Steris (STE) 10-K risk factor changes: FY2025 vs FY2024

In addition, the impacts of ongoing geopolitical [removed: conflicts, including the Russia-Ukraine and Israel-Hamas military conflicts, and the ongoing inflationary environment] [added: conflicts] may also exacerbate any of these risks, which could have a material effect on us.

The effects of geopolitical [removed: instability, including as a result of the Russia-Ukraine and Israel-Hamas military conflicts,] [added: instability] 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 [removed: instability, including as a result of the Russia-Ukraine and Israel-Hamas military conflicts,] [added: instability] has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising [removed: energy costs,] [added: inflation,] volatility in capital markets and foreign currency exchange rates, rising interest [removed: rates] [added: rates, reduced consumer] and [added: 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, [removed: will] [added: may] depend on future [removed: developments, which] [added: developments that] are highly uncertain and unpredictable.

If geopolitical instability [removed: adversely] [added: materially] affects us, it may also have the effect of heightening other risks related to our business.

[added: The potential impacts of such geopolitical instability include supply chain] and [added: logistics disruptions, financial impacts including volatility in foreign exchange and] interest rates, increased inflationary pressure on raw materials and energy, [added: reduced consumer] and [added: Customer demand, economic slowdowns and recessions and] other risks, including an elevated risk of cybersecurity threats and the potential for [added: new or] further [removed: sanctions.][added: sanctions, tariffs or changes to international trade policy.]

Healthcare [removed: Laws] [added: Policy] and Reimbursement

Changes in healthcare [removed: laws] [added: policy] or government and other third-party payor reimbursement levels to healthcare providers, or failure to meet healthcare reimbursement or other requirements, might negatively impact our business.

Public budgetary constraints [added: or uncertainties, which] may [added: 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.

Various [removed: additional] healthcare reform proposals have emerged [added: and may in the future emerge] at the federal and state level, and we are unable to predict which, if any, of those proposals will be [removed: enacted.][added: enacted or the level of government funding of healthcare in any country in which we operate.]

In the [removed: United States,] [added: U.S.,] our products and services are regulated by the FDA and other regulatory authorities.

Regulatory agencies may also change [removed: policies,] [added: 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 [removed: United States] [added: U.S.] or elsewhere might subject us to administratively or judicially imposed sanctions.

Our products are subject to recalls and restrictions, even after receiving [removed: United States] [added: U.S.] or foreign regulatory clearance or approval.

Ongoing medical device reporting regulations require that we report to appropriate governmental authorities in the [removed: United States] [added: 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.

We typically apply for patents in the [removed: United States] [added: U.S.] and in strategic other countries.

Guidance continues to be issued clarifying the application of this [removed: new] legislation and [removed: 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.

[removed: Some] [added: 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 [removed: implementation] [added: current provisions] of the TCJA, [added: potential future modifications or repeal of certain provisions of the TCJA, and other] current economic [removed: conditions, and COVID-19 response costs.][added: conditions.]

In August 2022, [removed: President Biden signed] the Inflation Reduction Act (the “IRA”) [added: was signed] into law.

[removed: If] [added: However, if in the future we become subject to CAMT, then if our regular] income tax liability in the U.S. is lower than the income tax liability calculated under the CAMT provisions, we will be subject to additional income taxes in the [removed: United States.][added: U.S.]

The GloBE [removed: rules, once implemented in the EU and other jurisdictions,] [added: rules] could subject us to additional income taxes in [removed: those] [added: the] jurisdictions [added: 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 [added: provision for income taxes.]

Our [added: 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.

However, if proposals [removed: were] [added: are] adopted that [removed: had] [added: 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 [removed: that] [added: in which] we operate and have [removed: subsidiaries in,] [added: subsidiaries,] 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 [removed: affect] [added: effect] on July 1, 2018.

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 [removed: 1,850] [added: 1,950] bilateral tax [removed: treaties.][added: treaties worldwide.]

[removed: Proposed legislation] [added: 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 [removed: may] [added: may, and future proposals could,] adversely affect us if adopted into law.

Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our [added: 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 [removed: Ireland] [added: Irish] tax resident.

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

We operate in a highly competitive [removed: global] environment.

We face increased competition from new infection prevention, sterile processing, contamination control, surgical support, cleaning consumables, [removed: gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market.]

[removed: Some] [added: Also, certain of our key materials and components have a limited number of suppliers, and some] are single-sourced in certain regions of the world, such as cobalt-60 and EO, which are necessary [removed: to] [added: for] our AST operations.

[removed: Changes] [added: Further, changes] in regulatory requirements regarding the use [removed: of, or the unavailability or short supply of,] [added: of] these [removed: products] [added: 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 [added: any of the] raw materials, components and energy supplies [added: used in our operations] may adversely affect us.

Business continuity hazards and other risks include: explosions, fires, earthquakes, public health crises, extreme weather conditions, and other [removed: disasters;] [added: 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; [removed: disruption of supply or distribution;] and regulation of the safety, security or other aspects of our operations.

