly consolidated financial statements, we identified and recognized a goodwill impairment loss of $490.6 million related to goodwill that arose with respect to the Dental segment acquired in the Cantel acquisition.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

At STERIS, the ~~enterprise risk management (“~~ERM”) program is designed to identify, assess, and manage risks across STERIS’s enterprise. Cybersecurity risk management is integrated into STERIS’s ERM program, under which we regularly assess cybersecurity risks in accordance with what we believe are industry cybersecurity best practices. Further, we implement controls to protect the confidentiality, integrity and availability of STERIS’s information systems and information. We maintain cybersecurity and incident response procedures to address our security standards and requirements and provide a framework for assessing and responding to cybersecurity threats and incidents. Additionally, as part of our ERM program, STERIS oversees and identifies risks associated with third-party service providers with whom we do business, which process includes due diligence, risk management assessments and contractual safeguards. We also maintain cyber liability insurance to help mitigate potential liabilities resulting from cybersecurity issues.

STERIS has an Executive Cybersecurity Steering Committee consisting of the Senior Vice President & Chief Financial Officer, the Vice President, Chief Accounting Officer, the Vice President, Investor Relations & Corporate Communications, the Vice President & Chief Information Officer (“CIO”), the Vice President, Chief Compliance Officer, the Senior Vice President, General Counsel & Company Secretary, and the Vice President, Chief Information Security Officer (“CISO”) that is responsible for providing governance, risk and compliance oversight for STERIS’s incident response program, providing guidance and support for cybersecurity non-technical initiatives, and for verifying that appropriate actions are taken following an incident occurrence. We have adopted and maintain an incident response policy that covers our incident response program and the duties and responsibilities of our Incident Response Team (“IRT”) responsible for managing and responding to cybersecurity incidents, including data breaches. Our IRT is led by the CISO and is comprised of senior management and others, including external resources, as required. Our incident response policy includes steps for detecting and investigating cybersecurity incidents, assessing the nature, scope, and severity of cybersecurity threats, identifying the impact of cybersecurity incidents, communicating cybersecurity incident disclosures, and implementing cybersecurity countermeasures and mitigation strategies. A subcommittee of our IRT reviews and assesses associated public reporting implications of cybersecurity incidents. Our process also includes informing the Board of Directors and the Audit Committee following a material cybersecurity incident.

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A subcommittee of our IRT reviews and assesses associated public reporting implications of cybersecurity incidents. Our process also includes informing the Board of Directors and the Audit Committee following a material cybersecurity incident.

We engage third-party security experts to support our risk assessment activities and to provide system security enhancements. Our program includes regular vulnerability and penetration testing (internal and external) of our enterprise systems by independent external security experts.

Education and awareness training on information security and data protection is conducted regularly for Associates. Members of the IRT, the Executive Cybersecurity Steering Committee and the Board of Directors receive additional training on responding to cybersecurity incidents.24

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Education and awareness training on information security and data protection is conducted regularly for employees. Members of the IRT, the Executive Cybersecurity Steering Committee and the Board of Directors receive additional training on responding to cybersecurity incidents.

Our Board of Directors has oversight responsibility for the ERM program, and delegates the risk management assessment and risk management approach, including risks related to cybersecurity, to its Audit Committee. Among other responsibilities, the Audit Committee is responsible for monitoring internal controls, including those related to cybersecurity risk.

Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to monitor such potential cybersecurity risk exposures, putting in place appropriate mitigation measures and maintaining the cybersecurity program. Our cybersecurity program for our information systems is directed by our CIO and, with the cybersecurity team, our CIO monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our CIO has a Bachelor of Science in Computer Engineering, a Master of Business Administration, and over 35 years of experience working in the information technology field, including approximately 20 years of CIO positions. Our CISO is CISSP-ISSMP and CISM certified and is part of a team of experienced information system security professionals with diverse certifications, including CISSP, CISM, CNSS, CEH, CySA+, CompTIA - Security+, CySA+, PenTest+, and CASP+ and others. Management, including the CIO and CISO, update the Audit Committee on a regular basis on our cybersecurity program, material cybersecurity risks, mitigation strategies, cybersecurity metrics, developments in cybersecurity and proposed updates to our cybersecurity program.

In fiscal year ~~2024~~2025, STERIS did not experience any cyberattack or other attempted intrusion or other incident with respect to our information systems that materially affected or was likely to materially affect our business strategy, results of operations, financial condition or cash flows. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced or will not experience in the future undetected cybersecurity incidents. For more information about these risks, please see “Item 1A Risk Factors” in this annual report on Form 10-K.

ITEM 2. PROPERTIES

The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, ~~2024~~2025. The Company believes that its facilities are adequate for operations and are maintained in good condition. The Company is confident that, if needed, it will be able to acquire additional facilities at commercially reasonable rates. ~~In the following discussion “International” is defined as all countries other than Ireland and the United States.~~

The Company’s principal executive office is located in Dublin, Ireland and its primary administrative offices are located in Mentor, OH (U.S.).

~~The~~In our AST ~~global~~segment, ~~network~~we ~~utilized~~operate inover ~~delivery~~60 ofowned ~~contract~~or ~~sterilization~~leased ~~services~~facilities isdedicated ~~comprised~~to ofdelivering ~~more~~contract ~~than~~sterilization ~~60 owned or leased facilities~~services. These strategically positioned locations are ~~strategically~~situated ~~located~~ near Customer manufacturing and distribution sites, ~~and~~as ~~core~~well as key distribution corridors ~~throughout~~across ~~the~~Africa, ~~Americas~~Asia, Europe, and ~~Asia~~North America.

The Company operates ~~over~~approximately ~~150~~250 locations representing sales, administrative, manufacturing and operational locations in the U.S. and ~~over~~more 25than 35 other countries, the majority of which are leased and support one or multiple business segments. In addition to these locations, the Company partners with third-party logistics service providers to streamline the distribution of product and materials. Operational locations are primarily comprised of service centers, manufacturing and distribution warehouses. Our locations are geographically spread to be in close proximity to our Customers to ensure timely delivery of products and services.

~~The~~Included among totals listed above, the Company owns and leases ~~several material~~ manufacturing ~~locations~~facilities that support the Healthcare, Life Sciences, and AST segments,. ~~which~~The locations we deem to be material are disclosed in the following table:

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Location U.S./INTL* Owned/Leased ~~Montgomery~~Conroe, ALTX ~~U.S.~~ Owned~~/Leased~~ ~~St. Louis~~Guadalupe, MOMexico ~~U.S.~~ Owned~~/Leased~~ Mentor, OH ~~U.S.~~ Owned/Leased ~~Sharon Hill~~Montgomery, PAAL ~~U.S.~~ Owned ~~Franklin Park, IL U.S.~~ /Leased ~~Point Richmond, CA U.S. Leased Clemmons, NC U.S. Leased Conroe, TX U.S. Owned~~ Plymouth, MN ~~U.S.~~ Owned/Leased ~~Sharon~~Quebec City, PACanada ~~U.S.~~ Owned ~~Fidenza~~St. Louis, ~~Italy~~MO ~~INTL~~ Owned/Leased ~~Pomezia~~Leicester, ~~Italy~~England ~~INTL~~ Owned ~~Tuttlingen~~Ottawa, ~~Germany INTL Leased Ontario,~~ Canada ~~INTL~~ Leased ~~Quebec~~Point ~~City~~Richmond, ~~Canada~~CA ~~INTL~~Leased ~~Owned~~ Tuusula, Finland ~~INTL~~ Owned ~~Bordeaux~~Pomezia, ~~France~~Italy ~~INTL~~ Owned ~~Leicester~~Bishop's Stortford, England ~~INTL~~Leased ~~Owned~~Franklin ~~Shanghai~~Park, ~~China~~IL ~~INTL~~ Leased ~~Guadalupe~~Sharon Hill, ~~Mexico~~PA ~~INTL~~Owned ~~Leased Bishop Stortford~~Tuttlingen, ~~England~~Germany ~~INTL~~ Leased

ITEM 3. LEGAL PROCEEDINGS

Information regarding our legal proceedings is included in Item 7 of Part II, Management's Discussion and Analysis, and Note 12 to our consolidated financial statements titled, "Commitments and Contingencies," and is incorporated herein by reference thereto.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5.MARKET FOR REGISTRANT’S ORDINARY EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information. Our ordinary shares are traded on the New York Stock Exchange under the symbol “STE.”

Holders. As of March 31, ~~2024~~2025, there were approximately ~~390~~373 holders of record of our ordinary shares.

Dividend Policy. The Company’s Board of Directors decides the timing and amount of any dividends we may pay. The Board expects to be able to continue to pay cash dividends for the foreseeable future.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

On May 3, 2023 our Board of Directors terminated the previous share repurchase program then in effect and authorized a new share repurchase program for the purchase of up to $500.0 million (~~net~~exclusive of ~~taxes~~fees, ~~fees~~commissions, and ~~commissions~~other charges), which has no specified expiration date. As of March 31, ~~2024~~2025, there was $~~500~~300.0 million (~~net~~exclusive of ~~taxes~~fees, ~~fees~~commissions, and ~~commissions~~other charges) of remaining availability under the Board authorized share repurchase program.

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 fiscal ~~2024~~2025, we ~~had~~repurchased no907,158 ~~share~~of ~~repurchase~~our ~~activity~~ordinary ~~pursuant~~shares tofor the ~~previous~~aggregate ~~share~~amount ~~repurchase~~of ~~program~~$200.0 ormillion ~~the~~(exclusive ~~May~~of 3fees, ~~2023~~commissions, ~~authorization~~and other charges) pursuant to authorizations under the share repurchase program. This does not include 2735 shares purchased during the year at an average price of $~~212~~224.6523 per share by the STERIS Corporation 401(k) Plan on behalf of an executive officer of the Company who may be deemed to be an affiliated purchaser.

During fiscal ~~2024~~2025, we obtained 7694,~~645~~577 of our ordinary shares in the aggregate amount of $11.83 million in connection with share-based compensation award programs.

The following table presents information with respect to purchases STERIS made of its ordinary shares under the share repurchase program during the fourth quarter of fiscal year ~~2024~~2025:

Total Number ofShares Purchased

Average Price PaidPer Share

Total Number ofShares Purchased asPart of PubliclyAnnounced Plans

Maximum Dollar Value of Shares that May Yet Be Purchased Under thePlans at Period End (dollars in thousands)

January 1-31

—

~~500~~300,000

February 1-28

—

~~500~~300,000

March 1-31

—

~~500~~300,000

Total

—

~~500~~300,000

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ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

In Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we explain the general financial condition and the results of operations for STERIS and its subsidiaries including:

•what factors affect our business;

•what our earnings and costs were in each period presented;

•why those earnings and costs were different from the year before;

•where our earnings came from;

•how this affects our overall financial condition;

•what our expenditures for capital projects were; and

•where cash is expected to come from to fund future debt principal repayments, growth outside of core operations, ~~repurchase~~repurchases ~~ordinary~~of shares, ~~pay~~ cash dividends and ~~fund~~ future working capital needs.

The MD&A also analyzes and explains the annual changes in the specific line items in the Consolidated Statements of Income. As you read the MD&A, it may be helpful to refer to information in Item 1, "Business," Part I, Item 1A, "Risk Factors," and Note 12 to our consolidated financial statements titled, "Commitments and Contingencies" for a discussion of some of the matters that can adversely affect our business and results of operations. This information, discussion, and disclosure may be important to you in making decisions about your investments in STERIS.

FINANCIAL MEASURES

In the following sections of the MD&A, we may, at times, refer to financial measures that are not required to be presented in the consolidated financial statements under accounting principles generally accepted in the United States ("U.S. GAAP"). We sometimes use the following financial measures in the context of this report: backlog; debt-to-total capital; and days sales outstanding. We define these financial measures as follows:

•Backlog – We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We use this figure as a measure to assist in the projection of short-term financial results and inventory requirements.

•Debt-to-total capital – We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.

•Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect.

We, at times, may also refer to financial measures which are considered to be “non-GAAP financial measures” under SEC rules. We have presented these financial measures because we believe that meaningful analysis of our financial performance is enhanced by an understanding of certain additional factors underlying that performance. These financial measures should not be considered an alternative to measures required by accounting principles generally accepted in the United States. Our calculations of these measures may differ from calculations of similar measures used by other companies, and you should be careful when comparing these financial measures to those of other companies. Additional information regarding these financial measures, including reconciliations of each non-GAAP financial measure, is available in the subsection of MD&A titled, "Non-GAAP Financial Measures."

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REVENUES– DEFINED

As required by Regulation S-X, we separately present revenues generated as either ~~product~~Product revenues or ~~service~~Service revenues on our Consolidated Statements of Income for each period presented. When we discuss revenues, we may, at times, refer to revenues summarized differently than the Regulation S-X requirements. The terminology, definitions, and applications of terms that we use to describe revenues may be different from terms used by other companies. We use the following terms to describe revenues:

•Revenues – Our revenues are presented net of sales returns and allowances.

•Product Revenues – We define ~~product~~Product revenues as revenues generated from sales of consumable and capital equipment products.

•Service Revenues – We define ~~service~~Service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment. Service revenues also include outsourced reprocessing services and instrument and scope repairs, as well as revenues generated from contract sterilization and laboratory services offered through our AST segment.

•Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes steam and gas sterilizers, low temperature liquid chemical sterilant processing systems, automated endoscope reprocessors, pure steam/water systems, surgical lights and tables, and integrated ORoperating rooms.

•Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes dedicated consumables used in our ~~V-PRO~~capital ~~sterilizers and automated endoscope reprocessors~~equipment, ~~SYSTEM 1 and 1E consumables,~~ gastrointestinal endoscopy accessories, instruments and tools, sterility assurance products, barrier protection solutions, and cleaning consumables.

•Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and ~~service~~Service revenues.

GENERAL OVERVIEW AND EXECUTIVE SUMMARY

We operate and report our financial information in three reportable business segments: Healthcare, ~~Applied Sterilization Technologies ("~~AST"), and Life Sciences. Previously, we had four reportable business segments; however, as a result of the ~~agreement~~divestiture toof ~~divest~~ our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to exclude discontinued operations for comparability, as required. For more information, refer to Note 4 to our consolidated financial statements titled, "Discontinued Operations." Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income. We describe our business segments in Note 13 to our consolidated financial statements titled, "Business Segment Information."

Acquisitions and Divestitures. OnDuring ~~August~~fiscal 22025, ~~2023,~~ we ~~purchased~~completed ~~the~~several ~~surgical~~tuck-in ~~instrumentation,~~acquisitions ~~laparoscopic~~which ~~instrumentation~~continued ~~and~~to ~~sterilization~~expand ~~container~~our ~~assets~~product ~~from Becton, Dickinson~~ and ~~Company~~service ~~("BD")~~offerings ~~(NYSE:~~in ~~BDX).~~the ~~The~~Healthcare ~~acquired~~and ~~assets~~AST ~~from~~segments. BDTotal ~~are~~aggregate ~~being~~consideration ~~integrated~~was ~~into~~approximately ~~our~~$54.1 ~~Healthcare segment~~million.

~~The~~On ~~purchase~~August ~~price~~2, of2023 ~~the~~we ~~acquisition~~purchased ~~was~~the ~~$539.8~~surgical ~~million.~~instrumentation, ~~The~~laparoscopic ~~acquisition~~instrumentation ~~also~~and ~~qualified~~sterilization ~~for~~container aassets ~~tax~~from ~~benefit related to tax deductible goodwill~~Becton, ~~with~~Dickinson aand ~~present~~Company ~~value~~(NYSE: ofBDX) ~~approximately $60~~("BD").0 ~~million.~~ The ~~purchase~~acquired ~~price~~assets ~~of the acquisition was financed with borrowings~~ from ~~our~~BD ~~existing~~were ~~credit~~integrated ~~facility.~~into ~~For more information, refer to Note 8 to~~ our ~~consolidated~~Healthcare ~~financial statements titled, "Debt~~segment."

In addition to the acquisition of BD, we completed two other tuck-in acquisitions during fiscal 2024, which expanded our product and service offerings in the AST and Healthcare segments. Total aggregate consideration was approximately $6.5 million, net of cash acquired.30

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~~During~~The ~~fiscal~~purchase ~~2023,~~price weof ~~completed~~the ~~several~~assets ~~tuck-in~~acquired ~~acquisitions~~from ~~which~~BD ~~expanded~~was ~~our~~$539.8 ~~product~~million. ~~and~~The ~~service~~acquisition ~~offerings~~also inqualified ~~the~~for ~~AST~~a ~~and~~tax ~~Healthcare~~benefit ~~segments.~~related ~~Total~~to ~~aggregate~~tax ~~consideration~~deductible ~~was~~goodwill, with a present value of approximately $4960.80 million,. ~~including~~The ~~potential~~purchase ~~contingent~~price ~~consideration~~ of ~~$7.3~~the ~~million~~acquisition was financed with borrowings from our existing credit facility.

~~Divestitures~~In ~~and~~addition ~~Discontinued~~to ~~Operations. On April 11, 2024,~~ the ~~Company~~acquisition ~~announced its plan to sell its Dental segment for total cash consideration~~ of ~~$787.5 million,~~assets ~~subject~~from ~~to customary adjustments~~BD, ~~and~~we upcompleted totwo ~~an additional $12.5 million~~ tuck-in ~~contingent~~acquisitions ~~payment~~during ~~should the Dental business achieve certain revenue targets in~~ fiscal ~~2025.~~2024, ~~The~~which ~~transaction~~expanded is structured as an equity sale. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our ~~Dental~~product ~~segment~~ and ~~determined~~service ~~that~~offerings those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations have been reclassified to income (loss) from discontinued operations in the ~~Consolidated~~AST ~~Statements of Income~~ and weHealthcare ~~have classified our Dental segment's assets and liabilities as held for sale for all periods presented in the accompanying Consolidated Balance Sheets~~segments. ~~Previously,~~Total ~~the~~aggregate ~~Dental~~consideration ~~business~~ was aapproximately ~~separate reportable segment~~$6. ~~For~~5 ~~additional information regarding this transaction and its effect on our financial reporting~~million, ~~refer~~net toof ~~Note~~cash ~~4 titled "Discontinued Operations" and Note 13 titled "Business Segment Information~~acquired.~~" Proceeds received from the sale will be used to pay off existing debt.~~

On April 1, 2024, we completed the sale of the Controlled Environment Certification Services ("CECS") business. InWe ~~fiscal 2025, we~~ recorded net proceeds of $41.59 million and recognized a pre-tax gain on the sale of $19.3 million in fiscal 2025. The business generated approximately $35.0 million in revenue during fiscal 2024.

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

~~Highlights~~Discontinued Operations. ~~Revenues~~ ~~increased~~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 $~~602~~787.4 5 million, orsubject ~~13.3%~~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,~~138~~ 2024.7 ~~million~~A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the ~~year~~disposition ~~ended~~represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations were reclassified to income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented, and we have classified our Dental segment's assets and liabilities as ~~compared~~held tofor $4sale as of March 31,~~536~~ 2024 in the accompanying Consolidated Balance Sheets.3 ~~million~~Due ~~for~~to the ~~year~~transaction ~~ended~~closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, ~~2023~~2024. ~~These~~Our ~~increases~~Consolidated ~~reflect~~Statements ~~higher~~of ~~volume,~~Cash ~~including~~Flows include the ~~added~~financial ~~volume~~results ~~from~~of the ~~acquisition~~Dental segment through the date of ~~assets~~sale ~~from~~on BDMay in31, 2024. A majority of the ~~Healthcare~~proceeds ~~segment~~received from the sale were utilized to pay off existing debt. For more information, ~~and~~see ~~pricing~~Note 4 to our consolidated financial statements titled "Discontinued Operations."

~~Our~~Highlights. Revenues ~~gross~~increased ~~profit~~$320.8 ~~percentage~~million, ~~decreased~~or ~~to 43~~6.2%, to $5,459.5 million for ~~fiscal~~the ~~2024~~year ended March 31, 2025, as compared to 43$5,138.7% million for ~~fiscal~~the ~~2023.~~year ~~Unfavorable~~ended ~~impacts from productivity~~March 31, ~~inflationary~~2024. ~~cost~~These increases ~~for~~reflect ~~materials~~higher ~~and~~volume ~~labor,~~ and ~~restructuring charges were partially offset by favorable impacts from~~ pricing.

~~Fiscal~~Our ~~2024~~gross ~~income~~profit ~~from~~percentage ~~operations~~ increased ~~5.7%~~ to ~~$836~~44.10% ~~million~~for ~~over~~ fiscal ~~2023~~2025 ~~income~~as ~~from~~compared ~~operations~~to ~~of $791~~43.12% ~~million.~~for ~~This~~fiscal ~~increase~~2024. ~~was~~Favorable ~~primarily~~impacts ~~due~~from topricing, ~~the~~mix, ~~benefit~~productivity, ~~of higher volume~~ and ~~pricing~~material ~~during~~costs ~~fiscal~~were ~~2024 which was~~ partially offset by ~~restructuring~~unfavorable ~~charges~~impacts ~~incurred~~from ~~during~~labor ~~fiscal~~and ~~2024~~overhead costs.

Fiscal ~~Cash~~2025 ~~flows~~income ~~provided~~from byoperations ~~operating~~increased ~~activities were $973.~~3.7% ~~million~~to ~~and free cash flow was~~ $~~620~~866.36 million inover fiscal 2024 ~~compared~~income tofrom ~~cash~~operations ~~flows provided by operating activities~~ of $~~756~~836.91 million ~~and free cash flow of $409~~.6 ~~million~~This inincrease ~~fiscal~~was ~~2023~~primarily ~~(see~~due ~~subsection~~to ofincreased ~~MD&A~~volume ~~titled, "Non-GAAP Financial Measures" for additional information~~ and ~~related~~pricing, ~~reconciliation~~which ofwas ~~cash~~partially ~~flows~~offset ~~from~~by ~~operations~~legal tocosts ~~free~~and ~~cash~~a ~~flow).~~settlement ~~Cash~~associated ~~flows~~with ~~from~~our ~~operations~~EO ~~resulted~~litigation, ~~from~~increased ~~the~~labor ~~increase~~costs ~~in operating activity~~ and ~~lower~~higher ~~use~~restructuring ~~of cash for working capital requirements~~expenses. ~~The increase in free cash flow was driven by cash flows from operations as capital spending in fiscal 2024 was comparable to fiscal 2023.~~

~~Our~~Cash ~~debt-to-total~~flows ~~capital~~provided ~~ratio~~by operating activities were $1,148.1 million and free cash flow was 33$787.7%2 atmillion ~~March 31,~~in fiscal 2025 compared to cash flows provided by operating activities of $973.3 million and free cash flow of $620.3 million in fiscal 2024 (see subsection of MD&A titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow). The ~~During~~fiscal 2025 increase in cash flows from operations and free cash flow resulted from the ~~year~~increase in cash provided by working capital, weprimarily ~~increased~~driven ~~our~~by ~~quarterly~~higher ~~dividend~~collections ~~for~~on ~~the~~accounts ~~eighteenth~~receivable ~~consecutive~~and ~~year~~improved inventory management when compared to $0the prior year.~~52.~~

~~Outlook. In~~ ~~fiscal~~Our ~~2025 and beyond, we expect~~ debt-to-total ~~manage~~capital ~~our~~ratio ~~costs,~~was ~~grow~~23.6% ~~our~~at ~~business with internal product and service development~~March 31, ~~invest~~2025. inWe ~~greater~~have ~~capacity,~~paid ~~and~~quarterly ~~augment~~dividends ~~these~~each ~~value~~year ~~creating~~since ~~methods~~2005 ~~with potential acquisitions of additional products~~ and ~~services.~~have Weincreased ~~anticipate~~the ~~continued~~dividend ~~inflation~~each ~~pressure~~consecutive ~~in fiscal 2025~~year, ~~but~~including ~~not~~an atincrease ~~the~~during ~~significant level experienced in~~ fiscal ~~2024~~2025 ~~and 2023. Please refer~~ to ~~"Information With Respect to Our Business In General" in Item 1~~$0.~~"Business"~~57 toper ~~this Annual Report on Form 10-K~~share.