These events also might cause personal [removed: injury and] [added: injury,] loss of life, [added: and other social and human effects (such as population dislocations), compliance costs and transition risks (such as regulatory] or [added: technology changes) or] severe damage to or destruction of [removed: property and] [added: inventory,] equipment, and [added: 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 [removed: customary] [added: appropriate] for our [removed: industries,] [added: business, there can be no assurance that we will be able to continue] our insurance [removed: coverages have] [added: with acceptable terms, conditions or] limits [removed: and we are not fully insured] [added: or that our insurance policies will provide adequate protection] against all potential [removed: hazards and] [added: significant] risks [removed: incident to our business.][added: and liabilities.]

For instance, the U.S. and other countries have announced changes, and planned changes, to international trade policy, including increasing tariffs on 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 investments and strategies, and may have other competitive effects, each of which could have a material adverse effect on our business.

We may also need to make material changes to our global production footprint and workforce, which could require significant capital expenditures and could result in asset impairments and other charges, including restructuring charges, any of which could be material.

The duration and scope of all such changes that have been and will ultimately be implemented are not known at this time, and as such, any resulting impacts on our business are uncertain.

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.

We do not expect to be subject to the CAMT regime for fiscal years through 2025.

Most EU member countries and many non-EU member countries have already adopted local legislation based on GloBE Model Rules.

Some of the countries that have not yet adopted GloBE are expected to do so in the near future.

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.

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.

gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market.

Furthermore, consolidation in healthcare may continue, including as a result of trends regarding increasing vertical integration and corporate ownership.

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.

Given the limited number of suppliers for such materials, they may become subject to supply shortages or unavailability or increasing prices which could have a negative impact on our operations.

Other stakeholders, including governments and regulators, have expressed concerns about businesses' social commitments and sustainability goals.

expectations and standards could result in advocacy group campaigns or legal and regulatory proceedings against us that could materially adversely affect our business, reputation, results of operations, financial condition and stock price.

The effects could impair, for example, the availability and cost of energy (including utilities), and we may bear losses as a result.

The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance requirements varying by jurisdiction.

Governments, regulatory bodies and other stakeholders vary in their support of or opposition to sustainability and environmental matters in different jurisdictions in which we operate, which can lead to rapid shifts in reporting obligations and differing obligations across these jurisdictions.

If our greenhouse gas emissions-related data, processes or reporting are incomplete or inaccurate, or if we fail to comply with relevant reporting frameworks from existing or newly emerging regulations, we may incur monetary penalties and reputational harm, investor demand for our securities could decrease, or we could become subject to litigation or governmental investigations, any of which may have a material adverse effect on our financial condition and results of operations.

In addition, 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, 2025, the European Commission proposed an “Omnibus” reform law that would delay application of the CSRD by two years (so-called “stop the clock”) and that proposes 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 light 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 result in the expenditure of additional resources or costs to comply with such requirements, which could affect our financial condition, results of operations or cash flows.

However, no assurance can be given that current or future legislative

In March 2025, we agreed to pay up to approximately $48.2 million to resolve substantially all of the claims for personal injury against a subsidiary related to EO exposure that are pending in the Circuit Court of Cook County, Illinois.

Please refer to Note 12 to our consolidated financial statements titled “Commitments and Contingencies” for further information.

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.

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.

In addition, the increasing complexity of legal, regulatory and compliance matters have

created additional responsibilities for our management and other personnel and can create significant distraction or diversion of their attention, which could have a material adverse effect on our ability to attract and retain such personnel.

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.

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).

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.

In response to the military conflict between Russia and Ukraine that began in February 2022, the United States and other North Atlantic Treaty Organization member states, as well as non-member states, announced targeted economic sanctions on Russia.

The long-term impact on our business resulting from the disruption of trade in the region caused by the conflict and associated sanctions and boycotts is uncertain at this time due to the fluid nature of the ongoing military conflict and response.

The potential impacts include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange

We have stopped commercial operations in Russia and Belarus, which includes shipments to Customers and purchases of cobalt-60 from our Russian supplier.

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.

The COVID-19 pandemic disrupted our operations and could have a material adverse effect on our business and financial condition if further significant disruptions occur.

The COVID-19 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.

The impact of the COVID-19 pandemic and its residual effects continues to evolve and its ultimate duration, severity and disruption to our business, Customers and supply chain, and the related financial impact to us, cannot be 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, and may further 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.

In addition, the IRS added excise tax on certain stock buybacks by publicly traded corporations.

Even though the excise tax mostly impacts publicly traded companies organized in the U.S., under certain circumstances, the excise tax may be imposed on stock buybacks by a non-U.S. based publicly traded company like us.

Many other non-EU member countries agreed to adopt GloBE between fiscal years 2024 and 2025.

provision for income taxes.

ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders.

Also, certain of our key materials and components have a limited number of suppliers.

In response to the active Russia-Ukraine military conflict, we have stopped purchasing cobalt-60 from our Russian supplier.

equity and inclusion.

We make statements about our ESG priorities and initiatives through information provided on our website, press statements and other communications.

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.

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 has also been an increased focus from regulators and stakeholders on greenhouse gas emissions and climate-related risks.

Many different organizations are promulgating reporting standards and rules that focus on addressing greenhouse gas emissions and climate-related topics.

In March 2024, the SEC adopted its final rule, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which sets forth certain prescriptive rules that would significantly increase our reporting obligations and cost of compliance.