32Outlook. In fiscal 2026 and beyond, we expect to manage our costs, grow our business with internal product and service development, invest in greater capacity, and augment these value creating methods with potential acquisitions of additional products and services. Please refer to "Information With Respect to Our Business In General" in Item 1."Business" to this Annual Report on Form 10-K.

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NON-GAAP FINANCIAL MEASURES

We, at times, refer to financial measures which are considered to be “non-GAAP financial measures” under the Securities and Exchange Commission rules. We, at times, also refer to our results of operations excluding certain transactions or amounts that are non-recurring or are not indicative of future results, in order to provide meaningful comparisons between the periods presented.

These non-GAAP financial measures are not intended to be, and should not be, considered separately from or as an alternative to the most directly comparable U.S. GAAP financial measures.

These non-GAAP financial measures are presented with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision-making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.

We believe that the presentation of these non-GAAP financial measures, when considered along with our U.S. GAAP financial measures and the reconciliation to the corresponding U.S. GAAP financial measures, provides the reader with a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure. It is important for the reader to note that the non-GAAP financial measures used may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

We define free cash flow as net cash provided by operating activities as presented in the Consolidated Statements of Cash Flows less purchases of property, plant, equipment, and intangibles (capital expenditures) plus proceeds from the sale of property, plant, equipment, and intangibles, which are also presented within investing activities in the Consolidated Statements of Cash Flows. We use this as a measure to gauge our ability to pay cash dividends, fund growth outside of core operations, fund future debt principal repayments, and repurchase shares.

The following table summarizes the calculation of our free cash flow for the years ended March 31, 2025 and 2024:

Years Ended March 31,

(dollars in thousands)

~~2024~~2025

~~2023~~2024

Net cash provided by operating activities

~~973~~1,~~274~~148,087

~~756~~973,~~947~~274

Purchases of property, plant, equipment and intangibles, net

(~~360~~370,~~326~~091)

(~~361~~360,~~969~~326)

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

79,~~381~~195

147,~~587~~381

Free cash flow

~~620~~787,~~329~~191

~~409~~620,~~565~~329

RESULTS OF OPERATIONS

In the following subsections, we discuss our performance and the factors affecting it. We begin with a general overview of our operating results and then separately discuss earnings for our operating segments. As a result of the ~~agreement~~divestiture toof ~~divest~~ our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required. Therefore, the discussion within this Results of Operations section excludes discontinued operations and relates solely to our continuing operations.

The discussion of ~~and~~ factors affecting our performance for the year ended March 31, ~~2023~~2024 compared to the fiscal year ended March 31, ~~2022~~2023 is included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended March 31, ~~2023~~2024.

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FISCAL ~~2024~~2025 AS COMPARED TO FISCAL ~~2023~~2024

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, 2025 to the year ended March 31, 2024:

Years Ended March 31,

Percent

(dollars in thousands)

~~2024~~2025

~~2023~~2024

Change

Total revenues

5,~~138~~459,~~701~~515

45,~~536~~138,~~266~~701

~~602~~320,~~435~~814

136.32

Revenues by type:

Service revenues

2,~~374~~587,~~747~~911

2,~~172~~374,~~512~~747

~~202~~213,~~235~~164

9.30

Consumable revenues

1,~~502~~685,~~378~~924

1,~~293~~502,~~284~~378

~~209~~183,~~094~~546

1612.2

Capital equipment revenues

1,~~261~~185,~~576~~680

1,~~070~~261,~~470~~576

~~191~~(75,~~106~~896)

17(6.90)

Revenues by geography (1):

Ireland revenues

82107,~~695~~321

7482,~~292~~695

824,~~403~~626

1129.38

United States revenues

34,~~751~~007,~~437~~622

3,~~254~~751,~~373~~437

~~497~~256,~~064~~185

156.38

Other foreign revenues

1,~~304~~344,~~569~~572

1,~~207~~304,~~601~~569

9640,~~968~~003

83.01

(1) Allocation of revenue by geography is based on the location of delivery or distribution of products or location where services are performed.

Revenues increased $~~602~~320.48 million, or 136.32%, to $5,~~138~~459.75 million for the year ended March 31, ~~2024~~2025, as compared to $45,~~536~~138.37 million for the year ended March 31, ~~2023~~2024. These increases reflect higher volume, ~~including~~primarily in our Healthcare segment due to organic growth and the added volume from the acquisition of assets from BD and organic growth in ~~the~~our ~~Healthcare~~AST segment, and pricing across all segments.

Service revenues for fiscal ~~2024~~2025 increased $~~202~~213.2 million, or 9.30% over fiscal ~~2023~~2024, reflecting growth in the Healthcare, and AST segments, ~~and~~which was partially offset by a decline in the Life Sciences ~~segments~~segment due to the divestiture of the CECS business. Consumable revenues for fiscal ~~2024~~2025 increased $~~209~~183.15 million, or 1612.2%, over fiscal ~~2023~~2024, reflecting growth in the Healthcare and Life Sciences segments. Capital equipment revenues for fiscal ~~2024~~2025 ~~increased~~decreased by $~~191~~75.19 million, or 176.90%, ~~over~~as compared to fiscal ~~2023~~2024, reflecting ~~growth~~declines in the Healthcare and Life Sciences segments, ~~which were~~ partially offset by agrowth ~~decline~~ in the AST segment.

Ireland revenues for fiscal ~~2024~~2025 were $82107.73 million, representing an increase of $824.46 million, or 1129.38%, over fiscal ~~2023~~2024 revenues of $7482.37 million, reflecting growth in capital equipment, service, and consumable revenues~~, which were partially offset by a decline in capital equipment revenues~~.

United States revenues for fiscal ~~2024~~2025 were $34,~~751~~007.46 million, representing an increase of $~~497~~256.12 million, or 156.38%, over fiscal ~~2023~~2024 revenues of $3,~~254~~751.4 million, reflecting growth in service, and consumable revenues, ~~and~~partially offset by a decline in capital equipment revenues.

Revenues from other foreign locations for fiscal ~~2024~~2025 were $1,~~304~~344.6 million, representing an increase of $9740.0 million, or 83.01% over the fiscal ~~2023~~2024 revenues of $1,~~207~~304.6 million. The increase reflects growth within the Europe, Middle East, &and Africa, ~~Canada,~~ Asia Pacific, and Latin American regions, ~~driven~~which bywas ~~increases~~partially inoffset ~~service,~~by ~~consumable,~~declines ~~and~~in ~~capital equipment revenues~~Canada.

Gross Profit. The following table compares our gross profit for the year ended March 31, 2025 to the year ended March 31, 2024:

	Years Ended March 31,						Change		PercentChange
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Gross profit:
Product	$	1,~~247~~357,~~872~~329		$	1,~~092~~247,~~391~~872		$	~~155~~109,~~481~~457	148.28	%
Service	~~970~~1,~~288~~045,435			~~888~~970,~~335~~288			8175,~~953~~147		97.27	%
Total gross profit	$	2,~~218~~402,~~160~~764		$	12,~~980~~218,~~726~~160		$	~~237~~184,~~434~~604	128.03	%
Gross profit percentage:
Product	4547.13		%	4645.21		%
Service	40.94		%	40.9		%
Total gross profit percentage	4344.20		%	43.72		%

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Our gross profit is affected by the volume, pricing and mix of sales of our products and services, as well as the costs associated with the products and services that are sold. Our gross profit percentage ~~decreased~~increased to 4344.20% for fiscal ~~2024~~2025 as compared to 43.72% for fiscal ~~2023~~2024. ~~Unfavorable~~Favorable impacts from ~~inflation~~pricing ~~and material costs~~ (~~120~~130 basis points), ~~restructuring~~mix ~~charges~~ (4070 basis points), ~~adjustments~~material ~~and~~costs ~~other charges~~ (4030 basis points), productivity (3020 basis points), and ~~fluctuations~~divestitures ~~in currency~~ (1020 basis points) were partially offset by ~~favorable~~unfavorable impacts from ~~pricing~~inflation (150 basis points), ~~mix~~and ~~(30~~adjustments ~~basis points),~~ and ~~acquisitions~~other charges (1030 basis points).

Operating Expenses. The following table compares our operating expenses for the year ended March 31, 2025 to the year ended March 31, 2024:

	Years Ended March 31,				Change		PercentChange
(dollars in thousands)	~~2024~~2025		~~2023~~2024
Operating expenses:
Selling, general, and administrative	$	1,~~252~~334,~~318~~276	$	1,~~090~~252,~~663~~318	$	~~161~~81,~~655~~958	146.85	%
Research and development	~~103~~107,~~679~~648		98103,~~477~~679		53,~~202~~969		5.3.8	%
Restructuring expenses	26,045		485		25,560		NM
Illinois EO litigation settlement	48,150		—		48,150		NM
Total operating expenses	$	1,382,042	$	1,189,625	$	192,417	16.2	%
Restructuring expenses	46,049		26,045		20,004		76.8	%
Total operating expenses	$	1,536,123	$	1,382,042	$	154,081	11.1	%

NM - Not meaningful

Selling, General, and Administrative Expenses. Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment expenses, facility costs, gains or losses from divestitures, and other general and administrative expenses. SG&A increased 146.85% in fiscal ~~2024~~2025 over fiscal ~~2023~~2024. The fiscal ~~2024~~2025 increase is primarily attributable to increased compensation, ~~including incentive compensation~~ and benefit costs, as well as ~~increase~~legal incosts ~~dealer~~associated ~~incentives~~with ~~and~~our ~~professional~~EO ~~fees~~litigation. For more information regarding our ongoing litigation, refer to Note 12 to our consolidated financial statements titled, "Commitments and Contingencies."

Research and Development. Research and development expenses increased $54.20 million in fiscal ~~2024~~2025 over fiscal ~~2023~~2024. Research and development expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations. During fiscal ~~2024~~2025, our investments in research and development have continued to be focused on, but were not limited to, enhancing capabilities of sterile processing ~~combination~~ technologies, procedural products and accessories, and devices and support accessories used in gastrointestinal endoscopy procedures.

~~Restructuring~~Illinois ~~Expenses.~~EO WeLitigation ~~adopted~~Settlement. ~~and~~On ~~announced~~March a3, ~~targeted~~2025, ~~restructuring~~we ~~plan~~entered ~~(the~~into ~~"Restructuring~~binding ~~Plan").~~confidential ~~This~~term ~~plan~~sheets ~~includes~~with aplaintiffs’ ~~strategic~~counsel ~~shift in our approach to~~ (the ~~Healthcare~~“Term ~~surgical business in Europe~~Sheets”), as well as ~~other~~settlement ~~actions~~agreements ~~including~~with ~~the~~several ~~impairment~~plaintiffs ofrelated anto ~~internally~~our ~~developed~~Illinois ~~X-ray~~EO ~~accelerator,~~litigation. ~~product~~The ~~rationalizations~~Term Sheets and ~~facility~~settlement ~~consolidations.~~agreements ~~Less than 300 positions~~ are ~~being~~expected ~~eliminated.~~to ~~These~~lead ~~restructuring~~to ~~actions~~a ~~are~~resolution ~~designed~~of tosubstantially ~~enhance~~all ~~profitability~~claims ~~and~~for ~~improve~~personal ~~efficiency,~~injury ~~and~~related ~~we expect~~ to beEO ~~substantially~~that ~~complete~~are ~~with~~pending ~~the~~in ~~actions by~~ the ~~end~~Circuit Court of ~~fiscal~~Cook ~~2025~~County, Illinois. We ~~are~~recorded ~~anticipating~~an ~~improvements~~expense ~~in income from operations~~ of ~~approximately~~ $2548.02 million ~~per~~related ~~year,~~to ~~with~~this ~~the~~settlement ~~majority~~in offiscal ~~the~~2025. ~~benefit~~For ~~being~~more ininformation, ~~fiscal~~refer ~~2026~~to ~~and~~Note ~~beyond~~12 ~~due~~ to ~~timing~~our ofconsolidated ~~actions~~financial statements titled, "Commitments and Contingencies."

WeRestructuring ~~have incurred pre-tax expenses totaling $44~~Expenses.4 ~~million~~In ~~related~~May ~~to these restructurings in fiscal~~ 2024, ofwe ~~which~~adopted ~~$26.1~~and ~~million~~announced ~~was~~a ~~recorded~~targeted as restructuring ~~expenses~~plan ~~and~~(the ~~$18.3~~"Restructuring ~~million was recorded in Cost of revenues~~Plan"). AThis ~~total~~plan ofincludes ~~$19.0~~a ~~million~~strategic ~~and~~shift ~~$25.4~~in ~~million~~our ~~was~~approach ~~recorded~~ to the Healthcare ~~and~~surgical ~~AST~~business ~~segments,~~in ~~respectively~~Europe, ~~while~~as awell ~~total~~as ofother ~~$40.0~~actions ~~thousand~~including ~~was~~the ~~related~~impairment toof ~~Corporate.~~an Weinternally ~~expect~~developed toX-ray ~~incur~~accelerator, ~~additional~~product ~~restructuring~~rationalizations ~~expenses~~and ~~related~~facility ~~to this plan of approximately $55~~consolidations.3 ~~million,~~Approximately ~~which~~300 ~~includes~~positions ~~$51.3~~have ~~million~~been ~~related to Healthcare, $3~~eliminated.0 ~~million~~These ~~related~~restructuring toactions ~~AST,~~are ~~$0.8~~designed ~~million related~~ to ~~Life~~enhance ~~Sciences,~~profitability and $0improve efficiency.2 ~~million~~We ~~related~~estimate toimprovements ~~Corporate.~~in ~~The~~income ~~$55.3~~from ~~million~~operations ~~is comprised~~ of approximately $3625.20 million ~~related~~per ~~to severance and other compensation related costs~~year, ~~$15.3~~with ~~million~~the ~~related~~majority toof ~~lease~~the ~~and~~benefit ~~other~~beginning ~~contract~~in ~~termination~~fiscal ~~and~~2026 ~~other~~due ~~costs, and $3.8 million related~~ to ~~accelerated~~timing ~~depreciation~~of ~~and amortization~~actions.

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

Year Ended March 31, 2024	Restructuring Plan
Restructuring Plan	Years Ended March 31,
Asset impairment	$	25,392
(dollars in thousands)	2025		2024
Product rationalization (1)	18,320
Severance and other compensation related costs	$	29,030	$	678
Severance and other compensation related costs	678
Lease and other contract termination and other costs	12,358		—
Total Restructuring Expense	$	44,390
Product rationalization (1)	16,232		18,320
Accelerated depreciation and amortization and asset impairment	4,655		25,392
Total Restructuring Expense	$	62,275	$	44,390

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

~~(1) Recorded in Cost of revenues on the Consolidated Statements of Income.~~34

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	Years Ended March 31,
(dollars in thousands)	2024		2023		Change
Non-operating expenses, net:
Interest expense	$	144,351	$	107,956	$	36,395
Interest and miscellaneous (income) expense	(11,043)		2,879		(13,922)
Non-operating expenses, net	$	133,308	$	110,835	$	22,473

The Restructuring Plan expenses incurred during fiscal 2025 and 2024 primarily related to actions taken in our Healthcare and AST segments. Total pre-tax restructuring expense of $106.7 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 in fiscal 2026 are not expected to be significant.

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

Interest expense increased $36.4 million during fiscal 2024 over fiscal 2023, primarily due to higher interest rates and principal amount of outstanding floating rate debt. For more information, refer to Note 8 to our consolidated financial statements titled, "Debt."



(dollars in thousands)	Restructuring Plan
Balance at March 31, 2024	$	678
Fiscal 2025 Charges	41,388
Payments	(23,695)
Balance at March 31, 2025	$	18,371

Non-Operating Expenses, Net. Non-operating expenses, net consists of interest expense on debt, offset by interest earned on cash, cash equivalents, short-term investment balances, and other miscellaneous (income) expense. The following table compares our net non-operating expenses, net for the year ended March 31, 2025 to the year ended March 31, 2024:

The fluctuation in interest and miscellaneous (income) expense during fiscal 2024, as compared to fiscal 2023, totaled $13.9 million and is primarily attributable to gains recognized as a result of mark to market adjustments which were realized upon the sale of an equity investment as well as interest income accrued on an income tax refund. Additional information regarding the mark to market adjustments of our equity investments is included in Note 19 to our consolidated financial statements titled, "Fair Value Measurements."


	Years Ended March 31,
(dollars in thousands)	2025		2024		Change
Non-operating expenses, net:
Interest expense	$	86,261	$	144,351	$	(58,090)

Interest and miscellaneous income	(8,402)		(11,043)		2,641
Gain on sale of businesses and equity investment, net	(7,425)		—		(7,425)
Non-operating expenses, net	$	70,434	$	133,308	$	(62,874)

	Years Ended March 31,						Change		PercentChange
(dollars in thousands)	2024			2023
Income tax expense	$	149,530		$	124,069		$	25,461	20.5%
Effective income tax rate	21.3		%	18.2		%

Interest expense decreased $58.1 million during fiscal 2025 as compared to fiscal 2024, primarily due to the lower principal amount of debt outstanding as well as lower interest rates on floating rate debt. For more information, refer to Note 8 to our consolidated financial statements titled, "Debt."

~~The~~Interest ~~effective~~and miscellaneous income ~~tax~~decreased ~~rates~~during ~~from continuing operations for~~ fiscal ~~2024~~2025, ~~was~~as ~~21.3%~~ compared to ~~18.2% for~~ fiscal ~~2023. The fiscal~~ 2024 ~~effective tax rate from continuing operations increased when compared to 2023~~, ~~primarily~~by ~~due to non-recurring favorable discrete items recognized in fiscal 2023~~$2.6 ~~Additional~~million ~~information regarding our income tax expense~~ and ~~effective income tax rate,~~ is ~~included~~driven inby ~~Note~~lower 10interest ~~to our consolidated financial statements titled, "Income Taxes~~income."

Gain on sale of businesses and equity investment, net was $7.4 million during fiscal 2025 and primarily relates to the gain recorded from the sale of our CECS business, which was partially offset by a loss recorded on an equity investment. For more information on our equity investments, refer to Note 19 to our consolidated financial statements titled, "Fair Value Measurements." For more information on our divestiture activity, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures."

Income Tax Expense. The following table compares our tax expense and effective income tax rates for the years ended March 31, 2025 and March 31, 2024:


	Years Ended March 31,						Change		Percent Change
(dollars in thousands)	2025			2024

Income tax expense	$	184,650		$	149,530		$	35,120	23.5%
Effective income tax rate	23.2		%	21.3		%

The effective income tax rates from continuing operations for fiscal 2025 was 23.2% compared to 21.3% for fiscal 2024. The fiscal 2025 effective tax rate from continuing operations increased when compared to 2024, primarily due to changes in discrete items. Additional information regarding our income tax expense and effective income tax rate is included in Note 10 to our consolidated financial statements titled, "Income Taxes."

Business Segment Results of Operations.

We operate and report our financial information in three reportable business segments: Healthcare, AST, and Life Sciences. Previously, we had four reportable business segments; however, as a result of the agreement to divest our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required.

Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites. Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment; to the repair of re-usable procedural instruments; 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.35

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Our Healthcare segment provides a comprehensive offering for healthcare providers worldwide, focused on sterile processing departments and procedural centers, such as operating rooms and endoscopy suites. Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment; to the repair of re-usable procedural instruments; to outsourced instrument reprocessing services. In addition, our procedural products also include endoscopy accessories, instruments, and capital equipment infrastructure used primarily in operating rooms, ambulatory surgery centers, endoscopy suites, and other procedural areas.

Our AST segment supports medical device and pharmaceutical manufacturers through a global network of contract sterilization and laboratory testing facilities, and integrated sterilization equipment and control systems. Our technology-neutral offering supports Customers every step of the way, from testing through sterilization.

Our Life Sciences segment provides a comprehensive offering of products and services designed to support biopharmaceutical and medical device ~~research and~~ manufacturing facilities, in particular those focused on aseptic manufacturing. Our portfolio includes a full suite of capital equipment, consumable products, equipment maintenance, ~~specialty services,~~ and ~~capital~~specialty ~~equipment~~services.

We disclose 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 more information regarding our segments please refer to Note 13 to our consolidated financial statements titled, "Business Segment Information," and Item 1, "Business."

The following table compares business segment revenues as well as impacts from acquisitions, divestitures, and foreign currency movements for the year ended March 31, 2025 to the year ended March 31, 2024.


	Years ended March 31,
	As reported, U.S. GAAP				Impact of Acquisitions		Impact of Divestitures		Impact of Foreign Currency Movements		U.S. GAAP Growth		Organic Growth		Constant Currency Organic Growth
(dollars in thousands)	2025		2024		2025		2024		2025		2025		2025		2025
Segment revenues:
Healthcare	$	3,878,671	$	3,613,019	$	52,373	$	—	$	(8,139)	7.4	%	5.9	%	6.1	%
AST	1,038,573		953,980		—		—		(2,028)		8.9	%	8.9	%	9.1	%
Life Sciences	542,271		571,702		—		(34,598)		(1,915)		(5.1)	%	1.0	%	1.3	%

Total	$	5,459,515	$	5,138,701	$	52,373	$	(34,598)	$	(12,082)	6.2	%	5.9	%	6.2	%

Organic revenue growth and constant currency organic revenue growth are non-GAAP financial measures of revenue performance. Organic revenue growth is calculated by removing the impact of acquisitions and divestitures for one year following the respective transaction from the GAAP revenue growth. Constant currency organic revenue growth is subject to a further adjustment to eliminate the impact of foreign currency movements.

Healthcare revenues increased 7.4% in fiscal 2025, as compared to fiscal 2024, reflecting growth in service and consumable revenues of 13.5% and 11.8%, respectively, which was partially offset by declines in capital equipment revenues of 5.0%. The constant currency organic growth of 6.1% is primarily due to increased volume and pricing, impacting revenues by a low-single digit percentage.

The Healthcare segment’s backlog at March 31, 2025 amounted to $369.2 million. The Healthcare segment's backlog at March 31, 2024 was $353.8 million. The increase is due to increased demand from Customers.

AST revenues increased 8.9% in fiscal 2025, as compared to fiscal 2024. The constant currency organic growth of 9.1% is primarily due to increased pricing, impacting revenues by a mid-single digit percentage, as well as increased volume.

Life Sciences revenues decreased 5.1% in fiscal 2025, as compared to fiscal 2024 partially due to the sale of the CECS business, which more than offset other services growth resulting in a decline of 16.1% in service revenues. This decrease also reflects declines in capital equipment revenues of 24.4%, which was partially offset by growth in consumable revenues of 13.9%. The constant currency organic growth of 1.3% is primarily due to increased pricing, impacting revenues by a low single digit percentage.

The Life Sciences backlog at March 31, 2025 and 2024 amounted to $83.7 million and $71.4 million, respectively. The increase is due to increased demand from Customers.

The following table compares business segment and Corporate operating income for the year ended March 31, 2025 to the year ended March 31, 2024:

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The following table compares business segment revenues as well as impacts from acquisitions, divestitures, and foreign currency movements for the year ended March 31, 2024 to the year ended March 31, 2023.