Subsequently, the SEC voluntarily stayed the implementation of such rules pending the completion of judicial review by the Court of Appeals for the Eighth Circuit, and it is unclear whether the final rules will be implemented in whole, in part or at all.

with all applicable emissions regulations and to reduce emissions.

Implementation costs also might exceed expectations.

Increases in costs of doing business may have a material adverse effect on our financial condition and results of 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.

Labor market conditions, particularly in the United States, are challenging.

In addition, legal, regulatory or 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.

Furthermore, there has also been an increase in cybersecurity incidents that appears to be associated with the Ukraine-Russia military conflict.

Enforcement of the General Data Protection Regulation (“GDPR”) was effective as of May 2018.

In Management’s Discussion and Analysis [added: 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 our earnings and costs [removed: were;][added: were in each period presented;]

- where cash is expected to come from to fund future debt principal repayments, growth outside of core operations, [removed: repurchase ordinary] [added: repurchases of] shares, [removed: pay] cash dividends and [removed: fund] future working capital needs.

- 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, [added: automated endoscope reprocessors,] pure steam/water systems, surgical lights and tables, and integrated [removed: OR.][added: operating 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 [removed: V-PRO sterilizers and automated endoscope reprocessors, SYSTEM 1 and 1E consumables,] [added: capital equipment,] gastrointestinal endoscopy accessories, instruments and tools, sterility assurance products, barrier protection solutions, and cleaning consumables.

These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; [removed: and] services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, [added: and] outsourced reprocessing; [removed: and] capital equipment, such as sterilizers, surgical tables, and automated endoscope [removed: reprocessors,] [added: reprocessors;] and connectivity solutions such as [removed: operating room (“OR”)] [added: OR] integration.

We operate and report our financial information in three reportable business segments: Healthcare, [removed: Applied Sterilization Technologies ("AST"),] [added: AST,] and Life Sciences.

Previously, we had four reportable business segments; however, as a result of the [removed: agreement to divest] [added: divestiture of] our Dental segment, Dental is presented as discontinued operations.

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 [added: of] which are driving increased demand for many of our products and services.

On August 2, [removed: 2023,] [added: 2023] we purchased the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from Becton, Dickinson and Company [removed: ("BD")] (NYSE: [removed: BDX).][added: BDX) ("BD").]

The acquired assets from BD [removed: are being] [added: were] integrated into our Healthcare segment.

The purchase price of the [removed: acquisition] [added: assets acquired from BD] was $539.8 million.

For more [removed: information,] [added: information on our debt,] refer to Note 8 to our consolidated financial statements titled, "Debt."

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

During fiscal [removed: 2023,] [added: 2025,] we completed several tuck-in acquisitions which [removed: expanded] [added: continued to expand] our product and service offerings in the [removed: AST and] Healthcare [added: and AST] segments.

Total aggregate consideration was approximately [removed: $49.8 million, including potential contingent consideration of $7.3] [added: $54.1] million.

[removed: Divestitures and Discontinued] [added: Discontinued] Operations. On April 11, 2024, the Company announced its plan to sell [added: substantially all of the net assets of] its Dental segment for total cash consideration of $787.5 million, subject to customary adjustments, and up to an additional $12.5 million in contingent payment should the Dental business achieve certain revenue targets in fiscal 2025.

The Dental segment results of operations [removed: have been] [added: were] reclassified to income (loss) from discontinued operations in the Consolidated Statements of Income [added: for all periods presented,] and we have classified our Dental segment's assets and liabilities as held for sale [removed: for all periods presented] [added: as of March 31, 2024] in the accompanying Consolidated Balance Sheets.

On April 1, 2024, we completed the sale of the Controlled Environment Certification Services [added: ("CECS")] business.

Highlights. Revenues increased [removed: $602.4] [added: $320.8] million, or [removed: 13.3%,] [added: 6.2%,] to [removed: $5,138.7] [added: $5,459.5] million for the year ended March 31, [removed: 2024,] [added: 2025,] as compared to [removed: $4,536.3] [added: $5,138.7] million for the year ended March 31, [removed: 2023.][added: 2024.]

These increases reflect higher volume, [removed: including] [added: primarily in our Healthcare segment due to organic growth and] the added volume from the acquisition of assets from BD [added: and organic growth] in [removed: the Healthcare] [added: our AST] segment, and [removed: pricing.][added: pricing across all segments.]

Our gross profit percentage [removed: decreased] [added: increased] to [removed: 43.2%] [added: 44.0%] for fiscal [removed: 2024] [added: 2025] as compared to [removed: 43.7%] [added: 43.2%] for fiscal [removed: 2023.][added: 2024.]

[removed: Unfavorable] [added: Favorable] impacts from [added: pricing, mix,] productivity, [removed: inflationary cost increases for materials] and [removed: labor, and restructuring charges] [added: material costs] were partially offset by [removed: favorable] [added: unfavorable] impacts from [removed: pricing.][added: labor and overhead costs.]

Fiscal [removed: 2024] [added: 2025] income from operations increased [removed: 5.7%] [added: 3.7%] to [removed: $836.1] [added: $866.6] million over fiscal [removed: 2023] [added: 2024] income from operations of [removed: $791.1] [added: $836.1] million.