	Years ended March 31,						Percent
(dollars in thousands)	2025		2024		Change		Change






Income (loss) from operations before adjustments:
Healthcare	971,521		871,358		100,163		11.5	%
AST	465,576		439,744		25,832		5.9	%
Life Sciences	229,441		221,349		8,092		3.7	%

Corporate	(399,033)		(348,497)		(50,536)		14.5	%
Total income from operations before adjustments	$	1,267,505	$	1,183,954	$	83,551	7.1	%
Less: Adjustments
Amortization of acquired intangible assets (1)	273,784		266,420
Acquisition and integration related charges (2)	11,159		25,526
Tax restructuring costs (3)	54		620

Net loss on divestiture of businesses (1)	—		873
Amortization of inventory and property "step up" to fair value (1)	5,442		10,032
Restructuring charges (4)	62,275		44,365
Illinois EO litigation settlement (5)	48,150		—
Total income from operations	$	866,641	$	836,118

	Years ended March 31,
	As reported, U.S. GAAP				Impact of Acquisitions		Impact of Divestitures		Impact of Foreign Currency Movements		U.S. GAAP Growth		Organic Growth		Constant Currency Organic Growth
	2024		2023		2024		2023		2024		2024		2024		2024
Segment revenues:
Healthcare	$	3,613,019	$	3,085,131	$	119,285	$	—	$	13,584	17.1	%	13.2	%	12.8	%
AST	953,980		914,431		—		—		10,449		4.3	%	4.3	%	3.2	%
Life Sciences	571,702		536,704		—		—		3,621		6.5	%	6.5	%	5.8	%
Total	$	5,138,701	$	4,536,266	$	119,285	$	—	$	27,654	13.3	%	10.7	%	10.0	%

Note: Organic revenue growth and constant currency organic revenue growth are non-GAAP financial measures of revenue performance. Organic revenue growth is calculated by removing the impact of acquisitions and divestitures for one year following the respective transaction from the GAAP revenue growth. Constant currency organic revenue growth is subject to a further adjustment to eliminate the impact of foreign currency movements.

Healthcare revenues increased 17.1% in fiscal 2024, as compared to fiscal 2023, reflecting growth in capital equipment, consumable, and service revenues of 21.7%, 18.9%, 11.8%, respectively. The constant currency organic growth of 12.8% is primarily due to increased volume, impacting revenues by a low double digit percentage, as well as increased pricing.

The Healthcare segment’s backlog at March 31, 2024 amounted to $353.8 million. The Healthcare segment's backlog at March 31, 2023 was $494.7 million. The decrease is due to increased shipments during fiscal 2024 as compared to fiscal 2023, resulting from shortened lead times and easing of supply chain constraints.

AST revenues increased 4.3% in fiscal 2024, as compared to fiscal 2023. The constant currency organic growth of 3.2% is primarily due to increased pricing, impacting revenues by a mid-single digit percentage, partially offset by lower volume. Revenue was negatively impacted by medical device Customer inventory management and the continued reduction in demand from bioprocessing Customers.

Life Sciences revenues increased 6.5% in fiscal 2024, as compared to fiscal 2023 reflecting growth in service, capital equipment, and consumable revenues of 11.1%, 5.5%, 4.3% respectively. The constant currency organic growth of 5.8% is primarily due to increased pricing, impacting revenues by a mid-single digit percentage, as well as higher volume.

The Life Sciences backlog at March 31, 2024 and 2023 amounted to $71.4 million and $104.9 million, respectively. The decrease is primarily due to the timing of shipments and a decrease in orders as compared to the same period in the prior year.

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The following table compares business segment and Corporate operating income for the year ended March 31, 2024 to the year ended March 31, 2023

	Years ended March 31,						Percent
(dollars in thousands)	2024		2023		Change		Change
Operating income (loss):
Healthcare	871,358		706,020		165,338		23.4	%
AST	439,744		429,020		10,724		2.5	%
Life Sciences	221,349		210,225		11,124		5.3	%
Corporate	(348,497)		(264,974)		(83,523)		31.5	%
Total operating income before adjustments	$	1,183,954	$	1,080,291	$	103,663	9.6	%
Less: Adjustments
Amortization of acquired intangible assets (1)	266,420		256,355
Acquisition and integration related charges (2)	25,526		23,486
Tax restructuring costs (3)	620		661
Gain on fair value adjustment of acquisition related contingent consideration (1)	—		(3,100)
Net loss (gain) on divestiture of businesses (1)	873		(67)
Amortization of inventory and property "step up" to fair value (1)	10,032		11,370
Restructuring charges (4)	44,365		485
Income from operations	$	836,118	$	791,101

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

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

(3) Costs incurred in ~~connection with the Redomiciliation and subsequent~~ tax restructuring.

(4) For more information regarding ~~our~~the restructurings, refer to Note 2 to our consolidated financial statements titled, "Restructuring."

~~The~~(5) ~~Healthcare~~For ~~segment’s~~more ~~operating~~information ~~income~~regarding ~~increased~~the ~~$165.3~~Illinois ~~million~~EO tolitigation ~~$871.4 million in fiscal year 2024~~settlement, asrefer ~~compared~~ to ~~$706.0~~Note ~~million~~12 ~~in fiscal year 2023. The segment's operating margins were 24.1% for fiscal year 2024 and 22.9% for fiscal year 2023. The increase in operating income and margin for the year is primarily due~~ to ~~the~~our ~~benefits~~consolidating offinancial ~~higher~~statements ~~volume,~~titled ~~including~~"Commitments ~~added volume from the acquisition of assets from BD,~~ and ~~pricing, which were partially offset by increased compensation, mostly due to commissions, and increased costs caused by inflation~~Contingencies."

The ~~AST~~Healthcare segment’s operating income increased $10100.72 million to $~~439~~971.75 million in fiscal year ~~2024~~2025, as compared to $~~429~~871.04 million in fiscal year ~~2023~~2024. The ~~increase in operating income is primarily due to favorable pricing. The AST~~ segment's operating margins were 4625.10% for fiscal year ~~2024~~2025 and 4624.91% for fiscal year ~~2023~~2024. The ~~decrease~~increase in operating income and margin for the year is primarily due to ~~higher~~the ~~labor~~benefits ~~costs~~of ~~and~~higher ~~decreased~~volume ~~productivity~~and pricing, which ~~exceeded~~were ~~the~~partially ~~benefits~~offset ofby ~~favorable~~increased ~~pricing~~compensation costs.

The ~~Life~~AST ~~Sciences business~~ segment’s operating income increased $1125.18 million to $~~221~~465.36 million in fiscal year ~~2024~~2025, as compared to $~~210~~439.27 million in fiscal year ~~2023~~2024. The increase in operating income ~~was~~for the year is primarily due to ~~favorable~~higher pricing and increased volume, which ~~were~~was partially offset by ~~increased~~higher ~~costs~~labor ~~caused by inflation~~costs. The AST segment’'s operating margins were 3844.78% for fiscal year ~~2024~~2025 and 3946.21% for fiscal year ~~2023~~2024. The decrease in operating margin ~~was~~is primarily due to ~~increased~~higher labor costs ~~due~~and tounfavorable ~~inflation~~productivity, which ~~exceeded~~was ~~the~~partially ~~benefits~~offset ofby ~~favorable~~higher pricing.

The Life Sciences segment’s operating income increased $8.1 million to $229.4 million in fiscal year 2025, as compared to $221.3 million in fiscal year 2024. The segment’s operating margins were 42.3% for fiscal year 2025 and 38.7% for fiscal year 2024. The increase in operating income and margin for the year is primarily due to favorable mix and pricing.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes significant components of our cash flows for the years ended March 31, 2025 and 2024:

	Years Ended March 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Net cash provided by operating activities	$	~~973~~1,~~274~~148,087		$	~~756~~973,~~947~~274
Net cash used in investing activities	(887,361)			(383,330)
Net cash provided by (used in) investing activities	388,773			(887,361)
Net cash used in financing activities	(851,~~186~~572,364)			(~~498~~85,~~718~~186)
Debt-to-total capital ratio	3323.76		%	33.67		%
Free cash flow	$	~~620~~787,~~329~~191		$	~~409~~620,~~565~~329

Net Cash Provided By Operating Activities – The net cash provided by our operating activities was $~~973~~1,148.31 million for the year ended March 31, ~~2024~~2025, compared to $~~756~~973.93 million for the year ended March 31, ~~2023~~2024. Net cash provided by operating activities increased in fiscal 2025 by 18.0% over fiscal 2024, and resulted from the increase in cash provided by working capital, primarily driven by higher collections on accounts receivable and improved inventory management when compared to the prior year.

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~~activities~~Net ~~increased~~Cash inProvided ~~fiscal~~By/Used ~~2024~~In Investing Activities – The net cash provided by 28our investing activities was $388.6%8 ~~over~~million ~~fiscal~~for ~~2023~~the year ended March 31, ~~and~~2025, ~~resulted~~compared ~~from~~to ~~the~~net ~~increase~~cash used in ~~operating~~our ~~activity~~investing ~~and~~activities ~~lower~~of $887.4 ~~use~~million offor the year ended March 31, 2024. The following discussion summarizes the significant changes in our investing cash flows for ~~working~~the ~~capital~~years ~~requirements.~~ended March 31, 2025 and 2024:

~~Net~~•Purchases ~~Cash~~of ~~Used~~property, Inplant, ~~Investing~~equipment, ~~Activities~~and –intangibles, ~~The~~ net ~~cash~~– ~~used~~Capital inexpenditures ~~our~~totaled ~~investing activities was~~ $~~887~~370.41 million ~~for~~in ~~the~~fiscal ~~year~~2025 ~~ended March 31, 2024,~~ compared to $~~383~~360.3 million ~~for the year ended March 31, 2023. The following discussion summarizes the significant changes~~ in ~~our~~fiscal ~~investing cash flows for the years ended March 31,~~ 2024 ~~and 2023:~~.

•~~Purchases~~Proceeds from the sale of property, plant, equipment, and intangibles, ~~net~~ – ~~Capital~~During ~~expenditures was comparable in~~ fiscal ~~2024~~2025 and ~~2023,~~2024 ~~totaling~~we received $~~360~~9.32 million and $~~362~~7.04 million, respectively, for ~~fiscal~~proceeds ~~2024~~from ~~and~~the ~~2023~~sale of property, ~~respectively~~plant, equipment and intangibles. The fiscal 2025 proceeds primarily related to the sale of a building previously used by the Healthcare segment, and the fiscal 2024 proceeds primarily related to the sale of a facility previously used by the AST segment.

•Proceeds from the sale of ~~property,~~businesses ~~plant, equipment and intangibles~~ – During fiscal ~~2024~~2025, ~~and 2023~~ we received ~~$7.4~~proceeds ~~million~~of ~~and~~ $14814.6 million, ~~respectively,~~primarily ~~for proceeds~~ from the ~~sale~~sales of ~~property,~~our ~~plant,~~Dental ~~equipment~~segment and ~~intangibles~~our CECS businesses. ~~The~~For ~~fiscal~~more ~~2024~~information, ~~proceeds~~refer ~~primarily~~to ~~related~~Note 3 to ~~the~~our ~~sale~~consolidated offinancial astatements ~~facility~~titled, ~~previously~~"Business ~~used~~Acquisitions byand ~~the~~Divestitures" ~~AST~~and ~~segment~~Note 4 to our consolidated financial statements titled "Discontinued Operations." ~~The~~During fiscal ~~2023~~2024, we received proceeds ~~were~~of ~~primarily~~$9.5 million from the ~~sale~~release of afunds ~~facility~~held ~~previously~~in ~~used~~escrow byrelated to the ~~Dental~~sale ~~segment~~of the Renal Care business during fiscal 2022.

•Proceeds from the sale of business – During fiscal 2024, we received proceeds of $9.5 million from the release of funds held in escrow related to the sale of the Renal Care business during fiscal 2022. During 2023, we sold the remaining component of the Animal Healthcare business for $6.6 million. For more information, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures."

•Proceeds from the sale of investments – During fiscal 2024, we received $3.9 million in proceeds from the sale of one of our equity investments. For more information refer to Note 19 to our consolidated financial statements, titled "Fair Value Measurements."

•~~Investment~~Purchases inof equity investments and convertible notes – During fiscal 2025 and fiscal 2024, we ~~invested~~purchased $10.8 million and $1.5 million, respectively, in equity investments and convertible notes related to funding the development of intellectual property and access to new markets.

•Acquisition of businesses, net of cash acquired – During fiscal ~~2024~~2025 and ~~2023~~2024, we used $~~546~~54.31 million and $42546.63 million, respectively, ~~for~~to ~~acquisitions~~acquire businesses. For more information on these acquisitions refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures."

Net Cash Used In Financing Activities – Net cash used in financing activities was $851,572.24 million for the year ended March 31, ~~2024~~2025, compared to net cash used in financing activities of $~~498~~85.72 million for the year ended March 31, ~~2023~~2024. The following discussion summarizes the significant changes in our financing cash flows for the years ended March 31, ~~2024~~2025 and ~~2023~~2024:

•Payments on term loans – During fiscal ~~2024~~2025 and ~~2023~~2024, we repaid $60638.01 million and $~~156~~60.90 million of our term loans, respectively. Our fiscal 2025 repayments were made with the proceeds from the sale of the Dental segment and funds generated from our operations. For more information on our term loans, refer to Note 8 to our consolidated financial statements titled, "Debt."

•Payments on Private Placement Senior Notes – During fiscal ~~2023,~~2025 we repaid $9180.0 million of ~~private~~Private ~~placement~~Placement ~~debt~~Senior Notes. For more information on our Private Placement Senior Notes, refer to Note 8 to our consolidated financial statements titled, "Debt."

•Payments/Proceeds under credit facilities, net – Net ~~proceeds~~payments ~~received~~ under credit facilities totaled $~~181~~446.53 million ~~and~~for fiscal 2025 compared to net proceeds received under credit facilities of $~~241~~181.75 million for fiscal 2024. The fiscal 2025 payments resulted from the use of proceeds from the sale of the Dental segment and ~~2023,~~funds ~~respectively~~generated by our operations. The fiscal 2024 proceeds were used to fund the acquisition of assets from BD. At the end of fiscal ~~2024~~2025, $~~484~~34.58 million of debt was outstanding under our bank credit facility, compared to $~~301~~484.75 million ~~of debt outstanding under this facility~~ at the end of fiscal ~~2023~~2024. We provide additional information about our bank credit facility in Note 8 to our consolidated financial statements titled, "Debt."

•~~Acquisition~~Deferred ~~related~~financing ~~deferred~~fees orand ~~contingent~~debt ~~consideration~~issuance costs – During fiscal ~~2024~~2025 ~~and 2023,~~ we paid $6.2 ~~million and $1~~.53 million infor ~~acquisition~~financing ~~related~~fees ~~deferred~~ and ~~contingent~~debt ~~consideration,~~issuance ~~respectively.~~costs ~~The~~related ~~fiscal~~to ~~2024~~our ~~increase~~Revolving isCredit ~~primarily~~Facility. For ~~related~~more toinformation ~~the~~on ~~payout~~our ofdebt, ~~contingent~~refer ~~consideration~~to ~~from~~Note a8 ~~prior~~to ~~acquisition~~our inconsolidated ~~the~~financial ~~amount~~statements oftitled, $5"Debt.~~0 million.~~"

•~~Repurchases~~Acquisition ofrelated ~~ordinary~~deferred ~~shares~~or contingent consideration – During fiscal ~~2024~~2025 and ~~2023~~2024, we ~~obtained~~paid ~~76,645 and 79,169, respectively, of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of~~ $110.84 million and $136.52 million, respectively. During fiscal 2024, we did not purchase any ordinary shares through our share repurchase program. During fiscal 2023, we purchased 1,563,983 of our ordinary shares through our share repurchase program in ~~the~~acquisition ~~aggregate~~related ~~amount~~deferred ofand ~~$295.0~~contingent ~~million. We provide additional information about our share repurchases in Note 15 to our consolidated financial statements titled~~consideration, ~~"Repurchases of Ordinary Shares~~respectively."

•~~Cash~~Repurchases ~~dividends~~of ~~paid to~~ ordinary ~~shareholders~~shares – During fiscal 2025 and 2024, we ~~paid~~obtained ~~cash~~94,577 ~~dividends~~and ~~totaling~~76,645, respectively, of our ordinary shares in connection with share-based compensation award programs in the aggregate amount of $~~200~~11.63 million orand $211.038 ~~per~~million, ~~outstanding share~~respectively. During fiscal ~~2023~~2025, we ~~paid~~purchased ~~cash~~907,158 ~~dividends~~of ~~totaling~~our ordinary shares for the aggregate amount of $~~183~~200.50 million or(exclusive $1of fees, commissions, and other charges) through our share repurchase program.84 ~~per~~During ~~outstanding~~fiscal 2024, we did not purchase any ordinary shares through our share repurchase program. We provide additional information about our share repurchases in Note 15 to our consolidated financial statements titled, "Repurchases of Ordinary Shares."

•Transactions with noncontrolling interest holders – During fiscal 2024 and 2023, we paid $1.6 million and $0.8 million, respectively, in distributions to noncontrolling interest holders. During fiscal 2024, we also received $3.0 million in contributions from noncontrolling interest holders.38

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•Cash dividends paid to ordinary shareholders – During fiscal 2025, we paid cash dividends totaling $219.9 million or $2.23 per outstanding share. During fiscal 2024, we paid cash dividends totaling $200.6 million or $2.03 per outstanding share.

•Transactions with noncontrolling interest holders – During fiscal 2025, we paid $2.1 million in distributions to noncontrolling interest holders and received $2.5 million in contributions from noncontrolling interest holders. During fiscal 2024, we paid $1.6 million in distributions to noncontrolling interest holders and received $3.0 million in contributions from noncontrolling interest holders.

•Stock option and other equity transactions, net – We generally receive cash for issuing shares upon the exercise of options under our employee stock option program. During fiscal 2025 and fiscal 2024, we received cash proceeds totaling $25.5 million and $10.5 million, respectively, under these programs.

Cash Flow Measures. The net cash provided by our operating activities was $1,148.1 million in fiscal 2025 compared to $973.3 million in fiscal 2024. Free cash flow was $787.2 million in fiscal 2025, compared to $620.3 million in fiscal 2024 (see subsection above titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow). The fiscal 2025 increase in free cash flow is primarily due to an increase in cash provided by working capital, primarily driven by higher collections on accounts receivable and improved inventory management when compared to the prior year, which was partially offset by increased capital spending.

Our debt-to-total capital ratio was 23.6% at March 31, 2025 and 33.7% at March 31, 2024.

Sources of Credit. Our sources of credit as of March 31, 2025 are summarized in the following table:


(dollars in thousands)	Maximum Amounts Available		Reductions in Available Credit Facility for Other Financial Instruments		March 31, 2025 Amounts Outstanding		March 31, 2025 Amounts Available
Sources of Credit
Private Placement Senior Notes	$	674,215	—		$	674,215	$	—


Revolving Credit Facility (1)	1,100,000		16,694		34,750		1,048,556
Senior Public Notes	1,350,000		—		1,350,000		—
Total Sources of Credit	$	3,124,215	$	16,694	$	2,058,965	$	1,048,556

(1) At March 31, 2025, there were $16.7 million of letters of credit outstanding under the Credit Agreement.

Our sources of funding from credit as of March 31, 2025 are summarized below:

•On October 7, 2024, STERIS plc (“Parent”), STERIS Corporation, STERIS Limited ("Limited"), and STERIS Irish FinCo Unlimited Company (“FinCo”), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $1,100.0 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 $625.0 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. The Revolving Credit Facility bears interest from time to time, at either the Base Rate or the Relevant Rate, as defined in and calculated under and as in effect from time to time under the Revolving Credit Agreement, plus the Applicable Margin, as defined in the Revolving Credit Agreement. The Applicable Margin is determined based on the Debt Rating of Parent, as defined in the Revolving Credit Agreement. Base Rate Advances are payable quarterly in arrears and Term Benchmark Advances are payable at the end of the relevant interest period therefor, but in no event less frequently than every three months. Swingline borrowings bear interest at a rate to be agreed by the applicable swingline lender and the applicable borrower, subject to a cap in the case of swingline borrowings denominated in U.S. Dollars equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee. There is no premium or penalty for prepayment of Base Rate Advances, but prepayments of Term Benchmark Advances are generally subject to a breakage fee. Advances may be extended in U.S. Dollars or in specified alternative currencies (“Alternative Currency Advances”). Alternative Currency Advances are limited in the aggregate to the equivalent of $625.0 million.

•On April 1, 2021, FinCo completed an offering of $1,350.0 million in aggregate principal amount, of its senior notes in two separate tranches: (i) $675.0 million aggregate principal amount of the FinCo’s 2.700% Senior Notes due 2031 (the “2031 Notes”) and (ii) $675.0 million aggregate principal amount of the FinCo’s 3.750% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Senior Public Notes”). The Senior Public Notes were issued pursuant to an Indenture, dated as of April 1, 2021 (the “Base Indenture”), among FinCo, Parent, STERIS Corporation and Limited (the

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~~•Stock~~“Guarantors”) ~~option~~ and ~~other~~U.S. ~~equity~~Bank ~~transactions~~National Association as trustee (the “Trustee”), ~~net~~as –supplemented Weby ~~generally~~the ~~receive~~First ~~cash~~Supplemental ~~for~~Indenture, ~~issuing~~dated ~~shares~~as ~~upon~~of April 1, 2021, among FinCo, the ~~exercise~~Guarantors and the Trustee (together with the Base Indenture, the “Indenture”). Each of ~~options~~the ~~under~~Guarantors ~~our~~guaranteed ~~employee~~the ~~stock~~Senior ~~option~~Public ~~program~~Notes jointly and severally on a senior unsecured basis. ~~During~~The ~~fiscal~~2031 ~~2024~~Notes will mature on March 15, 2031 and ~~fiscal~~the ~~2023~~2051 Notes will mature on March 15, we2051. ~~received~~The ~~cash~~Senior ~~proceeds~~Public ~~totaling~~Notes ~~$10~~will bear interest at the rates set forth above.5 ~~million~~Interest on the Senior Public Notes is payable on March 15 and ~~$1.8~~September ~~million,~~15 ~~respectively,~~of ~~under~~each ~~these~~year ~~programs.~~until their respective maturities.

~~Cash~~•As ~~Flow~~of ~~Measures.~~March 31, ~~The~~2025, ~~net~~a ~~cash~~total ~~provided~~of ~~by our operating activities was~~ $~~973~~34.38 million inwas ~~fiscal~~outstanding ~~2024~~under ~~compared~~the toRevolving ~~$756.9~~Credit ~~million~~Agreement, inbased ~~fiscal~~on ~~2023.~~currency ~~Free~~exchange ~~cash~~rates ~~flow~~as ~~was~~of ~~$620~~March 31, 2025.3 At ~~million~~March 31, ~~in fiscal 2024~~2025, ~~compared~~we tohad $~~409~~1,048.6 million inof ~~fiscal~~unused ~~2023~~funding ~~(see~~available ~~subsection~~under ~~above~~the ~~titled~~Revolving ~~"Non-GAAP~~Credit ~~Financial~~Agreement. ~~Measures"~~The ~~for~~Revolving ~~additional~~Credit ~~information~~Agreement ~~and~~includes ~~related~~a ~~reconciliation~~sub-limit ofthat ~~cash~~reduces ~~flows~~the ~~from~~maximum ~~operations~~amount available to ~~free~~us ~~cash~~by ~~flow).~~letters ~~The~~of ~~fiscal~~credit ~~2024~~outstanding. ~~increase~~At inMarch 31, ~~free~~2025, ~~cash~~there ~~flow~~ was ~~driven~~$16.7 bymillion ~~cash flows from operations as capital spending~~ in ~~fiscal~~letters ~~2024~~of ~~was~~credit ~~comparable~~outstanding tounder ~~fiscal~~the ~~2023~~Credit Agreement.

Our ~~debt-to-total~~outstanding ~~capital~~Private ~~ratio~~Placement ~~was~~Senior ~~33.7%~~Notes at March 31, ~~2024~~2025 ~~and~~were ~~33.6%~~as ~~at March 31, 2023.~~follows:

(dollars in thousands)	~~MaximumAmountsAvailable~~		Applicable Note Purchase Agreement	~~Reductions inAvailable CreditFacility for OtherFinancial Instruments~~		Maturity Date	~~March 31, 2024 Amounts Outstanding~~		U.S. Dollar Value at March 31, 2025		~~March 31, 2024 Amounts Available~~
Sources of Credit
$25,000 Senior notes at 3.55%			2012 Private Placement			December 2027			25,000
Private Placement Senior Notes	$	751,433		—			$	751,433			$	—
$125,000 Senior notes at 3.45%			2015 Private Placement			May 2025			125,000
Term Loan	45,000			—			45,000				—
$125,000 Senior notes at 3.55%			2015 Private Placement			May 2027			125,000
Delayed Draw Term Loan	593,126			—			593,126				—
$100,000 Senior notes at 3.70%			2015 Private Placement			May 2030			100,000
Revolving Credit Agreement (1)	1,250,000			11,444			484,529				754,027
$50,000 Senior notes at 3.93%			2017 Private Placement			February 2027			50,000
Senior Public Notes	1,350,000			—			1,350,000				—
€60,000 Senior notes at 1.86%			2017 Private Placement			February 2027			64,967
Total Sources of Credit	$	3,989,559		$	11,444		$	3,224,088			$	754,027
$45,000 Senior notes at 4.03%			2017 Private Placement			February 2029			45,000
€20,000 Senior notes at 2.04%			2017 Private Placement			February 2029			21,656
£45,000 Senior notes at 3.04%			2017 Private Placement			February 2029			58,212
€19,000 Senior notes at 2.30%			2017 Private Placement			February 2032			20,573
£30,000 Senior notes at 3.17%			2017 Private Placement			February 2032			38,807
Total Senior Notes									$	674,215

(1) At March 31, 2024, there were $11.4 million of letters of credit outstanding under the Credit Agreement.

Our sources of funding from credit as of March 31, 2024 are summarized below:

•On March 19, 2021, the Company, STERIS Corporation, STERIS Limited (“Limited”), and STERIS Irish FinCo Unlimited Company ("FinCo", "STERIS Irish FinCo"), each as a borrower and guarantor, entered into a credit agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”) providing for a $1,250.0 million revolving credit facility (the “Revolver”), which replaced a prior revolving credit agreement.

•The Revolver provides for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit. The Revolver may be increased in specified circumstances by up to $625.0 million at the discretion of the lenders. The Revolver matures on the date that is five years after March 19, 2021, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date. The Revolver bears interest from time to time, at either the Base Rate, the applicable Relevant Rate, or the applicable Adjusted Daily Simple RFR, as defined in and calculated under and as in effect from time to time under the Revolving Credit Agreement, plus the Applicable Margin, as defined in the Revolving Credit Agreement. The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Credit Agreement. Interest on Base Rate Advances is payable quarterly in arrears, interest on Term Benchmark Advances is payable at the end of the relevant interest period therefor, but in no event less frequently than every three months, and interest on RFR Advances is payable monthly after the date of borrowing. Swingline borrowings bear interest at a rate to be agreed upon by the applicable swingline lender and the applicable borrower, subject to a cap in the case of swingline borrowings denominated in U.S. Dollars equal to the Base Rate plus the Applicable Margin for Base Rate Advances plus the Facility Fee. Advances may be extended in U.S. Dollars or in specified alternative currencies.

•On March 19, 2021, the Company, STERIS Corporation, Limited, and FinCo, each as a borrower and guarantor, entered into a term loan agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Term Loan Agreement”) providing for a $550.0 million term loan facility (the “Term Loan”), which replaced an existing term loan agreement, dated as of November 18, 2020 (the “Existing Term Loan Agreement”). The proceeds of the Term Loan were used to refinance the Existing Term Loan Agreement.

•The Term Loan matures on the date that is five years after March 19, 2021 (the “Term Loan Closing Date”). No principal payments are due on the Term Loan for the period beginning from the first full fiscal quarter ended after the Term Loan Closing Date to and including the fourth full fiscal quarter ended after the Term Loan Closing Date. For the period beginning from the fifth full fiscal quarter ended after the Term Loan Closing Date to and including the twelfth full fiscal quarter ended after the Term Loan Closing Date, quarterly principal payments, each in the amount of 1.25% of the original principal amount of the Term Loan, are due on the last business day of each fiscal quarter. For the period beginning from the thirteenth full fiscal quarter ended after the Term Loan Closing Date through the maturity of the loan, quarterly

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principal payments, each in the amount of 1.875% of the original principal amount of the Term Loan, are due on the last business day of each fiscal quarter. The remaining unpaid principal is due and payable on the maturity date.

•The Term Loan bears interest from time to time, at either the Base Rate or the Adjusted Term SOFR Rate, as defined in and calculated under and as in effect from time to time under the Term Loan Agreement, plus the Applicable Margin, as defined in the Term Loan Agreement. The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Term Loan Agreement. Interest on Base Rate Advances is payable quarterly in arrears and interest on Term Benchmark Advances is payable in arrears at the end of the relevant interest period therefor, but in no event less frequently than every three months.

•Also on March 19, 2021, the Company, STERIS Corporation, Limited, and FinCo, each as a borrower and guarantor, entered into a delayed draw term loan agreement with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “Delayed Draw Term Loan Agreement”) providing for a delayed draw term loan facility of up to $750.0 million (the “Delayed Draw Term Loan”) in connection with STERIS’s acquisition of Cantel. During the first quarter of fiscal 2022, we borrowed $650.0 million under our Delayed Draw Term Loan Agreement. The Delayed Draw Term Loan was funded by the lenders upon consummation of the Cantel acquisition (the “Acquisition Closing Date”). The proceeds of the Delayed Draw Term Loan were used, together with the proceeds from other new indebtedness, to fund the cash consideration for the acquisition, as well as for various other items.

•The Delayed Draw Term Loan matures on the date that is five years after the Acquisition Closing Date. No principal payments are due on the Delayed Draw Term Loan for the period beginning from the first full fiscal quarter ended after the Acquisition Closing Date to and including the fourth full fiscal quarter ended after the Acquisition Closing Date. For the period beginning from the fifth full fiscal quarter ended after the Acquisition Closing Date to and including the twelfth full fiscal quarter ended after the Acquisition Closing Date, quarterly principal payments, each in the amount of 1.25% of the original principal amount of the Delayed Draw Term Loan, are due on the last business day of each fiscal quarter. For the period beginning from the thirteenth full fiscal quarter ended after the Acquisition Closing Date through the maturity of the loan, quarterly principal payments, each in the amount of 1.875% of the original principal amount of the Delayed Draw Term Loan, are due on the last business day of each fiscal quarter. The remaining unpaid principal is due and payable on the maturity date.

•The Delayed Draw Term Loan bears interest from time to time, at either the Base Rate or the Adjusted Term SOFR Rate, as defined in and calculated under and as in effect from time to time under the Delayed Draw Term Loan Agreement, plus the Applicable Margin, as defined in the Delayed Draw Term Loan Agreement. The Applicable Margin is determined based on the Debt Rating of STERIS, as defined in the Delayed Draw Term Loan Agreement. Interest on Base Rate Advances is payable quarterly in arrears and interest on Term Benchmark Advances is payable in arrears at the end of the relevant interest period therefor, but in no event less frequently than every three months.

•On May 3, 2023, in connection with the upcoming replacement of U.S. dollar LIBOR with SOFR, the Borrower, Guarantors, Lenders, and JPMorgan Chase Bank, N.A., each as defined in each of the agreements, amended the Revolving Credit Agreement, the Term Loan Agreement, and the Delayed Draw Term Loan Agreement. The amendments concern pricing, technical, administrative, and operational changes related to borrowings in U.S. dollars. The above descriptions reflect those amendments.

•On April 1, 2021, FinCo (the "Issuer") completed an offering of $1,350.0 million in aggregate principal amount, of its senior notes in two separate tranches: (i) $675.0 million aggregate principal amount of the Issuer’s 2.70% Senior Notes due 2031 (the “2031 Notes”) and (ii) $675.0 million aggregate principal amount of the Issuer’s 3.750% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Senior Public Notes”). The Senior Public Notes were issued pursuant to an Indenture, dated as of April 1, 2021 (the “Base Indenture”), among FinCo, the Company, STERIS Corporation and Limited (the “Guarantors”) and U.S. Bank National Association as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 1, 2021, among FinCo, the Guarantors and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Each of the Guarantors guaranteed the Senior Public Notes jointly and severally on a senior unsecured basis. The 2031 Notes will mature on March 15, 2031 and the 2051 Notes will mature on March 15, 2051. The Senior Public Notes will bear interest at the rates set forth above. Interest on the Senior Public Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2021, until their respective maturities.

•As of March 31, 2024, a total of $484.5 million was outstanding under the Revolving Credit Agreement, based on currency exchange rates as of March 31, 2024. At March 31, 2024, we had $754.0 million of unused funding available under the Revolving Credit Agreement. The Revolving Credit Agreement includes a sub-limit that reduces the maximum amount available to us by letters of credit outstanding. At March 31, 2024, there was $11.4 million in letters of credit outstanding under the Credit Agreement. As of March 31, 2024, $45.0 million and $593.1 million were outstanding under the Term Loan and Delayed Draw Term Loan, respectively.

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

(dollars in thousands)

Applicable Note Purchase Agreement

Maturity Date

U.S. Dollar Value at March 31, 2024

$80,000 Senior notes at 3.35%

2012 Private Placement

December 2024

80,000

$25,000 Senior notes at 3.55%

2012 Private Placement

December 2027

25,000

$125,000 Senior notes at 3.45%

2015 Private Placement

May 2025

125,000

$125,000 Senior notes at 3.55%

2015 Private Placement

May 2027

125,000

$100,000 Senior notes at 3.70%

2015 Private Placement

May 2030

100,000

$50,000 Senior notes at 3.93%

2017 Private Placement

February 2027

50,000

€60,000 Senior notes at 1.86%

2017 Private Placement

February 2027

64,708

$45,000 Senior notes at 4.03%

2017 Private Placement

February 2029

45,000

€20,000 Senior notes at 2.04%

2017 Private Placement

February 2029

21,569

£45,000 Senior notes at 3.04%

2017 Private Placement

February 2029

56,799

€19,000 Senior notes at 2.30%

2017 Private Placement

February 2032

20,491

£30,000 Senior notes at 3.17%

2017 Private Placement

February 2032

37,866

Total Senior Notes

751,433

The Private Placement Senior Notes were issued as follows:

•On February 27, 2017, Limited issued and sold an aggregate principal amount of $95.0 million, €99.0 million, and £75.0 million of senior notes in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. These notes have maturities of between 10 years and 15 years from the issue date. The agreement governing these notes contains leverage and interest coverage covenants.

•On May 15, 2015, STERIS Corporation issued and sold $350.0 million of senior notes in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. These notes have maturities of 10 years to 15 years from the issue date. The agreement governing these notes contains leverage and interest coverage covenants.

•In December 2012 and in February 2013, STERIS Corporation issued and sold $200.0 million of senior notes in a private placement to certain institutional investors in offerings that were exempt from the registration requirements of the Securities Act of 1933. The agreement governing the notes contains leverage and interest coverage covenants.

•On March 19, 2021, STERIS Corporation as issuer, and ~~the Company~~Parent, Limited and FinCo, as guarantors, entered into (1) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated December 4, 2012) per the 2012 and 2013 senior notes (the “2012 Amendment”), and (2) a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated certain note purchase agreements originally dated March 31, 2015) for the 2015 senior notes (the “2015 Amendment”). Also on March 19, 2021, Limited, as ~~Issuer~~issuer, and ~~the Company~~Parent, STERIS Corporation and FinCo, as guarantors, entered into a First Amendment to Amended and Restated Note Purchase Agreement dated March 5, 2019 (which had amended and restated a certain note purchase agreement originally dated January 23, 2017) for the 2017 senior notes (together with the 2012 Amendment and the 2015 Amendment, the “NPA Amendments”). The NPA Amendments provided, among other things, for the waiver of certain repurchase rights of the note holders and increased the size of certain baskets to more closely align with other current credit agreement baskets.

At March 31, 2024, we were in compliance with all financial covenants associated with our indebtedness. For additional information on our sources of funding and credit, refer to Note 8 to our consolidated financial statements titled, “Debt.”40

CAPITAL EXPENDITURES

Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, radioisotope (cobalt-60), and information technology enhancements and research and development advances. During fiscal 2024, our capital expenditures amounted to $360.3 million. We use cash provided by operating activities and our cash and cash equivalent balances to fund capital expenditures. In fiscal 2025, we plan to continue to invest in facility expansions, particularly within the Healthcare and AST segments and in ongoing maintenance for existing facilities.

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At March 31, 2025, we were in compliance with all financial covenants associated with our indebtedness. For additional information on our sources of funding and credit, refer to Note 8 to our consolidated financial statements titled, “Debt.”

CAPITAL EXPENDITURES

Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, cobalt-60, and information technology enhancements and research and development advances. During fiscal 2025, our capital expenditures amounted to $370.1 million. We use cash provided by operating activities and our cash and cash equivalent balances to fund capital expenditures. In fiscal 2026, we plan to continue to invest in facility expansions, particularly within the Healthcare and AST segments and in ongoing maintenance for existing facilities.

MATERIAL FUTURE CASH OBLIGATIONS AND COMMERCIAL COMMITMENTS

Cash Requirements. We intend to use our existing cash and cash equivalent balances and cash generated from operations to fund capital expenditures and meet our other liquidity needs. Our capital requirements depend on many uncertain factors, including our rate of sales growth, our Customers’ acceptance of our products and services, the costs of obtaining adequate manufacturing capacities, the timing and extent of our research and development projects, changes in our operating expenses and other factors. To the extent that existing and anticipated sources of cash are not sufficient to fund our future activities, we may need to raise additional funds through additional borrowings or the sale of equity securities. There can be no assurance that our financing arrangements will provide us with sufficient funds or that we will be able to obtain any additional funds on terms favorable to us or at all.

Our material future cash obligations and commercial commitments as of March 31, ~~2024~~2025 are presented in the following tables. Commercial commitments include standby letters of credit, letters of credit required as security under our self-insured risk retention policies, and other potential cash outflows resulting from events that require us to fulfill commitments. ~~Due to the announced sale of the Dental segment, Dental is classified as a discontinued operation. As such, obligations included below do not include the Dental segment.~~

Payments due by March 31,

(dollars in thousands)

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

~~2029~~2030 and thereafter

Total

Material Future Cash Obligations:

Debt

~~165~~125,~~938~~000

~~662~~114,~~029~~967

~~614~~150,~~396~~000

~~150~~124,~~000~~867

1,~~631~~544,~~725~~131

32,~~224~~058,~~088~~965

Operating leases

3741,~~947~~391

32,~~598~~753

2332,~~094~~753

1817,~~662~~533

~~104~~82,~~609~~663

~~216~~207,~~910~~093

Purchase obligations

~~167~~122,~~211~~466

4819,~~855~~725

—

~~216~~142,~~066~~191

Benefit payments under defined benefit plans

4,~~842~~838

4,~~761~~734

4,~~901~~849

5,~~017~~032

33,~~334~~292

52,~~855~~745

Trust assets available for benefit payments under defined benefit plans

(4,~~842~~838)

(4,~~761~~734)

(4,~~901~~849)

(5,~~017~~032)

(33,~~334~~292)

(52,~~855~~745)

Benefit payments under other post-retirement benefits plans

~~994~~950

~~890~~858

~~804~~760

~~712~~680

2,~~906~~729

65,~~306~~977

Total Material Future Cash Obligations

~~372~~289,~~090~~807

~~744~~168,~~372~~303

~~638~~183,~~294~~513

~~169~~143,~~374~~080

1,~~739~~629,~~240~~523

32,~~663~~414,~~370~~226

The table above includes only the principal amounts of our material future cash obligations. We provide information about the interest component of our long-term debt in the subsection of MD&A titled, “Liquidity and Capital Resources,” and in Note 8 to our consolidated financial statements titled, “Debt.”

Purchase obligations shown in the table above relate to minimum purchase commitments with suppliers for materials purchases and long-term construction contracts.

The table above excludes contributions we make to our defined contribution plans. Our future contributions to the defined contribution plans depend on uncertain factors, such as the amount and timing of employee contributions and discretionary employer contributions. We provide additional information about our defined benefit pension plans, defined contribution plan, and other post-retirement benefits plan in Note 11 to our consolidated financial statements titled, "Benefit Plans."

	Amount of Commitment Expiring March 31,
(dollars in thousands)	2025		2026		2027		2028		2029 and thereafter		Totals
Commercial Commitments:
Letters of credit and surety bonds	90,095		445		7,998		1,359		$	530	$	100,427
Letters of credit as security for self-insured risk retention policies	9,975		—		—		—		—		9,975
Total Commercial Commitments	$	100,070	$	445	$	7,998	$	1,359	$	530	$	110,402

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

STERIS plc ("Parent") and its wholly-owned subsidiaries, Limited and STERIS Corporation (collectively "Guarantors" and each a "Guarantor"), each have provided guarantees of the obligations of FinCo, a wholly-owned subsidiary issuer, under Senior Public Notes issued by FinCo on April 1, 2021 and of certain other obligations relating to the Senior Public Notes. The Senior Public Notes are guaranteed, jointly and severally, on a senior unsecured basis. The Senior Public Notes and the related guarantees are senior unsecured obligations of FinCo and the Guarantors, respectively, and are equal in priority with all other

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unsecured and unsubordinated indebtedness of the Issuer and the Guarantors, respectively, from time to time outstanding, including, as applicable, under the Private Placement Senior Notes, borrowings under the Revolving Credit Facility, the Term Loan and the Delayed Draw Term Loan.


	Amount of Commitment Expiring March 31,
(dollars in thousands)	2026		2027		2028		2029		2030 and thereafter		Totals
Commercial Commitments:
Letters of credit and surety bonds	110,901		2,907		595		1,731		$	388	$	116,522
Letters of credit as security for self-insured risk retention policies	10,875		—		—		—		—		10,875
Total Commercial Commitments	$	121,776	$	2,907	$	595	$	1,731	$	388	$	127,397

~~All~~SUPPLEMENTAL ofGUARANTOR ~~the~~FINANCIAL liabilities of non-guarantor direct and indirect subsidiaries of STERIS, other than STERIS Irish FinCo, STERIS Limited and STERIS Corporation, including any claims of trade creditors, are effectively senior to the Senior Public Notes. INFORMATION

Parent and its wholly-owned subsidiaries, Limited and STERIS ~~Irish~~Corporation, each have provided guarantees of the obligations of FinCo’s, ~~main~~a ~~objective~~wholly-owned ~~and~~subsidiary ~~source~~issuer, under Senior Public Notes issued by FinCo on April 1, 2021 and of ~~revenues~~certain other obligations relating to the Senior Public Notes. The Senior Public Notes are guaranteed, jointly and ~~cash~~severally, ~~flows~~on isa senior unsecured basis. The Senior Public Notes and the ~~provision~~related guarantees are senior unsecured obligations of ~~short-~~FinCo and ~~long-term~~the ~~financing~~Guarantors, ~~for~~respectively, ~~the~~and ~~activities~~are equal in priority with all other unsecured and unsubordinated indebtedness of ~~STERIS~~FinCo ~~plc~~and the Guarantors, respectively, from time to time outstanding, including, as applicable, under the Private Placement Senior Notes and ~~its~~borrowings ~~subsidiaries.~~under the Revolving Credit Facility.

~~The~~All ~~ability~~ of ~~our subsidiaries to pay dividends, interest and other fees to~~ the ~~Issuer~~liabilities ~~and ability~~ of ~~the~~non-guarantor ~~Issuer~~direct and ~~Guarantors~~indirect tosubsidiaries ~~service~~of ~~the Senior Public Notes may be restricted by~~Parent, ~~among~~ other ~~things~~than FinCo, ~~applicable~~Limited ~~corporate~~ and ~~other~~STERIS ~~laws~~Corporation, ~~and~~including ~~regulations~~any asclaims ~~well~~of astrade ~~agreements~~creditors, toare ~~which~~effectively ~~our~~senior ~~subsidiaries~~to ~~are~~the orSenior ~~may~~Public ~~become a party~~Notes.

FinCo’s main objective and source of revenues and cash flows is the provision of short- and long-term financing for the activities of Parent and its subsidiaries.

The ability of our subsidiaries to pay dividends, interest and other fees to FinCo and ability of FinCo and Guarantors to service the Senior Public Notes may be restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries are or may become a party.

The following is a summary of these guarantees:

Guarantees of Senior Notes

•Parent Company Guarantor – STERIS plc

•Subsidiary Issuer – STERIS Irish FinCo Unlimited Company

•Subsidiary Guarantor – STERIS Limited

•Subsidiary Guarantor – STERIS Corporation

The guarantee of a Guarantor will be automatically and unconditionally released and discharged:

•in the case of a ~~Subsidiary~~subsidiary Guarantor, upon the sale, transfer or other disposition (including by way of consolidation or merger) of such ~~Subsidiary~~subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the ~~indenture~~Indenture;

•in the case of a ~~Subsidiary~~subsidiary Guarantor, upon the sale, transfer or other disposition of all or substantially all the assets of such ~~Subsidiary~~subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the ~~indenture~~Indenture;

•in the case of a ~~Subsidiary~~subsidiary Guarantor, at such time as such ~~Subsidiary~~subsidiary Guarantor is no longer a borrower under or no longer guarantees any material credit facility (subject to ~~restatement~~reinstatement in specified circumstances);

•upon the legal defeasance or covenant defeasance of the ~~notes~~Senior Public Notes or the discharge of ~~the Issuer~~FinCo’s obligations under the ~~indenture~~Indenture in accordance with the terms of the ~~indenture~~Indenture;

•as described in accordance with the terms of the ~~indenture~~Indenture; or

•in the case of ~~the~~ Parent, if the ~~Issuer~~FinCo ceases for any reason to be a subsidiary of ~~the~~ Parent; provided that all guarantees and other obligations of ~~the~~ Parent in respect of all other indebtedness under any material credit facility of the Issuer terminate upon ~~the~~FinCo ~~Issuer~~ ceasing to be a subsidiary of ~~the~~ Parent; and

•upon such Guarantor delivering to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the ~~indenture~~Indenture relating to such transaction or release have been complied with.

The obligations of each Guarantor under its guarantee are expressly limited to the maximum amount that such Guarantor could guarantee without such guarantee constituting a fraudulent conveyance. Each Guarantor that makes a payment under its guarantee will be entitled upon payment in full of all guaranteed obligations under the indenture to a contribution from each Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with U.S. GAAP.