[removed: This] [added: The] increase [removed: was] [added: in operating income for the year is] primarily due to [removed: the benefit of] higher [removed: volume and] pricing [removed: during fiscal 2024] [added: and increased volume,] which was partially offset by [removed: restructuring charges incurred during fiscal 2024.][added: higher labor costs.]

Cash flows provided by operating activities were [removed: $973.3] [added: $1,148.1] million and free cash flow was [removed: $620.3] [added: $787.2] million in fiscal [removed: 2024] [added: 2025] compared to cash flows provided by operating activities of [removed: $756.9] [added: $973.3] million and free cash flow of [removed: $409.6] [added: $620.3] million in fiscal [removed: 2023] [added: 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).

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

Outlook. In fiscal [removed: 2025] [added: 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.

The following table summarizes the calculation of our free cash flow for the years ended March 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| (dollars in thousands) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Net cash provided by operating activities | | | | | | $ | [removed: 973,274] [added: 1,148,087] | | | | | $ | [removed: 756,947] [added: 973,274] | | | | | | | |

| Purchases of property, plant, equipment and intangibles, net | | | | | | [removed: (360,326)] [added: (370,091)] | | | | | | [removed: (361,969)] [added: (360,326)] | | | | | | | | |

| Proceeds from the sale of property, plant, equipment and intangibles | | | | | | [removed: 7,381] [added: 9,195] | | | | | | [removed: 14,587] [added: 7,381] | | | | | | | | |

| Free cash flow | | | | | | $ | [removed: 620,329] [added: 787,191] | | | | | $ | [removed: 409,565] [added: 620,329] | | | | | | | |

As a result of the [removed: agreement to divest] [added: divestiture of] our Dental segment, Dental is presented as discontinued operations.

The discussion of [removed: and] factors affecting our performance for the year ended March 31, [removed: 2023] [added: 2024] compared to the fiscal year ended March 31, [removed: 2022] [added: 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, [removed: 2023.][added: 2024.]

FISCAL [removed: 2024] [added: 2025] AS COMPARED TO FISCAL [removed: 2023][added: 2024]

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, [removed: 2024] [added: 2025] to the year ended March 31, [removed: 2023:][added: 2024:]

| (dollars in thousands) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | | | | | Change | | |

Acquisitions and Divestitures.

We recorded net proceeds of $41.9 million and recognized a pre-tax gain on the sale of $19.3 million in fiscal 2025.

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

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

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

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

For more information, see Note 4 to our consolidated financial statements titled "Discontinued Operations."

These increases reflect higher volume and pricing.

The fiscal 2025 increase in cash flows from operations and free cash flow 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.

We have paid quarterly dividends each year since 2005 and have increased the dividend each consecutive year, including an increase during fiscal 2025 to $0.57 per share.

| Total revenues | | | | | | $ | 5,459,515 | | | | | $ | 5,138,701 | | | | | $ | 320,814 | | | | | 6.2 | | % |

| Service revenues | | | | | | 2,587,911 | | | | | | 2,374,747 | | | | | | 213,164 | | | | | | 9.0 | | % |

| Consumable revenues | | | | | | 1,685,924 | | | | | | 1,502,378 | | | | | | 183,546 | | | | | | 12.2 | | % |

| Capital equipment revenues | | | | | | 1,185,680 | | | | | | 1,261,576 | | | | | | (75,896) | | | | | | (6.0) | | % |

| Ireland revenues | | | | | | 107,321 | | | | | | 82,695 | | | | | | 24,626 | | | | | | 29.8 | | % |

| United States revenues | | | | | | 4,007,622 | | | | | | 3,751,437 | | | | | | 256,185 | | | | | | 6.8 | | % |

| Other foreign revenues | | | | | | 1,344,572 | | | | | | 1,304,569 | | | | | | 40,003 | | | | | | 3.1 | | % |

| Product | | | | | | $ | 1,357,329 | | | | | $ | 1,247,872 | | | | | $ | 109,457 | | | | | 8.8 | | % |

| Service | | | | | | 1,045,435 | | | | | | 970,288 | | | | | | 75,147 | | | | | | 7.7 | | % |

| Total gross profit | | | | | | $ | 2,402,764 | | | | | $ | 2,218,160 | | | | | $ | 184,604 | | | | | 8.3 | | % |

Our gross profit percentage increased to 44.0% for fiscal 2025 as compared to 43.2% for fiscal 2024.

| (dollars in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | |

| Illinois EO litigation settlement | | | | | | 48,150 | | | | | | — | | | | | | 48,150 | | | | | | NM | | |

| Restructuring expenses | | | | | | 46,049 | | | | | | 26,045 | | | | | | 20,004 | | | | | | 76.8 | | % |

| Total operating expenses | | | | | | $ | 1,536,123 | | | | | $ | 1,382,042 | | | | | $ | 154,081 | | | | | 11.1 | | % |

SG&A increased 6.5% in fiscal 2025 over fiscal 2024.

Illinois EO Litigation Settlement.

On March 3, 2025, we entered into binding confidential term sheets with plaintiffs’ counsel (the “Term Sheets”), as well as settlement agreements with several plaintiffs related to our Illinois EO litigation.