The following tables present summarized results of operations for the year ended March 31, ~~2024~~2025 and summarized balance sheet information at March 31, ~~2024~~2025 and ~~2023~~2024 for the obligor group of the Senior Public Notes. The obligor group consists of ~~the~~ Parent ~~Company Guarantor~~, ~~Subsidiary Issuer~~FinCo, and ~~Subsidiary Guarantors for~~ the ~~Senior~~other ~~Public Notes~~Guarantors. The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuer and (ii) equity in earnings from and investments in any ~~subsidiary that is a non-guarantor or issuer. Transactions with non-issuer and non-guarantor subsidiaries have been presented separately.~~

Summarized Results of Operations
(in thousands)	Twelve Months Ended
	March 31,
	2024
Revenues	$	2,895,406
Gross profit	1,658,167
Operating costs arising from transactions with non-issuers and non-guarantors - net	752,338
Income from operations	916,773
Non-operating income (expense) arising from transactions with subsidiaries that are non-issuers and non-guarantors - net	396,113
Net income	$	359,726

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Summarized Balance Sheet Information
(in thousands)
	March 31,		March 31,
	2024		2023
Receivables due from non-issuers and non-guarantor subsidiaries	$	19,120,843	$	17,797,185
Other current assets	846,149		614,233
Total current assets	$	19,966,992	$	18,411,418
Non-current receivables due from non-issuers and non-guarantor subsidiaries	$	1,797,274	$	1,827,125
Goodwill	292,559		96,892
Other non-current assets	642,240		303,223
Total non-current assets	$	2,732,073	$	2,227,240
Payables due to non-issuers and non-guarantor subsidiaries	$	21,415,901	$	19,347,473
Other current liabilities	289,047		255,746
Total current liabilities	$	21,704,948	$	19,603,219
Non-current payables due to non-issuers and non-guarantor subsidiaries	$	598,730	$	684,985
Other non-current liabilities	3,247,978		3,128,853
Total non-current liabilities	$	3,846,708	$	3,813,838

subsidiary that is a non-guarantor or issuer. Transactions with non-issuer and non-guarantor subsidiaries have been presented separately.


Summarized Results of Operations
	Twelve Months Ended
	March 31,
(dollars in thousands)	2025

Revenues	$	3,083,529
Gross profit	1,725,276
Operating costs arising from transactions with non-issuers and non-guarantors - net	715,398
Income from operations	906,855
Non-operating income (expense) arising from transactions with subsidiaries that are non-issuers and non-guarantors - net	662,771
Net income	$	676,338


Summarized Balance Sheet Information
	At March 31,
(dollars in thousands)	2025		2024
Receivables due from non-issuers and non-guarantor subsidiaries	$	19,931,477	$	19,120,843
Other current assets	830,522		846,149
Total current assets	$	20,761,999	$	19,966,992

Non-current receivables due from non-issuers and non-guarantor subsidiaries	$	1,278,411	$	1,797,274
Goodwill	297,209		292,559
Other non-current assets	632,555		642,240
Total non-current assets	$	2,208,175	$	2,732,073

Payables due to non-issuers and non-guarantor subsidiaries	$	23,557,233	$	21,415,901
Other current liabilities	333,726		289,047
Total current liabilities	$	23,890,959	$	21,704,948

Non-current payables due to non-issuers and non-guarantor subsidiaries	$	285,630	$	598,730
Other non-current liabilities	2,060,771		3,247,978
Total non-current liabilities	$	2,346,401	$	3,846,708

Credit Ratings

STERIS's Senior Public Notes have been assigned the following credit ratings:

Standard & Poor's

Moody's

Fitch

Credit Ratings (1)

BBB

Baa2

BBB

(1) Effective May 20, 2025

Each of the credit rating agencies reviews its rating periodically and there is no guarantee our current credit ratings will remain the same. If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The following subsections describe our most critical accounting estimates, and assumptions. Our accounting policies and recently issued accounting pronouncements are more fully described in Note 1 to our consolidated financial statements titled, "Nature of Operations and Summary of Significant Accounting Policies."

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Estimates and Assumptions. Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements that were prepared in accordance with United States generally accepted accounting principles. We make certain estimates and assumptions that we believe to be reasonable when preparing these financial statements. These estimates and assumptions involve judgments with respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could be materially different from these estimates. We periodically review these critical accounting policies, estimates, assumptions, and the related disclosures with the Audit Committee of the Company’s Board of Directors.

Revenue Recognition. Revenue is recognized when obligations under the terms of the contract are satisfied and control of the promised products or services has 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.

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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.

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 March 31, ~~2024~~2025, assets related to costs to fulfill a contract were not material to our consolidated financial statements.

Inventories and Reserves. Inventories are stated at the lower of their cost and net realizable value determined by the first-in, first-out cost method. Inventory costs include material, labor, and overhead.

We review inventory on an ongoing basis, considering factors such as deterioration and obsolescence. We record an allowance for estimated losses when the facts and circumstances indicate that particular inventories will not be usable. If future market conditions vary from those projected, and our estimates prove to be inaccurate, we may be required to write-down inventory values and record an adjustment to Cost of revenues.

Asset Impairment Losses. Property, plant, equipment, and identifiable intangible assets are reviewed for impairment when events and circumstances indicate that the carrying value of such assets may not be recoverable. Impaired assets are recorded at the lower of carrying value or estimated fair value. We conduct this review on an ongoing basis and, if impairment exists, we record the loss in the Consolidated Statements of Income during that period.

When we evaluate assets for impairment, we make certain judgments and estimates, including interpreting current economic indicators and market valuations, evaluating our strategic plans with regards to operations, historical and anticipated performance of operations, and other factors. If we incorrectly anticipate these factors, or unexpected events occur, our operating results could be materially affected.

Purchase Accounting and Goodwill. Assets and liabilities of the business acquired are accounted for at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired is recorded as goodwill. We supplement management expertise with valuation specialists in performing appraisals to assist us in determining the fair values of assets acquired and liabilities assumed. These valuations require us to make estimates and assumptions, especially with respect to intangible assets. We generally amortize our intangible assets over their estimated useful lives with the exception of indefinite lived intangible assets. We do not amortize goodwill, but we evaluate it annually for impairment. Therefore, the allocation of the purchase price to intangible assets and goodwill has a significant impact on future operating results.

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their estimated useful lives with the exception of indefinite lived intangible assets. We do not amortize goodwill, but we evaluate it annually for impairment. Therefore, the allocation of the purchase price to intangible assets and goodwill has a significant impact on future operating results.

We evaluate the recoverability of recorded goodwill amounts annually, or when evidence of potential impairment exists. We may consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. We may also utilize a discounted cash flow analysis that requires certain assumptions and estimates be made regarding market conditions and our future profitability. In those circumstances, we test goodwill for impairment by reviewing the book value compared to the fair value at the reporting unit level. We calculate the fair value of our reporting units based on the present value of estimated future cash flows. Management's judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows to measure fair value. Assumptions used in our impairment evaluations, such as forecasted growth rates and cost of capital, are consistent with internal projections and operating plans. We believe such assumptions and estimates are also comparable to those that would be used by other marketplace participants.

We evaluate indefinite lived intangible assets annually, or when evidence of potential impairment exists. We evaluate several qualitative indicators and assumptions, and trends that influence the valuation of the assets to determine if any evidence of potential impairment exists.

Income Taxes. Our provision for income taxes is based on our current period income, changes in deferred income tax assets and liabilities, income tax rates, changes in uncertain tax benefits, and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and the respective governmental taxing authorities. We use judgment in determining our annual effective income tax rate and evaluating our tax positions. We prepare and file tax returns based on our interpretation of tax laws and regulations, and we record estimates based on these judgments and interpretations. We cannot be sure that the tax authorities will agree with all of the tax positions taken by us. The actual income tax liability for each jurisdiction in any year can, in some instances, ultimately be determined several years after the tax return is filed and the financial statements are published.

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jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and the respective governmental taxing authorities. We use judgment in determining our annual effective income tax rate and evaluating our tax positions. We prepare and file tax returns based on our interpretation of tax laws and regulations, and we record estimates based on these judgments and interpretations. We cannot be sure that the tax authorities will agree with all of the tax positions taken by us. The actual income tax liability for each jurisdiction in any year can, in some instances, ultimately be determined several years after the tax return is filed and the financial statements are published.

We evaluate our tax positions using the recognition threshold and measurement attribute in accordance with current accounting guidance. We determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority and that the taxing authority will have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The appropriate unit of account for determining what constitutes an individual tax position, and whether the more-likely-than-not recognition threshold is met for a tax position, is a matter of judgment based on the individual facts and circumstances of that position evaluated in light of all available evidence. We review and adjust our tax estimates periodically because of ongoing examinations by and settlements with the various taxing authorities, as well as changes in tax laws, regulations and precedent.

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and the implementation of tax planning strategies. If we are unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the effective income tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowance, which would increase our effective income tax rate and could result in an adverse impact on our consolidated financial position, results of operations, or cash flows.

We believe that adequate accruals have been made for income taxes. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations or cash flows for any one period.

Additional information regarding income taxes is included in Note 10 to our consolidated financial statements titled, “Income Taxes.”

Self-Insurance Liabilities. We record a liability for self-insured risks that we retain for general and product liabilities, workers’ compensation, and automobile liabilities based on actuarial calculations. We use our historical loss experience and actuarial methods to calculate the estimated liability. This liability includes estimated amounts for both known losses and incurred but not reported claims. We review the assumptions used to calculate the estimated liability at least annually to evaluate the adequacy of the amount recorded. We maintain insurance policies to cover losses greater than our estimated liability, which are subject to the terms and conditions of those policies. The obligation covered by insurance contracts will remain on the balance sheet as we remain liable to the extent insurance carriers do not meet their obligation. Estimated amounts receivable under the contracts are included in the "Prepaid expenses and other current assets" line, and the "Other assets" line of our Consolidated Balance Sheets. Our accrual for self-insured risk retention as of March 31, 2024 and 2023 was $30.7 million and $30.4 million, respectively and is included in Accrued expenses and other and Other liabilities in our Consolidated Balance Sheets.45

We are also self-insured for employee medical claims. We estimate a liability for incurred but not reported claims based upon recent claims experience. Our self-insured liabilities contain uncertainties because management must make assumptions and apply judgments to estimate the ultimate cost to settle reported claims and claims incurred but not reported as of the balance sheet date. If actual results are not consistent with these assumptions and judgments, we could be exposed to additional costs in subsequent periods.

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Contingencies. We are, and will likely continue to be, involved in a number of legal proceedings, government investigations, and claims, which we believe generally arise in the course of our business, given our size, history, complexity, and the nature of our business, products, Customers, regulatory environment, and industries in which we participate. 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 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. InFurther, ~~our~~we ~~opinion,~~believe that the ultimate outcome of ~~these~~pending ~~proceedings~~lawsuits and claims iswill not ~~anticipated to~~ have a material adverse effect on our consolidated financial position, or results of operations, ortaken ~~cash~~as ~~flows~~a whole. Due ~~However~~to their inherent uncertainty, however, there can be no assurance of the ultimate outcome or effect of ~~proceedings,~~current ~~government~~or future litigation, investigations, ~~and~~claims or other proceedings. For certain types of claims, iswe ~~unpredictable~~presently maintain insurance coverage for personal injury and ~~actual~~property ~~results~~damage ~~could~~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 ~~materially~~no ~~different~~assurance ~~from~~that ~~our~~either ~~estimates~~will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us. We record expected recoveries under applicable ~~insurance~~ contracts when we are assured of recovery. ~~Refer~~Additional toinformation regarding our commitments and contingencies is included in Note 12 to our consolidated financial statements titled, "Commitments and Contingencies~~" for additional information~~."

We are subject to taxation from United States federal, state and local, and foreign jurisdictions. Tax positions are settled primarily through the completion of audits within each individual ~~tax~~ jurisdiction or the closing of astatutes ~~statute~~ of limitation. Changes in applicable tax law or other events may also require us to revise past estimates. ~~The~~We ~~IRS~~describe ofincome ~~the~~taxes ~~United~~further ~~States~~in ~~routinely~~Note ~~conducts~~10 ~~audits~~to of our ~~federal~~consolidated ~~income~~financial ~~tax~~statements ~~returns.~~titled, “Income Taxes” in this Annual Report on Form 10-K.

Additional information regarding our commitments and contingencies is included in Note 12 to our consolidated financial statements titled, "Commitments and Contingencies."

Benefit Plans. We provide defined benefit pension plans for certain employees and retirees. In addition, we sponsor an unfunded post-retirement benefits plan for two groups of United States retirees. Benefits under this plan include retiree life insurance and retiree medical insurance, including prescription drug coverage.

Employee pension and post-retirement benefits plans are a cost of conducting business and represent obligations that will be settled in the future and therefore, require us to use estimates and make certain assumptions to calculate the expense and liabilities related to the plans. Changes to these estimates and assumptions can result in different expense and liability amounts. Future actual experience may be significantly different from our current expectations. We believe that the most critical assumptions used to determine net periodic benefit costs and projected benefit obligations are the expected long-term rate of return on plan assets and the discount rate. A summary of significant assumptions used to determine the March 31, ~~2024~~2025 projected benefit obligations and the fiscal ~~2024~~2025 net periodic benefit costs is as follows:

	Synergy Health plc		Isotron BV		Synergy Health Daniken AG		Synergy Health Radeberg		Synergy Health Allershausen		Harwell Dosimeters Ltd		U.S. Post-Retirement Benefits Plan
(dollars in thousands)	Synergy Health plc		Isotron BV		Synergy Health Daniken AG		Synergy Health Radeberg		Synergy Health Allershausen		Harwell Dosimeters Ltd		U.S. Post-Retirement Benefits Plan
Funding Status	Funded		Funded		Unfunded		Unfunded		Unfunded		Funded		Unfunded
Assumptions used to determine March 31, 2024
Assumptions used to determine March 31, 2025
Benefit obligations:
Discount rate	4.80	%	3.4080	%	1.5010	%	3.80	%	32.5082	%	45.8065	%	5.00	%
Assumptions used to determine fiscal 2024
Assumptions used to determine fiscal 2025
Net periodic benefit costs:
Discount rate	45.7080	%	3.7040	%	1.5010	%	2.00	%	2.20	%	45.8565	%	45.7500	%
Expected return on plan assets	65.1030	%	3.7040	%	1.5010	%	n/a		n/a		n/a		n/a

NA – Not applicable.

We develop our expected long-term rate of return on plan assets assumptions by evaluating input from third-party professional advisors, taking into consideration the asset allocation of the portfolios, and the long-term asset class return expectations. Generally, net periodic benefit costs increase as the expected long-term rate of return on plan assets assumption decreases. Holding all other assumptions constant, lowering the expected long-term rate of return on plan assets assumption for 46

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We develop our discount rate assumptions by evaluating input from third-party professional advisers, taking into consideration the current yield on country specific investment grade long-term bonds which provide for similar cash flow streams as our projected benefit obligations. Generally, the projected benefit obligations and the net periodic benefit costs both increase as the discount rate assumption decreases. Holding all other assumptions constant, lowering the discount rate assumption for our defined benefit pension plans and for the other post-retirement benefits plan by 50 basis points would have decreased the fiscal ~~2024~~2025 net periodic benefit costs by less than $0.1 million and would have increased the projected benefit obligations by approximately $87.04 million at March 31, ~~2024~~2025.

We have made assumptions regarding healthcare costs in computing our other post-retirement benefit obligation. The assumed rates of increase generally decline ratably over a five year-period from the assumed current year healthcare cost trend rate of 78.5% to the assumed long-term healthcare cost trend rate. A 100 basis point change in the assumed healthcare cost trend rate (including medical, prescription drug, and long-term rates) would ~~have~~impact ~~had~~the total service and interest cost components and the ~~following~~post ~~effect~~retirement atbenefit obligation by less than $0.1 million as of March 31, ~~2024:~~2025.

	100 Basis Point
(dollars in thousands)	Increase		Decrease
Effect on total service and interest cost components	$	—	$	—
Effect on postretirement benefit obligation	1		(1)

We recognize an asset for the overfunded status or a liability for the underfunded status of defined benefit pension and post-retirement benefit plans in our balance sheets. This amount is measured as the difference between the fair value of plan assets and the benefit obligation (the projected benefit obligation for pension plans and the accumulated post-retirement benefit obligation for other post-retirement benefit plans). Changes in the funded status of the plans are recorded in other comprehensive income in the year they occur. We measure plan assets and obligations as of the balance sheet date. Note 11 to our consolidated financial statements titled, “Benefit Plans,” contains additional information about our pension and other post-retirement welfare benefits plans.

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FORWARD-LOOKING STATEMENTS

This Form 10-K may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date the statement is made and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “orders,” “backlog,” “comfortable,” “trend”,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, statements related to the expected benefits of and timing of completion of the Restructuring Plan, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Many of these important factors are outside of STERIS’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described in STERIS’s securities filings or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. References to products are summaries only and should not be considered the specific terms of the product clearance or literature. Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the ability to consummate the previously announced sale of STERIS’s Dental business segment (the “Transaction”) on the expected terms and within the anticipated time period, or at all, which is dependent on the satisfaction of certain closing conditions, some of which are outside of STERIS’s control, (b) STERIS’s ability to realize the expected benefits of the Transaction, including the earnout payment, (c) the risk that regulatory approvals that are required to complete the Transaction may not be received, may take longer than expected or may impose adverse conditions, (d) the impact of public health crises on STERIS’s operations, supply chain, material and labor costs, performance, results, prospects, or value, (e) STERIS's ability to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland , (f) operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected, (g) STERIS’s ability to successfully integrate acquired businesses into its existing businesses, including unknown or inestimable liabilities, impairments, or increases in expected integration costs or difficulties in connection with the integration of such businesses, (h) uncertainties related to tax treatments under the TCJA and the IRA, (i) the possibility that Pillar Two Model Rules could increase tax uncertainty and adversely impact STERIS's provision for income taxes and effective tax rate and subject STERIS to additional income tax in jurisdictions who adopt Pillar Two Model Rules, (j) STERIS's ability to continue to qualify for benefits under certain income tax treaties in light of ratification of more strict income tax treaty rules (through the MLI) in many jurisdictions where STERIS has operations, (k) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic corporation for United States federal tax purposes, (l) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, including as a result of inflation, (m) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (n) the possibility that application of or compliance with laws, court rulings, certifications, regulations, or regulatory actions, including without limitation any of the same relating to FDA, EPA or other regulatory authorities, government investigations, the outcome of any pending or threatened FDA, EPA or other regulatory warning notices, actions, requests, inspections or submissions, the outcome of any pending or threatened litigation brought by private parties, or other requirements or standards may delay, limit or prevent new product or service introductions, affect the production, supply and/or marketing of existing products or services, result in costs to STERIS that may not be covered by insurance, or otherwise affect STERIS’s performance, results, prospects or value, (o) the potential of international unrest, including the Russia-Ukraine or Israel-Hamas military conflicts, economic downturn or effects of currencies, tax assessments, tariffs and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs, (p) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s products and services, (q) the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products, due to supply chain issues or otherwise, or in the provision of services, (r) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, impairments, regulatory, governmental, or other issues or risks associated with STERIS’s businesses, industry or initiatives including, without limitation, those matters described in STERIS's various securities filings, may adversely impact STERIS’s performance, results, prospects or value, (s) the impact on STERIS and its operations, or tax liabilities, of Brexit or the exit of other member countries from the EU, and the Company’s ability to respond to such impacts, (t) the impact on STERIS and its operations of any legislation, regulations or orders, including but not limited to any new trade or tax legislation (including CAMT and excise tax on stock buybacks), regulations or orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto, (u) the possibility that anticipated financial results or benefits of recent acquisitions, of STERIS’s restructuring efforts, or of recent divestitures, including anticipated revenue, productivity improvement, cost savings, growth synergies and other anticipated benefits, will not be realized or will be other than anticipated, (v) the level of STERIS’s indebtedness limiting financial flexibility or increasing future borrowing costs,

50Many factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, those identified in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) operating costs, pressure on pricing (including, without limitation, as a result of inflation), Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected and leading to erosion of profit margins; (b) STERIS’s ability to successfully integrate acquired businesses into its existing businesses, including unknown or inestimable liabilities, impairments, or increases in expected integration costs or difficulties in connection with the integration of such businesses; (c) changes in tax laws or interpretations or the adoption of certain income tax treaties in jurisdictions where we operate that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic corporation for United States federal tax purposes, or tariffs and/or other trade barriers; (d) the possibility that compliance with laws, court rulings, certifications, regulations, or other regulatory actions, or the outcome of any pending or threatened litigation, including the EO litigation, may delay, limit or prevent new product or service introductions, impact production, supply and/or marketing of existing products or services, result in uncovered costs, or otherwise affect STERIS’s performance, results, prospects or value; (e) the potential of international unrest, including military conflicts, economic downturn and effects of currency fluctuations; (f) the possibility of delays in receipt of orders, order cancellations, or the manufacture or shipment of ordered products; (g) the possibility that anticipated growth, performance or other results may not be achieved, or that timing, execution, impairments, or other issues associated with STERIS’s businesses, industry or initiatives may adversely impact STERIS’s performance, results, prospects or value; (h) the impact on STERIS and its operations of any legislation, regulations or orders, including but not limited to any new trade, regulations or orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto by non-U.S. governments; (i) the possibility that anticipated financial results, anticipated revenue, productivity improvements, cost savings, growth synergies, and other anticipated benefits of acquisitions, restructuring efforts, and divestitures will not be realized or will be less than anticipated; (j) the level of STERIS’s indebtedness limiting financial flexibility or increasing future borrowing costs; (k) the effects of changes in credit availability and pricing, as well as the ability of STERIS and STERIS’s Customers and suppliers to adequately access the credit markets, on favorable terms or at all, when needed; (l) the impacts of increasing competition within our industry, which may exert pressure on our pricing strategy or lead to decreasing demand for our products and services; (m) the effects on our operations resulting from labor-related issues, such as strikes, unsuccessful union negotiations and other workforce disruptions; (n) the possibility of economic downturns and recessions, which could negatively impact our business by reducing consumer and Customer spending.

Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized.

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(w) rating agency actions or other occurrences that could affect STERIS’s existing debt or future ability to borrow funds at rates favorable to STERIS or at all, (x) the effects of changes in credit availability and pricing, as well as the ability of STERIS’s Customers and suppliers to adequately access the credit markets, on favorable terms or at all, when needed, and (y) the possibility that our expectations about the pre-tax savings resulting from the Restructuring Plan, the number of positions eliminated pursuant to the Restructuring Plan and the costs, charges and cash expenditures associated with the Restructuring

Plan may not be realized on the timeline or timelines we expect, or at all.

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the ordinary course of business, we are exposed to various risks, including, but not limited to, interest rate, foreign currency, and commodity risks. These risks are described in the sections that follow.

INTEREST RATE RISK

As of March 31, ~~2024~~2025, we had $2,~~101~~024.42 million in fixed rate senior notes outstanding. As of March 31, ~~2024~~2025, we had $~~484~~34.58 million in outstanding borrowings under our Credit Agreement ~~and $638.1 million in term loans~~ which are exposed to changes in interest rates. Based upon our debt structure at March 31, ~~2024~~2025, a hypothetical 100 basis point increase in floating interest rates would increase annual interest expense by approximately $110.23 million. We monitor our interest rate risk, but do not engage in any hedging activities using derivative financial instruments. For additional information regarding our debt structure, refer to Note 8 to our consolidated financial statements titled, “Debt.”

FOREIGN CURRENCY RISK

We are exposed to the impact of foreign currency exchange fluctuations. This foreign currency exchange risk arises when we conduct business in a currency other than the U.S. dollar. For most operations, local currencies have been determined to be the functional currencies. The financial statements of subsidiaries are translated to their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities and at average currency exchange rates for revenues and expenses. Translation adjustments for subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive income (loss) within equity. Note 20 to our consolidated financial statements titled, “Reclassifications out of Accumulated Other Comprehensive Income (Loss) ~~Income~~,” contains additional information about the impact of translation on accumulated other comprehensive income (loss) and equity. Transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in the Consolidated Statements of Income. Since we operate internationally and approximately 30% of our revenues and 20% of our Cost of revenues are generated outside the United States, foreign currency exchange rate fluctuations can significantly impact our financial position, results of operations, and competitive position.

We enter into foreign currency forward contracts to hedge monetary assets and liabilities denominated in foreign currencies, including intercompany transactions. We do not use derivative financial instruments for speculative purposes. At March 31, ~~2024~~2025, we held foreign currency forward contracts to buy 4844.0 million British pounds sterling and 415.0 million euros;, and to sell ~~150~~13.0 million ~~Mexican pesos, and 18.0 million~~ Australian dollars.

COMMODITY RISK

We are dependent on basic raw materials, sub-assemblies, components, and other supplies used in our operations. Our financial results could be affected by the availability and changes in prices of these materials. Some of these materials are sourced from a limited number of suppliers or only a single supplier. These materials are also key source materials for our competitors. Therefore, if demand for these materials rises, we may experience increased costs and/or limited or unavailable supplies. As a result, we may not be able to acquire key production materials on a timely basis, which could impact our ability to produce products and satisfy incoming sales orders on a timely basis. In addition, the costs of these materials can rise suddenly and result in significantly higher costs of production. We believe that we have adequate sources of supply for many of our key materials and energy sources. Where appropriate, we enter into long-term supply contracts as a basis to guarantee a reliable supply. We may also enter into commodity swap contracts to hedge price changes in commodities that impact raw materials included in our Cost of revenues. At March 31, ~~2024~~2025, we held commodity swap contracts to buy ~~789~~592.04 thousand pounds of nickel.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

									Page
			Report of Independent Registered Public Accounting Firm (PCAOB ID:42)						5451
			Consolidated Financial Statements:
			Consolidated Balance Sheets						5753
			Consolidated Statements of Income						5854
			Consolidated Statements of Comprehensive Income (Loss)						5955
			Consolidated Statements of Cash Flows						6056
			Consolidated Statements of Shareholder's Equity						6157
			Notes to Consolidated Financial Statements						6258
			Financial Statement Schedule:
			Schedule II - Valuation of Qualifying Accounts						~~106~~97

5350

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of STERIS plc

STERIS plc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, ~~2024~~2025 and ~~2023~~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, ~~2024~~2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, ~~2024~~2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 29, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

5451

Description of the Matter			Uncertain Tax Positions
			As discussed in Note 10 to the consolidated financial statements, the Company received two notices of proposed tax adjustments from the U.S. Internal Revenue Service (the “IRS”) regarding deemed dividend inclusions and associated withholding tax for fiscal year 2018. The IRS adjustments would result in a cumulative tax liability of approximately $50 million. The Company believes it is more-likely-than-not that they will be able to sustain the tax benefit recognized in the U.S. and has not recorded a liability for an uncertain tax position related to this matter.
			Auditing management’s analysis of tax positions related to the lack of deemed dividend inclusions and associated withholding tax was challenging as the analysis is highly judgmental due to complex interpretations of tax laws and legal rulings. This tax position must be evaluated, and there may be uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the facts and circumstances and the corresponding tax laws relied upon to conclude that it is currently more-likely-than-not that they will realize the benefit recorded.
			Our audit procedures included, among others, involving income tax subject matter resources to assess the technical merits of the Company’s tax positions related to the deemed dividend inclusions and associated withholding tax. We assessed the Company’s correspondence with the relevant tax authorities and evaluated income tax opinions and other third-party advice obtained by the Company. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and we tested the accuracy of the calculations performed. We also evaluated the adequacy of the Company’s disclosures included in Note 10 to the consolidated financial statements in relation to these matters.


Description of the Matter			Uncertain Tax Positions As discussed in Note 10 to the consolidated financial statements, the Company received two notices of deficiency from the U.S. Internal Revenue Service (the “IRS”) regarding deemed dividend inclusions and associated withholding tax for fiscal year 2018. The IRS adjustments would result in a cumulative tax liability of approximately $50 million. The Company believes it is more-likely-than-not that they will be able to sustain the tax benefit recognized in the U.S. and has not recorded a liability for an uncertain tax position related to this matter. Auditing management’s analysis of tax positions related to the lack of deemed dividend inclusions and associated withholding tax was challenging as the analysis is highly judgmental due to complex interpretations of tax laws and legal rulings. This tax position must be evaluated, and there may be uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity.

55How WeAddressed theMatter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the facts and circumstances and the corresponding tax laws relied upon to conclude that it is currently more-likely-than-not that they will realize the benefit recorded.Our audit procedures included, among others, involving income tax subject matter resources to assess the technical merits of the Company’s tax positions related to the deemed dividend inclusions and associated withholding tax. We assessed the Company’s correspondence with the relevant tax authorities and evaluated income tax opinions and other third-party advice obtained by the Company. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and we tested the accuracy of the calculations performed. We also evaluated the adequacy of the Company’s disclosures included in Note 10 to the consolidated financial statements in relation to these matters.

Description of the Matter			Valuation of the customer relationships intangible asset related to the acquisition of the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton Dickinson (BD)
			As discussed in Note 3 to the consolidated financial statements, on August 2, 2023, the Company purchased the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from BD for $539,758 thousand. The acquisition has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired, liabilities assumed and noncontrolling interests be recognized at their respective fair values as of the acquisition date. The Company preliminarily allocated $238,000 thousand of the purchase price to the fair value of the acquired customer relationships intangible asset. The purchase price allocation for BD is preliminary. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed.
			Auditing management’s preliminary valuation of the customer relationships intangible asset associated with this acquisition was complex and judgmental due to the significant estimation uncertainty in the Company’s determination of the preliminary fair value of the customer relationships intangible asset under an income approach using discounted cash flows. The significant estimation uncertainty was primarily due to the sensitivity of the fair value to the underlying assumption related to the customer attrition rate. This significant assumption is forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for the customer relationships intangible asset, including controls over management’s review of the significant assumption in the determination of fair value under the income approach.
			To test the estimated fair value of the acquired customer relationships intangible asset, our audit procedures included, among others, evaluating the Company’s selection of the valuation method, testing the significant assumption used by the Company and testing the completeness and accuracy of the underlying data. For example, we performed analyses to evaluate the sensitivity of changes in the assumption to the fair value of the customer relationships intangible asset and compared the significant assumption to current industry, market, and economic trends, and historical results of the acquired business. In addition, we involved our valuation specialists to assist with our evaluation of the methodology and significant assumption used by the Company to determine the preliminary fair value estimate of the customer relationships intangible asset, including the customer attrition rate.

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

/s/ Ernst & Young LLP

Cleveland, Ohio

May 29, ~~2024~~2025

5652

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STERIS PLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

March 31,

~~2024~~2025

~~2023~~2024

Assets

Current assets:

Cash and cash equivalents

~~207~~171,~~020~~701

~~208~~207,~~357~~020

Accounts receivable (net of allowances of $22,984 and $19,284, respectively)

1,008,315

864,988

Accounts receivable (net of allowances of $24,354 and $22,984, respectively)

1,043,961

1,008,315

Inventories, net

~~674~~581,~~535~~329

~~604~~674,~~410~~535

Prepaid expenses and other current assets

~~174~~203,~~349~~774

~~176~~174,~~107~~349

Current assets held for sale

~~804,904~~—

~~157~~804,~~580~~904

Total current assets

2,~~869~~000,~~123~~765

2,~~011~~869,~~442~~123

Property, plant, and equipment, net

1,~~765~~956,~~180~~544

1,~~632~~765,~~775~~180

Lease right-of-use assets, net

~~173~~156,~~201~~388

~~166~~173,~~553~~201

Goodwill

4,~~070~~095,~~712~~678

34,~~879~~070,~~219~~712

Intangibles, net

21,~~119~~854,~~282~~390

2,~~076~~119,~~699~~282

Other assets

6683,~~199~~046

7766,~~892~~199

Non-current assets held for sale

—

977,259

Total assets

10,146,811

11,063,697

Total assets

11,063,697

10,821,839

Liabilities and equity

Current liabilities:

Accounts payable

~~251~~280,~~723~~770

~~264~~251,~~165~~723

Accrued income taxes

1321,~~640~~456

4013,~~477~~640

Accrued payroll and other related liabilities

~~164~~192,~~831~~677

~~118~~164,~~463~~831

Short-term lease obligations

3134,~~239~~202

3031,~~065~~239

Short term indebtedness

85125,~~938~~000

6085,~~000~~938

Accrued expenses and other

~~319~~368,~~744~~068

~~298~~319,~~032~~744

Current liabilities held for sale

~~64,012~~—

5064,~~642~~012

Total current liabilities

~~931~~1,~~127~~022,173

~~861~~931,~~844~~127

Long-term indebtedness

31,~~120~~918,~~162~~701

3,~~018~~120,~~655~~162

Deferred income taxes, net

~~479~~403,~~688~~654

~~617~~479,~~538~~688

Long-term lease obligations

~~145~~124,~~828~~637

~~139~~145,~~557~~828

Other liabilities

7161,~~546~~889

7671,~~137~~546

Non-current liabilities held for sale

—

20,936

Total liabilities

3,531,054

4,748,351

Total liabilities

4,748,351

4,734,667

Commitments and contingencies (see Note 12)

Ordinary shares, with $0.001 par value; 500,000 shares authorized; 98,883 and 98,629 ordinary shares issued and outstanding, respectively

4,543,176

4,486,375

Ordinary shares, with $0.001 par value; 500,000 shares authorized; 98,301 and 98,883 ordinary shares issued and outstanding, respectively

4,420,413

4,543,176

Retained earnings

2,~~087~~475,~~645~~330

12,~~911~~087,~~533~~645

Accumulated other comprehensive loss

(~~328~~292,~~657~~338)

(~~320~~328,~~710~~657)

Total shareholders’ equity

6,~~302~~603,~~164~~405

6,~~077~~302,~~198~~164

Noncontrolling interests

1312,~~182~~352

913,~~974~~182

Total equity

6,~~315~~615,~~346~~757

6,~~087~~315,~~172~~346

Total liabilities and equity

1110,~~063~~146,~~697~~811

1011,~~821~~063,~~839~~697

See notes to consolidated financial statements.

5753

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STERIS PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share amounts)

Years Ended March 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenues:
Product	$	2,~~763~~871,~~954~~604	$	2,~~363~~763,~~754~~954	$	2,~~194~~363,~~620~~754
Service	2,~~374~~587,~~747~~911		2,~~172~~374,~~512~~747		2,~~028~~172,~~783~~512
Total revenues	5,~~138~~459,~~701~~515		45,~~536~~138,~~266~~701		4,~~223~~536,~~403~~266
Cost of revenues:
Product	1,~~516~~514,~~082~~275		1,~~271~~516,~~363~~082		1,~~191~~271,~~619~~363
Service	1,~~404~~542,~~459~~476		1,~~284~~404,~~177~~459		1,~~148~~284,~~777~~177
Total cost of revenues	23,~~920~~056,~~541~~751		2,~~555~~920,~~540~~541		2,~~340~~555,~~396~~540
Gross profit	2,~~218~~402,~~160~~764		12,~~980~~218,~~726~~160		1,~~883~~980,~~007~~726
Operating expenses:
Selling, general, and administrative	1,~~252~~334,~~318~~276		1,~~090~~252,~~663~~318		1,~~318~~090,~~481~~663
Research and development	~~103~~107,~~679~~648		98103,~~477~~679		8698,~~663~~477
Restructuring expenses	26,045		485		48
Illinois EO litigation settlement	48,150		—		—
Total operating expenses	1,382,042		1,189,625		1,405,192
Restructuring expenses	46,049		26,045		485
Income from operations	836,118		791,101		477,815
Total operating expenses	1,536,123		1,382,042		1,189,625
Non-operating expenses, net:
Income from operations	866,641		836,118		791,101
Interest expense	144,351		107,956		89,490
Non-operating expenses, net:
Fair value adjustment related to convertible debt, premium liability	—		—		27,806
Interest expense	86,261		144,351		107,956
Interest and miscellaneous (income) expense	(118,~~043~~402)		2(11,~~879~~043)		(62,~~284)~~879
Total non-operating expenses, net	133,308		110,835		111,012
Gain on sale of businesses and equity investment, net	(7,425)		—		—
Income from continuing operations before income tax expense	702,810		680,266		366,803
Total non-operating expenses, net	70,434		133,308		110,835
Income tax expense	149,530		124,069		82,344
Income from continuing operations before income tax expense	796,207		702,810		680,266
Income from continuing operations, net of income tax	553,280		556,197		284,459
Income tax expense	184,650		149,530		124,069
Loss from discontinued operations, net of income tax	(173,201)		(450,384)		(41,589)
Income from continuing operations, net of income tax	611,557		553,280		556,197
Net income	380,079		105,813		242,870
Income (loss) from discontinued operations, net of income tax	4,517		(173,201)		(450,384)
Less: Net income (loss) attributable to noncontrolling interests	1,840		(1,217)		(1,018)
Net income	616,074		380,079		105,813
Net income attributable to shareholders	$	378,239	$	107,030	$	243,888
Less: Net income (loss) attributable to noncontrolling interests	1,433		1,840		(1,217)
Net income (loss) per share attributable to shareholders - Basic:
Net income attributable to shareholders	$	614,641	$	378,239	$	107,030
Continuing Operations	$	5.58	$	5.59	2.93
Net income (loss) per share attributable to shareholders - Basic:
Discontinued Operations	$	(1.75)	$	(4.52)	(0.43)
Continuing Operations	$	6.19	$	5.58	$	5.59
Total	$	3.83	$	1.07	$	2.50
Discontinued Operations	$	0.05	$	(1.75)	$	(4.52)
Net income (loss) per share attributable to shareholders - Diluted:
Total	$	6.24	$	3.83	$	1.07
Continuing Operations	$	5.55	$	5.56	2.90
Net income (loss) per share attributable to shareholders - Diluted:
Discontinued Operations	$	(1.74)	$	(4.49)	(0.42)
Continuing Operations	$	6.16	$	5.55	$	5.56
Total	$	3.81	$	1.07	$	2.48
Discontinued Operations	$	0.05	$	(1.74)	$	(4.49)
Cash dividends declared per ordinary share outstanding	$	2.03	$	1.84	$	1.69
Total	$	6.20	$	3.81	$	1.07
Cash dividends declared per ordinary share outstanding	$	2.23	$	2.03	$	1.84

See notes to consolidated financial statements.

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STERIS PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

Years Ended March 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income	$	~~380~~616,~~079~~074	$	~~105~~380,~~813~~079	$	~~242~~105,~~870~~813
Less: Net income (loss) attributable to noncontrolling interests	1,~~840~~433		(1,~~217)~~840		(1,~~018~~217)
Net income attributable to shareholders	$	~~378~~614,~~239~~641	$	~~107~~378,~~030~~239	$	~~243~~107,~~888~~030
Other comprehensive loss
Other comprehensive income (loss)
Defined benefit plan changes (net of tax (benefit) expense of $(155), $521, and $507, respectively)	(736)		(1,264)		6,795
Defined benefit plan changes (net of taxes of $(144), $(155), and $521, respectively)	149		(736)		(1,264)
Change in cumulative foreign currency translation adjustment	(736,~~211)~~170		(~~109~~7,~~638~~211)		(~~155~~109,~~360~~638)
Total other comprehensive loss attributable to shareholders	(7,947)		(110,902)		(148,565)
Total other comprehensive income (loss) attributable to shareholders	36,319		(7,947)		(110,902)
Comprehensive income (loss) attributable to shareholders	$	~~370~~650,~~292~~960	$	(3370,~~872)~~292	$	95(3,~~323~~872)

See notes to consolidated financial statements.

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STERIS PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

Years Ended March 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating activities:
Net income	$	~~380~~616,~~079~~074	$	~~105~~380,~~813~~079	$	~~242~~105,~~870~~813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization	~~565~~476,~~244~~215		~~552~~565,~~897~~244		~~553~~552,~~104~~897
Deferred income taxes	(~~131~~76,~~412~~546)		(~~185~~131,~~913~~412)		(~~106~~185,~~620~~913)
Share-based compensation expense	5657,~~535~~397		3856,~~951~~535		5738,~~660~~951
Loss on the disposal of property, plant, equipment, and intangibles, net	245,~~997~~735		2224,~~193~~997		1522,~~117~~193
Loss on classification as held for sale	~~206,444~~—		—206,444		—
Loss (gain) on sale of businesses	873		(67)		(874)
Loss (gain) on sale of businesses and investments, net	6,444		327		(67)
Gain on sale of investments	(546)		—		—
Amortization of inventory fair value adjustments	—		4,822		7,363
Fair value adjustment related to convertible debt, premium liability	—		—		27,806
Goodwill impairment loss	—		—		490,565
Amortization of inventory fair value adjustments	4,822		7,363		66,663
Other items	(3,745)		12,316		(24,832)
Goodwill impairment loss	—		490,565		—
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Other items	12,316		(24,832)		(21,639)
Accounts receivable, net	(28,815)		(128,069)		(133,304)
Changes in operating assets and liabilities, net of effects of acquisitions:
Inventories, net	73,072		(37,450)		(123,921)
Accounts receivable, net	(128,069)		(133,304)		(51,969)
Other current assets	(50,272)		(1,552)		(24,086)
Inventories, net	(37,450)		(123,921)		(102,922)
Accounts payable	33,589		(18,962)		53,342
Other current assets	(1,552)		(24,086)		7,126
Accruals and other, net	38,939		39,955		(22,054)
Accounts payable	(18,962)		53,342		14,887
Net cash provided by operating activities	1,148,087		973,274		756,947
Accruals and other, net	39,955		(22,054)		(16,398)
Net cash provided by operating activities	973,274		756,947		684,811
Investing activities:
Purchases of property, plant, equipment, and intangibles, net	(~~360~~370,~~326~~091)		(~~361~~360,~~969~~326)		(~~287~~361,~~563~~969)
Proceeds from the sale of property, plant, equipment, and intangibles	79,~~381~~195		147,~~587~~381		114,~~741~~587
Proceeds from the sale of businesses	9814,~~458~~558		69,~~624~~458		~~169~~6,~~712~~624
Proceeds from the sale of investments	~~3,882~~—		—3,882		—
Investment in convertible notes	(1,500)		—		—
Purchases of equity investments and convertible notes	(10,750)		(1,500)		—
Acquisition of businesses, net of cash acquired	(~~546~~54,~~256~~139)		(42546,~~572~~256)		(~~550~~42,~~449~~572)
Net cash used in investing activities	(887,361)		(383,330)		(666,559)
Net cash provided by (used in) investing activities	388,773		(887,361)		(383,330)
Financing activities:
Proceeds from issuance of senior public notes	—		—		1,350,000
Payments on term loans	(638,125)		(60,000)		(156,875)
Proceeds from term loans	—		—		650,000
Payments on Private Placement Senior Notes	(80,000)		—		(91,000)
Payments on term loans	(60,000)		(156,875)		(345,000)
(Payments) proceeds under credit facilities, net	(446,304)		181,486		241,657
Payments on Private Placement Senior Notes	—		(91,000)		(721,284)
Deferred financing fees and debt issuance costs	(2,316)		—		—
Payments on convertible debt	—		—		(371,361)
Acquisition related deferred or contingent consideration	(355)		(6,242)		(1,471)
Proceeds (payments) under credit facilities, net	181,486		241,657		(190,174)
Repurchases of ordinary shares	(211,321)		(11,765)		(308,565)
Deferred financing fees and debt issuance costs	—		—		(17,472)
Cash dividends paid to ordinary shareholders	(219,875)		(200,570)		(183,498)
Acquisition related deferred or contingent consideration	(6,242)		(1,471)		(32,679)
Distributions to noncontrolling interest holders	(2,069)		(1,561)		(794)
Repurchases of ordinary shares	(11,765)		(308,565)		(55,777)
Contributions from noncontrolling interest holders	2,532		2,994		—
Cash dividends paid to ordinary shareholders	(200,570)		(183,498)		(163,169)
Stock option and other equity transactions, net	25,469		10,472		1,828
Distributions to noncontrolling interest holders	(1,561)		(794)		(997)
Net cash used in financing activities	(1,572,364)		(85,186)		(498,718)
Contributions from noncontrolling interest holders	2,994		—		3,672
Effect of exchange rate changes on cash and cash equivalents	185		(2,064)		(14,862)
Stock option and other equity transactions, net	10,472		1,828		10,071
Decrease in cash and cash equivalents	(35,319)		(1,337)		(139,963)
Net cash (used in) provided by financing activities	(85,186)		(498,718)		115,830
Cash and cash equivalents at beginning of period	207,020		208,357		348,320
Effect of exchange rate changes on cash and cash equivalents	(2,064)		(14,862)		(6,293)
Cash and cash equivalents at end of period	$	171,701	$	207,020	$	208,357
(Decrease) increase in cash and cash equivalents	(1,337)		(139,963)		127,789
Cash and cash equivalents at beginning of period	208,357		348,320		220,531
Cash and cash equivalents at end of period	$	207,020	$	208,357	$	348,320

See notes to consolidated financial statements.

6056

Table of Contents

STERIS PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

	Ordinary Shares			RetainedEarnings		AccumulatedOtherComprehensiveLoss		Non-controllingInterest		TotalEquity
	Number	Amount
Balance at March 31, 2021	85,353	$	2,002,825	$	1,939,408	$	(61,243)	$	10,478	$	3,891,468
Balance at March 31, 2022	100,067	$	4,742,920	$	1,999,244	$	(209,808)	$	12,281	$	6,544,637
Comprehensive income:
Net income (loss)	—	—		243,888		—		(1,018)		242,870
Other comprehensive loss	—	—		—		(148,565)		—		(148,565)
Repurchases of ordinary shares	(353)	(34,894)		(20,883)		—		—		(55,777)
Equity compensation programs and other	770	67,499		—		—		—		67,499
Cash dividends – $1.69 per ordinary share	—	—		(163,169)		—		—		(163,169)
Issuance of shares for acquisition of Cantel Medical LLC ("Cantel")	14,297	2,689,317								2,689,317
Consideration related to equity component of Cantel convertible debt		175,555								175,555
Consideration related to Cantel equity compensation programs		18,173								18,173
Reclassification to Cantel convertible debt, premium liability		(175,555)								(175,555)
Distributions to noncontrolling interest holders	—	—		—		—		(997)		(997)
Contributions from noncontrolling interest holders	—	—		—		—		3,672		3,672
Other changes in noncontrolling interest	—	—		—		—		146		146
Balance at March 31, 2022	100,067	4,742,920		1,999,244		(209,808)		12,281		6,544,637
Comprehensive income:
Net income (loss)	—	—		107,030		—		(1,217)		105,813
Other comprehensive loss	—	—		—		(110,902)		—		(110,902)
Repurchases of ordinary shares	(1,642)	(297,322)		(11,243)		—		—		(308,565)
Equity compensation programs and other	204	40,777		—		—		—		40,777
Cash dividends – $1.84 per ordinary share	—	—		(183,498)		—		—		(183,498)
Distributions to noncontrolling interest holders	—	—		—		—		(794)		(794)
Other changes in noncontrolling interest	—	—		—		—		(296)		(296)
Balance at March 31, 2023	98,629	$4,486,375	~~4,486,375~~	$1,911,533	~~1,911,533~~	$(320,710)	~~(320,710)~~	$9,974	~~9,974~~	$6,087,172	~~6,087,172~~
Comprehensive income:
Net income	—	—		378,239		—		1,840		380,079
Other comprehensive loss	—	—		—		(7,947)		—		(7,947)
Repurchases of ordinary shares	(77)	(10,208)		(1,557)		—		—		(11,765)
Equity compensation programs and other	331	67,009		—		—		—		67,009
Cash dividends – $2.03 per ordinary share	—	—		(200,570)		—		—		(200,570)
Distributions to noncontrolling interest holders	—	—		—		—		(1,562)		(1,562)
Contributions from noncontrolling interest holders	—	—		—		—		2,994		2,994
Other changes in noncontrolling interest	—	—		—		—		(64)		(64)
Balance at March 31, 2024	98,883	$	4,543,176	$	2,087,645	$	(328,657)	$	13,182	$	6,315,346
Comprehensive income:
Net income	—	—		614,641		—		1,433		616,074
Other comprehensive income	—	—		—		36,319		—		36,319
Repurchases of ordinary shares	(1,002)	(205,633)		(7,081)		—		—		(212,714)
Equity compensation programs and other	420	82,870		—		—		—		82,870
Cash dividends – $2.23 per ordinary share	—	—		(219,875)		—		—		(219,875)
Distributions to noncontrolling interest holders	—	—		—		—		(2,069)		(2,069)
Contributions from noncontrolling interest holders	—	—		—		—		2,532		2,532
Divestiture of joint venture interest	—	—		—		—		(2,639)		(2,639)
Other changes in noncontrolling interest	—	—		—		—		(87)		(87)
Balance at March 31, 2025	98,301	$	4,420,413	$	2,475,330	$	(292,338)	$	12,352	$	6,615,757

See notes to consolidated financial statements.