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

We recorded an expense of $48.2 million related to this settlement in fiscal 2025.

Approximately 300 positions have been eliminated.

| (dollars in thousands) | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | |

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

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

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:

| (dollars in thousands) | | | | | | Restructuring Plan | | |

| Balance at March 31, 2024 | | | | | | $ | 678 | |

Acquisitions.

The transaction is structured as an equity sale.

Previously, the Dental business was a separate reportable segment.

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

In fiscal 2025, we recorded net proceeds of $41.5 million.

Cash flows from operations resulted from the increase in operating activity and lower use of cash for working capital requirements.

The increase in free cash flow was driven by cash flows from operations as capital spending in fiscal 2024 was comparable to fiscal 2023.

During the year, we increased our quarterly dividend for the eighteenth consecutive year to $0.52.

We anticipate continued inflation pressure in fiscal 2025, but not at the significant level experienced in fiscal 2024 and 2023.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total revenues | | | | | | $ | 5,138,701 | | | | | $ | 4,536,266 | | | | | $ | 602,435 | | | | | 13.3 | | % |

| Service revenues | | | | | | 2,374,747 | | | | | | 2,172,512 | | | | | | 202,235 | | | | | | 9.3 | | % |

| Consumable revenues | | | | | | 1,502,378 | | | | | | 1,293,284 | | | | | | 209,094 | | | | | | 16.2 | | % |

| Capital equipment revenues | | | | | | 1,261,576 | | | | | | 1,070,470 | | | | | | 191,106 | | | | | | 17.9 | | % |

| Ireland revenues | | | | | | 82,695 | | | | | | 74,292 | | | | | | 8,403 | | | | | | 11.3 | | % |

| United States revenues | | | | | | 3,751,437 | | | | | | 3,254,373 | | | | | | 497,064 | | | | | | 15.3 | | % |

| Other foreign revenues | | | | | | 1,304,569 | | | | | | 1,207,601 | | | | | | 96,968 | | | | | | 8.0 | | % |

| Product | | | | | | $ | 1,247,872 | | | | | $ | 1,092,391 | | | | | $ | 155,481 | | | | | 14.2 | | % |

| Service | | | | | | 970,288 | | | | | | 888,335 | | | | | | 81,953 | | | | | | 9.2 | | % |

| Total gross profit | | | | | | $ | 2,218,160 | | | | | $ | 1,980,726 | | | | | $ | 237,434 | | | | | 12.0 | | % |

| Restructuring expenses | | | | | | 26,045 | | | | | | 485 | | | | | | 25,560 | | | | | | NM | | |

| Total operating expenses | | | | | | $ | 1,382,042 | | | | | $ | 1,189,625 | | | | | $ | 192,417 | | | | | 16.2 | | % |

SG&A increased 14.8% in fiscal 2024 over fiscal 2023.

Less than 300 positions are being eliminated.

We have incurred pre-tax expenses totaling $44.4 million related to these restructurings in fiscal 2024, of which $26.1 million was recorded as restructuring expenses and $18.3 million was recorded in Cost of revenues.

A total of $19.0 million and $25.4 million was recorded to the Healthcare and AST segments, respectively, while a total of $40.0 thousand was related to Corporate.

We expect to incur additional restructuring expenses related to this plan of approximately $55.3 million, which includes $51.3 million related to Healthcare, $3.0 million related to AST, $0.8 million related to Life Sciences, and $0.2 million related to Corporate.

The $55.3 million is comprised of $36.2 million related to severance and other compensation related costs, $15.3 million related to lease and other contract termination and other costs, and $3.8 million related to accelerated depreciation and amortization.

| Asset impairment | | | | | | | | | | | | | | | | | | $ | 25,392 | |

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.

| Income tax expense | | | | | | $ | 149,530 | | | | | $ | 124,069 | | | | | $ | 25,461 | | | | | 20.5% | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2024 | | | | | | 2024 | | | | | | 2024 | | |

| 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 | | % |

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.

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.

As of March 31, [removed: 2024,] [added: 2025,] we had [removed: $2,101.4] [added: $2,024.2] million in fixed rate senior notes outstanding.

As of March 31, [removed: 2024,] [added: 2025,] we had [removed: $484.5] [added: $34.8] million in outstanding borrowings under our Credit Agreement [removed: and $638.1 million in term loans] which are exposed to changes in interest rates.

Based upon our debt structure at March 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis point increase in floating interest rates would increase annual interest expense by approximately [removed: $11.2] [added: $0.3] million.

Note 20 to our consolidated financial statements titled, “Reclassifications out of Accumulated Other Comprehensive [removed: (Loss) Income,”] [added: Income (Loss),”] contains additional information about the impact of translation on accumulated other comprehensive income (loss) and equity.

At March 31, [removed: 2024,] [added: 2025,] we held foreign currency forward contracts to buy [removed: 48.0] [added: 44.0] million British pounds sterling and [removed: 4.0] [added: 15.0] million [removed: euros;] [added: euros,] and to sell [removed: 150.0 million Mexican pesos, and 18.0] [added: 13.0] million Australian dollars.

At March 31, [removed: 2024,] [added: 2025,] we held commodity swap contracts to buy [removed: 789.0] [added: 592.4] thousand pounds of nickel.

These include: consumable products, such as detergents, endoscopy accessories, barrier products, instruments and tools; [removed: and] services, including equipment installation and maintenance, microbial reduction of medical devices, instrument and scope repair, laboratory testing, [added: and] outsourced reprocessing; [removed: and] capital equipment, such as sterilizers, surgical tables, and automated endoscope [removed: reprocessors,] [added: reprocessors;] and connectivity solutions such as operating room (“OR”) integration.

Previously, we had four reportable business segments; however, as a result of the [removed: agreement to divest] [added: divestiture of] our Dental segment, Dental is presented as discontinued operations.

Historical information has been retrospectively adjusted to [removed: reflect these changes] [added: exclude discontinued operations] for comparability, as required.

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 [added: of] which are driving increased demand for many of our products and services.

Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that [removed: equipment;] [added: equipment,] to the repair of re-usable procedural [removed: instruments;] [added: instruments,] to outsourced instrument reprocessing services.

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

Customer Concentration. Our Healthcare segment sells consumables, services and capital [removed: equipment,] [added: equipment] to Customers in many countries throughout the world.

For the year ended March 31, [removed: 2024,] [added: 2025,] no Customer represented more than 10% of the Healthcare segment's total revenues.

On a product basis, competitors include 3M, Baxter, Boston Scientific, Belimed, [added: Ecolab,] Fortive, Getinge, Karl Storz, Olympus, Ruhof, SteelCo, Stryker, Skytron and Wassenburg.

On a service line basis, competitors include [removed: Agiliti,] BBraun, Crothall, Olympus and Pentax.

Services Offered. We offer a wide range of sterilization modalities and an array of testing services that complement the manufacturing of [removed: single use,] [added: single-use,] sterile products.

Our facilities are located in regions with a concentration of medical device [added: and pharmaceutical] manufacturing throughout the Americas, Europe, and Asia.

For the year ended March 31, [removed: 2024,] [added: 2025,] no Customer represented more than 10% of the segment’s revenues.

Description of Business. Our Life Sciences segment provides a comprehensive offering of products and services designed to support biopharmaceutical and medical device [removed: research and] manufacturing facilities, in particular those focused on aseptic manufacturing.

Products Offered. [removed: These] [added: 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.

For the year ended March 31, [removed: 2024,] [added: 2025,] no Customer represented more than 10% of the Life Sciences segment’s total revenues.

We [removed: 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 [removed: cobalt-60,] [added: radioisotope cobalt-60 ("cobalt-60"),] which are necessary to our AST operations.

For [removed: additional] [added: more] information about the risks we face [removed: concerning the conflict between Russia and Ukraine,] [added: regarding regulatory requirements,] see Part I, Item 1A of this Annual Report titled, "Risk Factors." [added: We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations.]

However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor [removed: costs and anticipate continued inflationary pressure in fiscal 2025 but not at the significant level experienced] [added: costs, which moderated] in fiscal [removed: 2024 and 2023.][added: 2025.]

As of March 31, [removed: 2024,] [added: 2025,] we held [removed: 630] [added: 607] United States patents and [removed: 2,531] [added: 2,315] patents in other jurisdictions and had [removed: 147] [added: 90] United States patent applications and [removed: 334] [added: 289] patent applications pending in other jurisdictions.

As of March 31, [removed: 2024,] [added: 2025,] we had a total of approximately [removed: 2,550] [added: 2,145] trademark registrations worldwide.

Seasonality. Our financial results [removed: have been,] [added: have,] from time to time, [removed: subject to] [added: exhibited] seasonal patterns.

[removed: We] [added: However, we] cannot [removed: assure you] [added: guarantee] that these patterns will [removed: not continue.][added: persist.]

At March 31, 2024, we had [removed: a] backlog [added: orders] of $425.2 million.

[removed: Of this amount, $353.8 million] and $71.4 million related to our Healthcare and Life Sciences segments, respectively.

At March 31, [removed: 2023,] [added: 2025,] we had [added: a] backlog [removed: orders] of [removed: $599.6] [added: $452.9] million.

Of this amount, [removed: $494.7] [added: $369.2] million and [removed: $104.9] [added: $83.7] million related to our Healthcare and Life Sciences segments, respectively.

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life [removed: sciences] [added: science] products and services around the globe.

Our Corporate Responsibility function is led by the Vice President of [removed: ESG.][added: 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 [removed: Environmental, Social, and Governance ("ESG")] [added: ESG] strategies, programs, and policies.

Through this Commercial Compliance Program, we [removed: formally recognize] [added: acknowledge] 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 [removed: 2024,] [added: 2025,] STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption.

[added: Suspicions of] supplier non-compliance are promptly investigated and addressed.

As part of our anti-corruption program, our employees and third-party intermediaries are subject to mandatory comprehensive anti-bribery and anti-corruption training [removed: online and in-person.][added: online.]

AdvaMed has [removed: roughly 400] [added: over 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.

It is a diverse community of more than [removed: 10,000] [added: 11,000] healthcare technology professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology.

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 [removed: regulators,] [added: regulators] and patients.

[removed: With respect to financial] matters, reports are provided to the Board of Directors' Audit Committee.

In fiscal [removed: 2024,] [added: 2025,] STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims.