6157

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations. STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe. We offer our Customers a unique mix of innovative products and services. These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; ~~and~~ services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, and outsourced reprocessing; ~~and~~ capital equipment, such as sterilizers, surgical tables, and automated endoscope reprocessors,; and connectivity solutions such as operating room (“OR”) integration.

Our fiscal year ends on March 31. References in this Annual 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.

Principles of Consolidation. We use the consolidation method to report our investment in our subsidiaries. Therefore, the accompanying consolidated financial statements include the ~~accounts~~financial statements of the Company and its wholly-owned and majority-owned subsidiaries. We eliminate intercompany accounts and transactions when we consolidate these ~~accounts~~financial statements. Investments in equity of unconsolidated affiliates, over which the Company has significant influence, but not control, over the financial and operating polices, are accounted for primarily using the equity method. These investments are immaterial to the Company's consolidated financial statements. Our reporting currency is United States Dollars (USD).

Discontinued Operations. On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $787,500, subject to customary adjustments, and up to an additional $12~~.5 million~~,500 in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025. The transaction iswas structured as an equity sale and closed on May 31, 2024. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations have been reclassified toas income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented, and we ~~have~~ classified the Dental segment's assets and liabilities as held for sale for ~~all~~the ~~periods~~year ~~presented~~ended March 31, 2024 in the accompanying Consolidated Balance Sheets. ~~The~~Due ~~transaction~~to isthe ~~anticipated~~transaction toclosing ~~close~~ in the first quarter of fiscal 2025~~. Therefore~~, the held for sale assets and liabilities ~~are~~were classified as current as of March 31, 2024. Our Consolidated Statements of Cash Flows include the financial results of the Dental segment ~~for~~through ~~all~~the ~~periods~~date ~~presented~~of sale on May 31, 2024. For additional information regarding this transaction and its effect on our financial reporting, refer to Note 4 titled, "Discontinued Operations" and Note 13 titled, "Business Segment Information."

Use of Estimates. We make certain estimates and assumptions when preparing financial statements according to accounting principles generally accepted in the United States ("U.S. GAAP") that affect the reported amounts of assets and liabilities at the financial statement dates and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions involve judgments with respect to many factors that are difficult to predict and are beyond our control. Actual results could be materially different from these estimates. We revise the estimates and assumptions as new information becomes available.

Cash Equivalents and Supplemental Cash Flow Information. Cash equivalents are all highly liquid investments with a maturity of three months or less when purchased. We invest our excess cash in short-term instruments including money market funds, money market deposit accounts, bank savings accounts, and time deposits with major banks and financial institutions. We select investments in accordance with the criteria established in our investment policy. Our investment policy specifies, among other things, maturity, credit quality and concentration restrictions with the objective of preserving capital and maintaining adequate liquidity.

6258

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Information supplementing our Consolidated Statements of Cash Flows is as follows:

Years Ended March 31,

~~2024~~2025

~~2023~~2024

~~2022~~2023

Cash paid during the year for:

Interest

~~142~~89,~~167~~401

~~108~~142,~~470~~167

84108,~~696~~470

Income taxes

~~271~~273,~~274~~611

~~254~~271,~~661~~274

~~138~~254,~~382~~661

Cash received during the year for income tax refunds

199,~~175~~514

219,~~315~~175

42,~~605~~315

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

Refer to Note 13 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~~distributor, ~~Dealer~~dealer or ~~Group~~group ~~Purchasing~~purchasing ~~Organization~~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~~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~~distributor, ~~Dealer~~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

6359

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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~~Service revenue ratably over the contract term using a time-based input measure.

Within our AST segment, ~~service~~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.

Contract Liabilities

Payments received from Customers are based on invoices or billing schedules as established in contracts with Customers. Deferred revenue is recorded when payment is received in advance of performance under the contract. Deferred revenue is recognized as revenue upon completion of the performance obligation, which generally occurs within one year. During fiscal ~~2024~~2025, we recognized revenue of $6665,~~690~~056 that was included in our contract liability balance at the beginning of the period. During fiscal ~~2023~~2024, we recognized revenue of $7266,~~914~~690 that was included in our contract liability balance at the beginning of the period.

Refer to Note 9 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 9 titled, "Additional Consolidated Balance Sheet Information" for service liability balances.

Remaining Performance Obligations

Remaining performance obligations reflect only the performance obligations related to agreements for which we have a firm commitment from a Customer to purchase, and exclude variable consideration related to unsatisfied performance obligations. With regard to products, these remaining performance obligations include orders for capital equipment and consumables where control of the products has not passed to the ~~customer~~Customer. With regard to service, these remaining performance obligations primarily include installation, certification, and outsourced reprocessing services. As of March 31, ~~2024~~2025, the transaction price allocated to remaining performance obligations was approximately $1,~~419~~658,~~646~~025. We expect to recognize approximately 5651% of the transaction price within one year and approximately 3340% beyond one year. The remainder has yet to be scheduled for delivery.

Accounts Receivable. Accounts receivable are presented at their face amount, less allowances for sales returns and uncollectible accounts. Accounts receivable consist of amounts billed and currently due from Customers and amounts earned but unbilled. We may obtain and perfect a security interest in products sold in the United States when we have a concern with the Customer's risk profile.

We maintain an allowance for uncollectible accounts receivable for estimated losses in the collection of amounts owed by Customers. We estimate the allowance based on analyzing a number of factors, including amounts written off historically, Customer payment practices, and general economic conditions. We also analyze significant Customer accounts on a regular basis and record a specific allowance when we become aware of a specific Customer’s inability to pay. As a result, the related accounts receivable are reduced to an amount that we reasonably believe is collectible.

We maintain an allowance for sales returns based upon known returns and estimated returns for both capital equipment and consumables. We estimate returns of capital equipment and consumables based upon recent historical experience.

Inventories, net. Inventories are stated at the lower of their cost and net realizable value determined by the first-in, first-out cost method. Inventory costs include material, labor, and overhead.

6460

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We review inventory on an ongoing basis, considering factors such as deterioration, obsolescence, and other items. We record an allowance for estimated losses when the facts and circumstances indicate that particular inventories will not be usable. If future market conditions vary from those projected, and our estimates prove to be inaccurate, we may be required to write-down inventory values and record an adjustment to Cost of revenues.

Property, Plant, and Equipment. Our property, plant, and equipment consists of land and land improvements, buildings and leasehold improvements, machinery and equipment, information systems, ~~radioisotope (~~cobalt-60), and construction in progress. Property, plant, and equipment are presented at cost less accumulated depreciation and depletion. We capitalize additions and improvements. Repairs and maintenance are charged to expense as they are incurred.

Land is not depreciated and construction in progress is not depreciated until placed in service. Depreciation of most assets is computed on the cost less the estimated salvage value by using the straight-line method over the estimated remaining useful lives. Depletion of radioisotope is computed using the annual decay factor of the material, which is similar to the sum-of-the-years-digits method.

We generally depreciate or deplete property, plant, and equipment over the useful lives presented in the following table:

Asset Type						Useful Life(years)
Land improvements						3-40
Buildings and leasehold improvements						2-50
Machinery and equipment						2-20
Information Systems						2-20
Radioisotope (cobalt-60)						20
Cobalt-60						20

When we sell, retire, or dispose of property, plant, and equipment, we remove the asset’s cost and accumulated depreciation from our Consolidated Balance Sheet. We recognize the net gain or loss on the sale or disposition in the Consolidated Statements of Income in the period when the transaction occurs.

Interest. We capitalize interest costs incurred during the construction of long-lived assets. We capitalized interest costs of $7,~~094~~160 and $67,~~366~~094 for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively. Total interest expense for the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 was $~~144~~86,~~351~~261, $~~107~~144,~~956~~351, and $89107,~~490~~956, respectively.

Identifiable Intangible Assets. Our identifiable intangible assets include product technology rights, trademarks, licenses, non-compete agreements, and Customer and vendor relationships. We record these assets at cost, or when acquired as part of a business acquisition, at estimated fair value. Determining the fair value of identifiable intangible assets requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to forecasted revenue growth rates, forecasted profit margins, and Customer attrition rates, among other items. We generally amortize identifiable intangible assets over periods ranging from 5 to 20 years using the straight-line method. Our intangible assets also include indefinite lived assets including certain trademarks and tradenames that were acquired in connection with business combinations. These assets are tested at least annually for impairment.

Investments. Investments in marketable securities are stated at fair value ~~and are included in Other assets on the Consolidated Balance Sheets~~. Changes in the fair value of these investments are recorded in the Interest and miscellaneous (income) expense line of the Consolidated Statements of Income. Investments without readily determinable fair values are measured at cost, less any impairment, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These investments are included in Other assets on our Consolidated Balance Sheets.

Asset Impairment Losses. Property, plant, equipment, and identifiable intangible assets are reviewed for impairment when indicators of impairment exist and circumstances indicate that the carrying value of such assets may not be recoverable. Impaired assets are recorded at the lower of carrying value or estimated fair value. We monitor for such indicators on an ongoing basis and if an impairment exists, we record the loss in the Consolidated Statements of Income during that period.

Asset Retirement Obligations. We incur retirement obligations for certain assets. We record initial liabilities for the asset retirement obligations ("ARO") at fair value. Recognition of ARO includes estimating the present value of a liability and offsetting asset, the subsequent accretion of that liability and depletion of the asset, and a periodic review of the ARO liability estimates and discount rates used in the analysis. We provide additional information about our asset retirement obligations in Note 7 titled, “Property, Plant, and Equipment.”

Acquisitions of Business. Assets acquired and liabilities assumed in a business combination are accounted for at fair value on the date of acquisition. Costs related to the acquisition are expensed as incurred.61

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Goodwill. We perform our annual impairment test for goodwill in the third quarter of each year. We may consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. We may also utilize a discounted cash flow analysis that requires certain assumptions and estimates be made regarding market conditions and our future profitability. We review the book value compared to the fair value at the reporting unit level. We calculate the fair value of our reporting units based on the present value of estimated future cash flows. Management's judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate future cash flows to measure fair value. Assumptions used in our impairment evaluations, such as forecasted growth rates and cost of capital, are consistent with internal projections, strategic plans, and operating plans. We believe such assumptions and estimates are also comparable to those that would be used by other marketplace participants.

Self-Insurance Liabilities. We record a liability for self-insured risks that we retain for general and product liabilities, workers’ compensation, and automobile liabilities based on actuarial calculations. We use our historical loss experience and actuarial methods to calculate the liability. This liability includes estimates for both known losses and incurred but not reported claims. We review the assumptions used to calculate the estimated liability at least annually to evaluate the adequacy of the amount recorded. We maintain insurance policies to cover losses greater than our estimated liability, which are subject to the terms and conditions of those policies. We are also self-insured for certain employee medical claims. We estimate a liability for incurred but not reported claims based upon recent claims experience. Liability amounts are recorded in the "Accrued expenses and other" and "Other liabilities" line of our Consolidated Balance Sheets.

Benefit Plans. We sponsor defined benefit pension plans. We also sponsor a post-retirement benefits plan for certain former employees. We determine our costs and obligations related to these plans by evaluating input from third-party professional advisers. These costs and obligations are affected by assumptions including the discount rate, expected long-term rate of return on plan assets, the annual rate of change in compensation for eligible employees, estimated changes in costs of healthcare benefits, and other factors. We review the assumptions used on an annual basis.

We recognize an asset for the overfunded status or a liability for the underfunded status of defined benefit pension and post-retirement benefits plans in our Consolidated Balance Sheets. This amount is measured as the difference between the fair value of plan assets and the benefit obligation (the projected benefit obligation for pension plans and the accumulated post-retirement benefit obligation for other post-retirement benefit plans). Changes in the funded status of the plans are recorded in other comprehensive income in the year they occur. We measure plan assets and obligations as of the balance sheet date. We provide additional information about our pension and other post-retirement benefits plans in Note 11 titled, “Benefit Plans.”

Fair Value of Financial Instruments. Except for long-term debt, our financial instruments are highly liquid or have short-term maturities. We provide additional information about the fair value of our financial instruments in Note 19 titled, “Fair Value Measurements.”

Foreign Currency Translation. Most of our operations use their local currency as their functional currency. Financial statements of subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses. Translation adjustments for subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive income (loss) within equity. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying Consolidated Statements of Income, except for certain intercompany balances designated as long-term in nature.

Forward and Swap Contracts. We enter into foreign currency forward contracts to hedge assets and liabilities 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. We may also hold ~~forward~~ foreign ~~exchange~~currency forward contracts to hedge a portion of our expected non-U.S. dollar denominated earnings against our reporting currency, the U.S. dollar. We do not use derivative financial instruments for speculative purposes. These contracts are marked to market, with gains and losses recognized within Selling, general, and administrative expenses or Cost of revenues in the accompanying Consolidated Statements of Income.

Warranty. Warranties are provided on the sale of certain of our products and services and an accrual for estimated future claims is recorded at the time revenue is recognized. We estimate warranty expense based primarily on historical warranty claim experience.

Shipping and Handling. We record shipping and handling costs in Cost of revenues. Shipping and handling costs charged to Customers are recorded as revenues in the period the product revenues are recognized.

6662

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Advertising Expenses. Costs incurred for communicating, advertising and promoting our products are generally expensed when incurred as a component of Selling, general, and administrative expenses. We incurred $2519,~~474~~949, $2125,~~668~~474, and $1521,~~599~~668 of advertising costs during the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Research and Development. We incur research and development costs associated with commercial products and expense these costs as incurred. If a Customer reimburses us for research and development costs, the costs are charged to the related contracts as Cost of revenues.

Income Taxes. We defer income taxes for all temporary differences between pre-tax financial and taxable income and between the book and tax basis of assets and liabilities. We record valuation allowances to reduce net deferred tax assets to an amount that we expect will more-likely-than-not be realized. In making such a determination, we consider all available information, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and if applicable, any carryback claims that can be filed. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes and the effective tax rate.

We evaluate uncertain tax positions in accordance with a two-step process. The first step is recognition: The determination of whether or not it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate tax authority and that the tax authority will have full knowledge of all relevant information. The second step is measurement: A tax position that meets the more-likely-than-not threshold is measured to determine the amount of benefit to recognize in the financial statements. The measurement process requires the determination of the range of possible settlement amounts and the probability of achieving each of the possible settlements. The tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet the more-likely-than-not threshold. Tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the first subsequent financial reporting period in which the threshold is no longer met. We describe income taxes further in Note 10 titled, “Income Taxes.”

Share-Based Compensation. We describe share-based compensation in Note 16 titled, “Share-Based Compensation.” We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. We record liability awards at fair value each reporting period, and the change in fair value is reflected as share-based compensation expense in our Consolidated Statements of Income. The expense is classified as Cost of revenues, Selling, general, and administrative expenses or Research and development expenses in a manner consistent with the employee’s compensation and benefits. These costs are recognized in the Consolidated Statements of Income over the period during which an employee is required to provide service in exchange for the award.

Restructuring. We recognize restructuring expenses associated with actions designed to enhance profitability and improve efficiency of our operations. Severance and other compensation related costs include severance, medical benefits, and other termination benefits. For ongoing benefit arrangements, a liability is recognized when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For one-time benefit arrangements, a liability is incurred and must be accrued at the date the plan is communicated to employees, unless they will be retained beyond a minimum retention period. In this case, the liability is calculated at the date the plan is communicated to employees and is accrued ratably over the future service period. Asset impairment expenses primarily relate to adjustments in the carrying value of facilities and machinery and equipment associated with restructuring actions to their estimated fair value. In addition, the remaining useful lives of other property, plant, and equipment associated with the restructuring actions are re-evaluated, which may result in the acceleration of depreciation and amortization of certain assets. Other restructuring expenses are expensed as incurred. Product rationalization charges relate to inventory write-downs and are recognized in Cost of revenues in the Consolidated Statements of Income. For additional information regarding our recent restructurings, refer to Note 2 titled, "Restructuring."

6763

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Recently Issued Accounting Standards Impacting the Company

Recently Issued Accounting Standards Impacting the Company are presented in the following table:

Standard

Date of Issuance

Description

Date of Adoption

Effect on the financial statements or other significant matters

Standards that have been adopted in fiscal 2024

Standards that have been adopted in fiscal 2025

ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations."

September 2022

The standard provides guidance to enhance the transparency of disclosures for entities that utilize supplier finance programs to include information about the key terms of the programs and present a rollforward of any obligations under the program where those obligations are presented in the balance sheet.

Fiscal 2024

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

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.

Fourth Quarter Fiscal 2025

We adopted this standard in fiscal 2025. Refer to Note 13 titled, "Business Segment Information" for enhanced disclosures.

Standards that have not yet been adopted.

ASU 2023-07 "Segment Reporting (Topic 280)Improvements to Reportable Segment Disclosures."

November 2023

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

ASU 2023-09 "Income Taxes (Topic 740) Improvements to Income Tax Disclosures."

December 2023

The standard provides guidance to enhance disclosures related to income taxes paid (net of refunds), requiring disaggregation by federal, state, and foreign, and disclosure of income taxes paid (net of refunds received) by individual jurisdictions that represent greater than 5% of the total. The standard also requires disclosure of income (loss) from continuing operations before income taxes, disaggregated between domestic and foreign, and income tax expense (or benefit) disaggregated by federal, state, and foreign. Finally, the standard removes the requirement for certain disclosures related to changes in unrecognized tax benefits and certain amounts of temporary differences. The amendments in this standard are effective for annual periods beginning after December 15, 2024.

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

ASU 2024-03"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses."

November 2024

The standard provides guidance to enhance disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

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

6864

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. RESTRUCTURING

WeIn May 2024, we adopted and announced a targeted restructuring plan (the "Restructuring Plan"). This plan includes a strategic shift in our approach to the Healthcare surgical business in Europe, as well as other actions including the impairment of an internally developed X-ray accelerator, product rationalizations and facility consolidations. ~~Less~~Approximately ~~than~~ 300 positions ~~are~~have ~~being~~been eliminated. These restructuring actions are designed to enhance profitability and improve efficiency~~, and we expect to be substantially complete with the actions by the end of fiscal 2025~~.

WeThe ~~have~~following ~~incurred~~table summarizes our total pre-tax ~~expenses totaling $44,390 related to these restructurings in fiscal 2024, of which $26,070 was recorded as~~ restructuring expenses ~~and $18,320 was~~ recorded in ~~Cost~~fiscal of2025 ~~revenues. A total of $18,995~~ and ~~$25,355~~2024 ~~was~~ related to the ~~Healthcare~~Restructuring and AST segments, respectively, while a total of $40 was related to Corporate. We expect to incur additional restructuring expenses related to this plan of approximately $55,300, which includes approximately $51,300 related to Healthcare, $3,000 related to AST, $800 related to Life Sciences, and $200 related to Corporate. The expected additional restructuring charges of $55,300 is comprised of approximately $36,200 related to severance and other compensation related costs, $15,300 related to lease and other contract termination and other costs, and $3,800 related to accelerated depreciation and amortization.Plan:

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


Restructuring Plan
Years Ended March 31,	2025		2024
Severance and other compensation related costs	$	29,030	$	678
Lease and other contract termination and other costs	12,358		—
Product rationalization (1)	16,232		18,320
Accelerated depreciation and amortization and asset impairment	4,655		25,392
Total Restructuring Expense	$	62,275	$	44,390

Year Ended March 31, 2024	Restructuring Plan
Asset impairment	$	25,392
Product rationalization (1)	18,320
Severance and other compensation related costs	678
Total Restructuring Expense	$	44,390

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

69The Restructuring Plan expenses incurred during fiscal 2025 and 2024 primarily related to actions taken in our Healthcare and AST segments. Total pre-tax restructuring expense of $106,665 has been recorded relating to the Restructuring Plan since inception, of which $34,552 has been recorded in Cost of revenues. Additional costs with respect to our Restructuring Plan in fiscal 2026 are not expected to be significant.

STERIS PLC AND SUBSIDIARIES



	Restructuring Plan
Balance at March 31, 2024	$	678
Fiscal 2025 charges	41,388
Payments	(23,695)
Balance at March 31, 2025	$	18,371

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. BUSINESS ACQUISITIONS AND DIVESTITURES

Fiscal 2025 Acquisitions

During fiscal 2025, we completed several tuck-in acquisitions which continued to expand our product and service offerings in the Healthcare and AST segments. Total aggregate consideration was approximately $54,139.

Purchase price allocations are based on the latest draft valuations and remain preliminary. As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments and associated deferred taxes may be recorded during the remaining measurement period, not to exceed one year from closing.

Fiscal 2024 Acquisitions

On August 2, 2023 we purchased the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton, Dickinson and Company (~~BD) (~~NYSE: BDX) ("BD"). The acquired assets from BD ~~are~~were ~~being~~ integrated into our Healthcare segment. The acquisition iswas ~~being~~ accounted for as a business combination in accordance with ASC 805.

The purchase price of the 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 existing credit facility. For more information, refer to Note 8 titled, "Debt."

	September 30, 2023 (As Previously Reported)		Adjustments		March 31, 2024
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 tradenames (15 years estimated useful life) as of March 31, 2024.

Fiscal 2023 Acquisitions

During fiscal 2023, we completed several tuck-in acquisitions which continued to expand our product and service offerings in the AST and Healthcare segments. Total aggregate consideration was approximately $49,842, including contingent consideration of $7,269.

Fiscal 2022 Acquisition of Cantel Medical LLC

On June 2, 2021, we acquired all outstanding equity interests in Cantel Medical LLC ("Cantel") through a U.S. subsidiary. Cantel, formerly headquartered in Little Falls, New Jersey, with approximately 3,700 employees, is a global provider of infection prevention products and services primarily to endoscopy and dental Customers.

We believe that the acquisition has strengthened STERIS’s leadership in infection prevention by bringing together two complementary businesses able to offer a broader set of Customers a more diversified selection of infection prevention, endoscopy and sterilization products and services. Additionally, the integration has resulted in cost savings from optimizing global back-office infrastructure, leveraging best-demonstrated practices across locations and eliminating redundant public company costs.