[removed: In fiscal 2024, we completed a comprehensive review to establish the baseline for our upstream and downstream emissions (Scope 3) and reported] [added: We also report] aggregate Scope 3 [added: (upstream and downstream)] emissions in our most recent CDP response and on our website.

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.

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.

In addition to organic opportunities, acquisitions are a key part of our long-term strategy for growth.

In particular, capital equipment revenues within our Healthcare segment have historically been higher in the fourth quarter of our fiscal year.

Of this amount, $353.8 million

Backlog increased in fiscal 2025 as a result of higher Customer orders.

With respect to financial

Although the European Parliament voted to postpone the application dates, STERIS continues to prepare for the upcoming CSRD disclosure requirement.

We are evaluating how this information will inform global reporting requirements.

Employees by Segment. During the course of fiscal 2025, we averaged approximately 18,000 employees throughout the world of which less than 11% are represented by work councils or labor unions.

| Total employees (1) | | | 17,787 | | | | | | 16,768 | | |

(1) Excludes Dental segment divested on May 31, 2024.

| Senior Managers | | | 718 | | | | | | 289 | | | 742 | | | | | | 291 | | |

| Other employees of the Company | | | 11,282 | | | | | | 5,730 | | | 11,009 | | | | | | 5,575 | | |

We are pleased to report that 88% of our employees completed our pulse survey in fiscal 2025.

The pulse survey results are grouped around four key themes: Employee Engagement; Leadership Effectiveness; Inclusion and Belonging; and Job and Work Experience.

The results indicate strong favorability in each of these areas.

Moreover, this initial pulse survey sets a baseline from which we can track progress over time.

Total employee compensation is presented in the table below:

| Wages and salaries | | | $ | 1,273,381 | | | | | $ | 1,187,970 | |

| Commission and incentive plans | | | 210,498 | | | | | | 199,859 | | |

| Social security costs | | | 111,032 | | | | | | 98,310 | | |

| Other, primarily employee benefits | | | 154,605 | | | | | | 140,684 | | |

| Total employee costs | | | $ | 1,850,544 | | | | | $ | 1,718,164 | |

needed.

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.

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 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.

Backlog declined in fiscal 2024 as supply chain delays eased allowing us to reduce lead times and backlog.

We have mechanisms in place to identify when suppliers do not meet our Supplier Code of Conduct requirements.

Suspicions of

Employees by Segment. During the course of fiscal 2024, we averaged just over 18,000 employees throughout the world including approximately 1,400 employees within the Dental segment, which is currently held for sale.

Less than 12% of our employees are represented by work councils or labor unions.

| Dental | | | 1,411 | | | | | | 1,451 | | |

| Total employees | | | 18,179 | | | | | | 17,100 | | |

Diversity, Equity & Inclusion. We are dedicated to creating and sustaining a diverse, equitable and inclusive work environment.

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.

| Senior Managers | | | 801 | | | | | | 321 | | | 739 | | | | | | 297 | | |

| Other employees of the Company | | | 11,591 | | | | | | 6,327 | | | 10,774 | | | | | | 5,846 | | |

We have pushed our fiscal 2024 survey to the fall of fiscal 2025 as we are currently redesigning the survey for more frequent distribution.

During fiscal 2023, we reported that 85% of our employees completed our survey.

In our fiscal 2023 survey, we measured fifteen principal factors and overall employee engagement was 74%, in-line with our results for the past five years.

The results indicate that the substantial majority of our people are committed to serving our Customers, are proud to work for STERIS, and have confidence in the stability of our business.

We 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.

In addition, we provide biennial Code of Conduct training and other key required training at all levels of the Company.

In our manufacturing and service organizations, we provide training for employees who do not have the necessary experience or background.

This training is conducted through a combination of hands-on and module-based training.

Our focus is on safety, quality and consistency in approach and outcome.

As a Lean focused organization, we have created standard work instructions for many processes, and refresher courses are offered regularly for existing employees.

Where possible, we look to provide cross-training for employees looking to expand their knowledge or grow into new roles.

We encourage all employees to create individual development plans and provide the support to assist in that effort.

Total employee compensation is presented in the table below, including costs associated with employees in the Dental segment, which is currently held for sale:

| Wages and salaries | | | $ | 1,274,522 | | | | | $ | 1,172,234 | |

| Commission and incentive plans | | | 211,342 | | | | | | 154,840 | | |

| Social security costs | | | 106,585 | | | | | | 91,653 | | |

| Other, primarily employee benefits | | | 152,724 | | | | | | 139,133 | | |

| Total employee costs | | | $ | 1,842,796 | | | | | $ | 1,634,747 | |

| Andrew Xilas | | | | | | 59 | | | | | | Senior Vice President and General Manager, Dental | | |

Andrew Xilas serves as Senior Vice President and General Manager, Dental.

He assumed this role in June 2021.

For the fiscal year ended March 31, [removed: 2024][added: 2025]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September 30, [removed: 2023] [added: 2024] was [removed: $21,614.0] [added: $23,874.0] million.