Cantel’s Dental business extended our business into a new Customer segment. This business was reported as the Dental segment, but has since been reclassified as held for sale and is presented as a discontinued operation. The rest of Cantel was integrated into our existing Healthcare and Life Sciences segments.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Total Purchase Consideration


	September 30, 2023 (As Previously Reported)		Adjustments (2)		Final


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

~~The~~(1) ~~total~~Includes ~~consideration~~estimated fair values of $238,000 for ~~Cantel~~Customer ~~Common~~relationships ~~Stock~~(13 ~~and~~years ~~stock~~estimated ~~equivalents~~useful ~~was~~life), $350,~~599~~000 for Patents and technology (13 years estimated useful life),~~471.~~ ~~The~~and ~~consideration~~$15,000 ~~was~~for ~~comprised~~Trademarks and trade names (15 years estimated useful life) as of the ~~following:~~acquisition date.

(shares in thousands)
Cash consideration $16.93 per Cantel share (42,816 shares)	$	716,412
Cash consideration for fractional shares	14
STERIS plc ordinary shares 14,297 shares at ($188.07 per share)	2,689,317
Consideration related to Cantel equity compensation programs	18,173
Consideration related to equity component of Cantel convertible debt	175,555
Total purchase consideration	$	3,599,471

(2) No additional adjustments made during fiscal 2025.

In addition, ~~STERIS~~to ~~assumed~~the ~~and~~acquisition ~~repaid~~of ~~$721~~assets from BD,~~284~~ ofwe ~~existing~~completed ~~Cantel~~two ~~debt~~tuck-in ~~obligations~~acquisitions ~~and~~during ~~assumed~~fiscal ~~Cantel's~~2024, ~~obligations~~which ~~associated~~expanded ~~with~~our ~~convertible~~product ~~senior~~and ~~notes~~service ~~issued~~offerings onin ~~May~~the ~~15,~~AST ~~2020,~~and ~~which~~Healthcare issegments. ~~described~~Total inaggregate ~~Note~~consideration 8was ~~titled~~approximately $6,498, ~~"Debt~~net of cash acquired."

WeFiscal ~~funded~~2023 the cash portion of the transaction consideration and repayment of a significant amount of Cantel’s existing debt obligations with a portion of the proceeds from new debt, which is described in Note 8 titled, "Debt."Acquisitions

~~Additional~~During ~~information~~fiscal ~~regarding~~2023, ~~the~~we ~~Cantel~~completed ~~acquisition~~several ~~is included~~ tuck-in ~~our~~acquisitions ~~consolidated~~which ~~financial~~continued ~~statements~~to ~~included~~expand in our ~~Annual~~product ~~Report~~and onservice ~~Form~~offerings ~~10-K~~in ~~for~~ the ~~year~~AST ~~ended~~and ~~March~~Healthcare ~~31,~~segments. Total ~~2023,~~aggregate ~~which~~consideration was ~~filed~~approximately ~~with~~$49,842, ~~the~~including ~~SEC~~contingent onconsideration ~~May~~of 26$7, ~~2023~~269.

Other Fiscal 2022 Acquisitions

In addition to the acquisition of Cantel, we completed three other tuck-in acquisitions during fiscal 2022, which continued to expand our product and service offerings in the Healthcare segment. Total aggregate consideration for these transactions was approximately $3,146, net of cash acquired and including deferred consideration of $50.

Fair Value of Assets Acquired and Liabilities Assumed

The table below summarizes the allocation of the purchase price to the net assets acquired based on fair values at the acquisition dates for our fiscal 2025, 2024, and 2023 acquisitions.

Fiscal Year 2024 (1)

Fiscal Year 2023 (2)

Fiscal Year 2025 (1)

Fiscal Year 2024

Fiscal Year 2023

(dollars in thousands)

Other Acquisitions (Excluding BD)

All Acquisitions

Other Acquisitions (Excluding BD)

All Acquisitions

Cash

~~417~~—

—417

—

Accounts receivable

1,~~497~~299

21,~~405~~537

2,405

Inventory

~~654~~1,228

~~12,342~~654

12,342

Property, plant, and equipment

—21,240

~~2,131~~153

2,131

Lease right-of-use assets, net

—4,571

~~667~~—

667

Other assets

54,341

~~177~~5

177

Intangible assets

215,~~602~~913

302,~~185~~940

30,185

Goodwill

210,~~369~~610

42,~~863~~503

4,863

Total assets

759,~~544~~202

528,~~770~~209

52,770

Current liabilities

(~~629~~2,118)

(~~2,170~~643)

(2,170)

Non-current liabilities

—(2,945)

(~~473~~651)

(473)

Total liabilities

(~~629~~5,063)

(21,~~643~~294)

(2,643)

Net assets

654,~~915~~139

506,~~127~~915

50,127

(1) Purchase price allocation is preliminary as of March 31, ~~2024~~2025, as valuations have not been finalized.

~~(2) The purchase price allocation for fiscal 2023 acquisitions include certain measurement period adjustments recorded during fiscal 2024, increasing net assets acquired by $200.~~ 66

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. The deductible portion of goodwill for tax purposes recognized as a result of the fiscal ~~2024~~2025, ~~2023~~2024 and fiscal ~~2022~~2023 acquisitions was $~~195~~425,~~667,~~ $4195,~~863~~667 and $~~427~~4,~~035~~863, respectively.

Acquisition related transaction and integration costs totaled $2511,~~526~~159, $2325,~~486~~526, and $~~201~~23,~~905~~486 for the fiscal years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. ~~Fiscal~~Acquisition ~~2024 acquisition~~ and integration expenses ~~were~~declined ~~primarily~~in ~~related~~fiscal to2025 as we completed the integration work associated with the fiscal 2024 acquisition of assets from BD ~~while~~and the fiscal 2023 ~~and~~acquisition ~~2022~~of ~~acquisition~~Cantel ~~and~~Medical ~~integration~~which ~~expenses~~drove ~~were~~the ~~primarily~~higher ~~related~~level toof ~~the~~spending ~~acquisition~~in ofprior ~~Cantel~~years. These costs are included in Selling, general, and administrative expenses in the Consolidated Statements of Income and include, but are not limited to, investment banker, advisory, legal and other professional fees, and certain employee-related expenses.

Divestitures

Fiscal ~~2024~~2025

On April 11, 2024, the Company announced its plan to sell its Dental segment for total cash consideration of $787,500, subject to customary adjustments., ~~The~~and ~~transaction~~up isto ~~structured~~an asadditional an$12,500 ~~equity~~in ~~sale. The~~contingent ~~sale~~payment isshould ~~expected~~the toDental ~~close~~business inachieve ~~the~~certain ~~first~~revenue ~~quarter~~targets ofin fiscal 2025. The transaction was structured as an equity sale and closed on May 31, 2024. The disposal of the Dental segment met the criteria to be presented as a discontinued operation ~~during the fourth quarter of fiscal 2024~~. For more information refer to Note 4 titled "Discontinued Operations."

On April 1, 2024, we completed the sale of the Controlled Environment Certification Services business. InWe ~~fiscal 2025, we~~ recorded net proceeds of $41,~~546~~894 and recognized a pre-tax gain on the sale of $19,263 in fiscal 2025. The business generated approximately $35,000 in revenues ~~during~~in fiscal 2024.

Fiscal 2023

In April 2022, we entered into an Asset Purchase Agreement to sell certain assets of our Animal Health business to Veterinary Orthopedic Implants, LLC. We recorded net proceeds of $5,228 and recognized a pre-tax loss on the sale of $4,852 in the Selling, general, and administrative expenses line of the Consolidated Statements of Income. The business generated annual revenues of approximately $12,000.

Fiscal 2022

In December 2021, we entered into an Asset Purchase Agreement to sell our Renal Care business to Evoqua Water Technologies Corp., for cash consideration of approximately $196,000, subject to certain potential adjustments, including a customary working capital adjustment and contingent consideration of $12,300. We recognized a pre-tax gain on the sale of $4,919. The transaction closed on January 3, 2022. We acquired the Renal Care business as part of the Cantel transaction, which closed on June 2, 2021, and had been integrated into STERIS's Healthcare segment. The Renal Care business generated annual revenues of approximately $180,000. The proceeds from the sale received at closing were used to repay outstanding debt. During the third quarter of fiscal 2023, we received an additional $1,396 in working capital settlements related to the sale of this business. During the second quarter of fiscal 2024, we received an additional $9,458 out of escrow.

4. DISCONTINUED OPERATIONS

~~The Company concluded that our Dental segment met the criteria to be classified as held for sale.~~ On April 11, 2024, the Company announced its plan to sell substantially all of the net assets of its Dental segment for total cash consideration of $787,500, subject to customary adjustments, and up to an additional $12,500 in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025. The transaction iswas structured as an equity sale and closed on May 31, 2024. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations have been reclassified toas income (loss) from discontinued operations in the Consolidated Statements of Income ~~(Loss)~~for all periods presented, and we ~~have~~ classified ~~our~~the Dental segment's assets and liabilities as held for sale ~~for~~as ~~all~~of ~~periods~~March ~~presented~~31, 2024 in the accompanying Consolidated Balance Sheets. Due to the transaction closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, 2024. Our Consolidated Statements of Cash Flows include the financial results of the Dental segment ~~for~~through ~~all~~the ~~periods~~date ~~presented~~of sale on May 31, 2024. ~~Proceeds~~A majority of the proceeds received from the sale ~~will~~were beutilized ~~used~~ to pay off existing debt.

7267

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

~~2024~~

~~2023~~2024

Assets

Assets held for sale:

Accounts receivable, net

~~48,590~~

~~63,327~~$

48,590

Inventories, net

~~89,345~~

9189,~~083~~345

Property, plant, and equipment, net

~~73,395~~

7273,~~737~~395

Lease right-of-use assets, net

~~22,822~~

2522,~~188~~822

Intangibles, net

~~770,731~~

~~879~~770,~~081~~731

Prepaid expenses and other assets

~~2,953~~

32,~~423~~953

Loss accrued on classification as held for sale

~~(202,932)~~

—(202,932)

Total assets held for sale

~~804,904~~

1804,~~134,839~~904

Liabilities

Liabilities held for sale:

Accounts payable

~~10,580~~

1510,~~455~~580

Accrued income taxes

~~433~~

~~3,327~~433

Accrued payroll and other related liabilities

~~13,683~~

713,~~179~~683

Lease obligations

~~23,722~~

2523,~~832~~722

Accrued expenses and other

~~15,594~~

1915,~~785~~594

Total liabilities held for sale

~~64,012~~

7164,~~578~~012

	2024		2023
Assets held for sale:
Current	$	804,904	$	157,580
Non-current	—		977,259
Liabilities held for sale:
Current	$	64,012	$	50,642
Non-current	—		20,936

The following table summarizes the major line items constituting income (loss) of discontinued operations associated with the Dental segment for the years ended March 31, 2025, 2024, and 2023:

As of March 31, 2024, the Dental segment met the held for sale criteria, and the sale is expected to be completed in the first quarter of fiscal 2025. As a result, all assets and liabilities during the period are reported as current.


Years Ended March 31,	2025		2024		2023

Revenues:
Product	$	63,936	$	407,027	$	421,573
Cost of revenues:
Product	35,146		226,934		242,607
Gross profit:	28,790		180,093		178,966
Operating expenses:
Selling, general, and administrative	13,466		199,511		208,213
Goodwill impairment loss	—		—		490,565
Research and development	369		2,960		3,104
Income (loss) from operations (1)	14,955		(22,378)		(522,916)
Non-operating expenses (income), net	1		(10)		2
Pre-tax loss on sale (2)	(13,995)		(206,444)		—
Income (loss) before income tax expense	959		(228,812)		(522,918)
Income tax benefit	(3,558)		(55,611)		(72,534)
Income (loss) from discontinued operations, net of income tax	$	4,517	$	(173,201)	$	(450,384)

73(1) Income from operations for the year ended March 31, 2025 includes two months of operating results prior to the transaction close on May 31, 2024 and excludes depreciation and amortization of property, plant, equipment, and intangible assets subsequent to the held for sale classification as of March 2, 2024.

(2) Fiscal 2025 pre-tax loss on sale driven by sale price adjustments relating to working capital. Fiscal 2024 amount relates to accrued transaction costs and the estimated accrued loss included in held for sale as of March 31, 2024.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes the major line items constituting income (loss) of discontinued operations associated with the Dental segment for the years ended March 31, 2024, 2023, and 2022:

Years Ended March 31,	2024		2023		2022
Revenues:
Product	$	407,027	$	421,573	$	361,661
Cost of revenues:
Product	226,934		242,607		228,306
Gross profit:	180,093		178,966		133,355
Operating expenses:
Selling, general, and administrative	199,511		208,213		184,271
Goodwill impairment loss	—		490,565		—
Research and development	2,960		3,104		1,281
Loss from operations	(22,378)		(522,916)		(52,197)
Non-operating expenses, net	(10)		2		103
Pre-tax loss on classification as held for sale (1)	(206,444)		—		—
Loss before income tax expense	(228,812)		(522,918)		(52,300)
Income tax benefit	(55,611)		(72,534)		(10,711)
Loss from discontinued operations, net of income tax	$	(173,201)	$	(450,384)	$	(41,589)

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

In connection with the preparation of our second quarter consolidated financial statements in fiscal 2023, we considered the risk of impairment due to deteriorating macroeconomic conditions including rising interest rates and inflationary pressures on material and labor costs, as well as uncertainty regarding the impact such economic strains will have on patient and Customer behavior in the short-term. Our conclusion, based on the qualitative assessment of these factors, was that it was more likely than not that the goodwill allocated to the Dental segment as of September 30, 2022 was impaired.

Our quantitative analysis to measure the extent of goodwill impairment compared the estimated fair value to the carrying value of the Dental segment. The fair value is estimated as the present value of future cash flows. Future cash flow projections are consistent with those used in our forecasting and strategic planning processes. The determination of the discount rate requires judgement and assumptions to be developed about the weighted average cost of capital that market participants would employ in evaluating the current fair value of the business. The macroeconomic factors that triggered the interim review are also the drivers of the increase in the weighted average cost of capital assumption.

We concluded that the estimated fair value of the Dental segment was below the carrying value and recognized a non-cash goodwill impairment charge of $490,565.

The effective income tax rates for the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 were 24(371.30)%, 1324.93%, and 2013.59%, respectively. Our fiscal 2025 tax rate was driven by favorable discrete items. In fiscal 2023, the impairment of goodwill impacted the operations in the United States and other locations by $441,643 and $48,922, respectively. Approximately $207,367 of this impairment was non-deductible.

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

	2024		2023		2022
	2025		2024		2023
Operating activities of discontinued operations:
Depreciation, depletion, and amortization (1)	$	~~115,177~~—	$	~~130~~115,~~367~~177	$	~~120~~130,~~957~~367
Goodwill impairment loss	—		~~490,565~~—		—490,565
Investing activities of discontinued operations:
Purchases of property, plant, equipment, and intangibles, net	$	(~~9,150~~433)	$	(9,~~470~~150)	$	(49,~~726~~470)

(1) We concluded that the criteria to report assets held for sale was met on March 2, 2024, as such we did not depreciate or amortize related property, plant, equipment and intangible assets subsequent to this date.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

5. GOODWILL AND INTANGIBLE ASSETS

Changes to the carrying amount of goodwill for the years ended March 31, ~~2024~~2025 and ~~2023~~2024 were as follows:

	HealthcareSegment		AST Segment		Life SciencesSegment		Total
Balance at March 31, 2022	2,326,830		1,432,858		179,288		3,938,976
Balance at March 31, 2023	2,301,273		1,396,134		181,812		3,879,219
Goodwill acquired	6,221		803		—		7,024
Measurement period adjustments to acquired goodwill	(21,624)		—		3,147		(18,477)
Divestiture	(2,358)		—		—		(2,358)
Foreign currency translation adjustments and other	(7,796)		(37,527)		(623)		(45,946)
Balance at March 31, 2023	$	2,301,273	$	1,396,134	$	181,812	$	3,879,219
Goodwill acquired	199,452		634		—		200,086
Measurement period adjustments to acquired goodwill	(2,573)		—		—		(2,573)
Foreign currency translation adjustments and other	2,758		(9,139)		361		(6,020)
Balance at March 31, 2024	$	2,500,910	$	1,387,629	$	182,173	$	4,070,712
Goodwill acquired	2,135		8,475		—		10,610
Measurement period adjustments to acquired goodwill	—		(517)		—		(517)
Divestiture	—		—		(11,560)		(11,560)
Foreign currency translation adjustments and other	6,263		19,855		315		26,433
Balance at March 31, 2025	$	2,509,308	$	1,415,442	$	170,928	$	4,095,678

See Note 3 titled, "Business Acquisitions and Divestitures," for additional information regarding our recent business acquisitions and divestitures.

We evaluate the recoverability of recorded goodwill and indefinite-lived intangible assets annually during the third fiscal quarter, or when indicators of potential impairment exist. Our goodwill is assessed at the reporting unit level which is equivalent to the Company's reportable operating segments.

~~During our annual reviews for fiscal 2024, 2023, and 2022, there were no indicators that impairment of goodwill or indefinite-lived intangible assets was more likely than not.~~69

Identifiable intangible assets are also reviewed for impairment when events and circumstances indicate that the carrying value of such assets may not be recoverable. Impaired assets are recorded at the lower of carrying value or estimated fair value. We conduct this review on an ongoing basis, and, if impairment exists, we record the loss in the Consolidated Statements of Income during that period.

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

When we evaluate these assets for impairment, we make certain judgments and estimates, including interpreting current economic indicators and market valuations, evaluating our strategic plans with regards to operations, historical and anticipated performance of operations, and other factors. It is possible that unfavorable developments related to these factors in the near term could result in an impairment loss relative to intangible assets. Such an impairment loss may be material to our results of operations in the period recorded.

Information regarding our intangible assets is as follows:

2024

2023

2025

2024

March 31,

GrossCarryingAmount

AccumulatedAmortization

GrossCarryingAmount

AccumulatedAmortization

Customer relationships

2,~~552~~564,~~913~~289

~~863~~1,~~662~~067,385

2,~~313~~552,~~441~~913

~~658~~863,~~569~~662

Non-compete agreements

15,~~511~~064

1514,~~234~~984

15,~~486~~511

1415,~~202~~234

Patents and technology

~~516~~480,~~457~~303

~~278~~294,~~492~~059

~~461~~516,~~539~~457

~~237~~278,~~939~~492

Trademarks and tradenames

~~251~~247,~~098~~902

90105,~~362~~053

~~235~~251,~~554~~098

7290,~~405~~362

Supplier relationships

54,800

2326,~~747~~487

54,800

2123,~~006~~747

Total

3,~~390~~362,~~779~~358

1,~~271~~507,~~497~~968

3,~~080~~390,~~820~~779

1,~~004~~271,~~121~~497

Certain trademarks and tradenames obtained as a result of business combinations are indefinite-lived assets. The approximate carrying value of these assets at March 31, ~~2024~~2025 and March 31, ~~2023~~2024 was $14,250. We evaluate our indefinite-lived intangible assets annually during the third quarter or when evidence of potential impairment exists. No impairment was recognized for fiscal years ~~2024~~2025, ~~2023~~2024 or ~~2022~~2023.

Total amortization expense for intangible assets was $276,192, $268,319, and $259,676 for the years ended March 31, 2025, 2024, and 2023, respectively. Based upon the current amount of intangible assets subject to amortization, the amortization expense for each of the five succeeding fiscal years is estimated to be as follows:

	2025		2026		2027		2028		2029
	2026		2027		2028		2029		2030
Estimated amortization expense	$	~~270~~259,~~365~~211	$	~~261~~253,~~498~~126	$	~~255~~248,~~383~~088	$	~~250~~245,~~617~~921	$	~~248~~243,~~061~~486

The estimated annual amortization expense presented in the preceding table has been calculated based upon March 31, ~~2024~~2025 currency exchange rates.

6. INVENTORIES, NET

Components of our inventories are presented in the following table.

March 31,

~~2024~~2025

~~2023~~2024

Raw materials

~~245~~213,~~942~~095

~~220~~245,~~431~~942

Work in process

9883,~~304~~079

9398,~~971~~304

Finished goods

~~374~~334,~~182~~928

~~325~~374,~~609~~182

Reserve for excess and obsolete inventory

(4349,~~893~~773)

(3543,~~601~~893)

Inventories, net

~~674~~581,~~535~~329

~~604~~674,~~410~~535

7670

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

7. PROPERTY, PLANT, AND EQUIPMENT

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

March 31,

~~2024~~2025

~~2023~~2024

Land and land improvements (1)

90106,~~134~~136

7790,~~757~~134

Buildings and leasehold improvements

~~724~~832,~~492~~121

~~658~~724,~~108~~492

Machinery and equipment

1,~~075~~205,~~082~~410

~~959~~1,~~952~~075,082

Information systems

~~256~~282,~~671~~068

~~240~~256,~~933~~671

Radioisotope

~~692~~749,~~642~~780

~~637~~692,~~920~~642

Construction in progress (1)

~~500~~512,~~106~~142

~~472~~500,~~206~~106

Total property, plant, and equipment

3,~~339~~687,~~127~~657

3,~~046~~339,~~876~~127

Less: accumulated depreciation and depletion

(1,~~573~~731,~~947~~113)

(1,~~414~~573,~~101~~947)

Property, plant, and equipment, net

1,~~765~~956,~~180~~544

1,~~632~~765,~~775~~180

(1) Land is not depreciated. Construction in progress is not depreciated until placed in service.

Depreciation and depletion expense were $~~181~~199,~~722~~740, $~~165~~181,~~019~~722 and $~~176~~165,~~298~~019, for the years ended March 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Asset Retirement Obligations

We provide contract sterilization services including Gamma irradiation which utilizes cobalt-60 in the form of cobalt pencils. We have incurred asset retirement obligations (ARO) associated with the future disposal of these assets once depleted. Recognition of ARO includes: the present value of a liability and offsetting asset, the subsequent accretion of that liability and depletion of the asset, and the periodic review of the ARO liability estimates and discount rates used in the analysis.

The following table summarizes the activity in the liability for asset retirement obligations.

	Asset Retirement Obligations
Balance at March 31, 2022	$	13,543
Liabilities incurred during the period	86
Liabilities settled during the period	(625)
Accretion expense and change in estimate	104
Foreign currency and other	23
Balance at March 31, 2023	$	13,131
Liabilities incurred during the period	253
Liabilities settled during the period	(144)
Accretion expense and change in estimate	311
Foreign currency and other	107
Balance at March 31, 2024	$	13,658
Liabilities incurred during the period	627
Liabilities settled during the period	(92)
Accretion expense and change in estimate	324
Foreign currency and other	(145)
Balance at March 31, 2025	$	14,372

7771

STERIS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8. DEBT

Indebtedness as of March 31, 2025 and 2024 was as follows:

Indebtedness as of March 31, 2024 and 2023 was as follows:


	March 31, 2025		March 31, 2024



Short-term debt
Term loan, current portion	$	—	$	41,250
Delayed draw term loan, current portion	—		44,688
Private Placement Senior Notes	125,000		—
Total short-term debt	$	125,000	$	85,938


Long-term debt
Private Placement Senior Notes	$	549,215	$	751,433
Revolving Credit Facility	34,750		484,529
Deferred financing costs	(15,264)		(17,988)
Term loan	—		3,750
Delayed draw term loan	—		548,438
Senior Public Notes	1,350,000		1,350,000
Total long-term debt	$	1,918,701	$	3,120,162
Total debt	$	2,043,701	$	3,206,100

March 31,2024

March 31,2023

Short-term debt

Term loan, current portion

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