The number of Ordinary Shares outstanding as of May [removed: 24, 2024: 98,900,010][added: 27, 2025: 98,372,310]

Portions of the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting – Part III

| Item 1 | | | | | | [removed: [Business](#i40ea518b02ad4ea28788fb6365406848_13)] [added: [Business](#i314e557a64e54571aa67788fe141567b_13)] | | | [removed: [3](#i40ea518b02ad4ea28788fb6365406848_13)] [added: [3](#i314e557a64e54571aa67788fe141567b_13)] | | |

| | | | | | | [Information Related to Business [removed: Segments](#i40ea518b02ad4ea28788fb6365406848_19)] [added: Segments](#i314e557a64e54571aa67788fe141567b_19)] | | | [removed: [3](#i40ea518b02ad4ea28788fb6365406848_19)] [added: [3](#i314e557a64e54571aa67788fe141567b_19)] | | |

| | | | | | | [Information with Respect to Our Business in [removed: General](#i40ea518b02ad4ea28788fb6365406848_22)] [added: General](#i314e557a64e54571aa67788fe141567b_22)] | | | [removed: [5](#i40ea518b02ad4ea28788fb6365406848_22)] [added: [4](#i314e557a64e54571aa67788fe141567b_22)] | | |

| Item 1A | | | | | | [Risk [removed: Factors](#i40ea518b02ad4ea28788fb6365406848_25)] [added: Factors](#i314e557a64e54571aa67788fe141567b_25)] | | | [removed: [14](#i40ea518b02ad4ea28788fb6365406848_25)] [added: [13](#i314e557a64e54571aa67788fe141567b_25)] | | |

| Item 1B | | | | | | [Unresolved Staff [removed: Comments](#i40ea518b02ad4ea28788fb6365406848_28)] [added: Comments](#i314e557a64e54571aa67788fe141567b_28)] | | | [removed: [25](#i40ea518b02ad4ea28788fb6365406848_28)] [added: [24](#i314e557a64e54571aa67788fe141567b_28)] | | |

| Item 1C | | | | | | [removed: [Cybersecurity](#i40ea518b02ad4ea28788fb6365406848_2036)] [added: [Cybersecurity](#i314e557a64e54571aa67788fe141567b_31)] | | | [removed: [25](#i40ea518b02ad4ea28788fb6365406848_2036)] [added: [24](#i314e557a64e54571aa67788fe141567b_31)] | | |

| Item 2 | | | | | | [removed: [Properties](#i40ea518b02ad4ea28788fb6365406848_31)] [added: [Properties](#i314e557a64e54571aa67788fe141567b_34)] | | | [removed: [26](#i40ea518b02ad4ea28788fb6365406848_31)] [added: [25](#i314e557a64e54571aa67788fe141567b_34)] | | |

| Item 3 | | | | | | [Legal [removed: Proceedings](#i40ea518b02ad4ea28788fb6365406848_34)] [added: Proceedings](#i314e557a64e54571aa67788fe141567b_37)] | | | [removed: [27](#i40ea518b02ad4ea28788fb6365406848_34)] [added: [26](#i314e557a64e54571aa67788fe141567b_37)] | | |

| Item 4 | | | | | | [Mine Safety [removed: Disclosures](#i40ea518b02ad4ea28788fb6365406848_37)] [added: Disclosures](#i314e557a64e54571aa67788fe141567b_40)] | | | [removed: [27](#i40ea518b02ad4ea28788fb6365406848_37)] [added: [26](#i314e557a64e54571aa67788fe141567b_40)] | | |

| Item 5 | | | | | | [Market for Registrant's Ordinary Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i40ea518b02ad4ea28788fb6365406848_43)] [added: Securities](#i314e557a64e54571aa67788fe141567b_46)] | | | [removed: [28](#i40ea518b02ad4ea28788fb6365406848_43)] [added: [27](#i314e557a64e54571aa67788fe141567b_46)] | | |

| Item 6 | | | | | | [removed: [Reserved](#i40ea518b02ad4ea28788fb6365406848_46)] [added: [Reserved](#i314e557a64e54571aa67788fe141567b_49)] | | | [removed: [29](#i40ea518b02ad4ea28788fb6365406848_46)] [added: [28](#i314e557a64e54571aa67788fe141567b_49)] | | |

| Item 7 | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i40ea518b02ad4ea28788fb6365406848_49)] [added: Operation](#i314e557a64e54571aa67788fe141567b_52)] | | | [removed: [30](#i40ea518b02ad4ea28788fb6365406848_49)] [added: [29](#i314e557a64e54571aa67788fe141567b_52)] | | |

| | | | | | | [Financial [removed: Measures](#i40ea518b02ad4ea28788fb6365406848_55)] [added: Measures](#i314e557a64e54571aa67788fe141567b_58)] | | | [removed: [30](#i40ea518b02ad4ea28788fb6365406848_55)] [added: [29](#i314e557a64e54571aa67788fe141567b_58)] | | |

| | | | | | | [removed: [Revenues-Defined](#i40ea518b02ad4ea28788fb6365406848_58)] [added: [Revenues-Defined](#i314e557a64e54571aa67788fe141567b_61)] | | | [removed: [31](#i40ea518b02ad4ea28788fb6365406848_58)] [added: [30](#i314e557a64e54571aa67788fe141567b_61)] | | |

| | | | | | | [General Overview and Executive [removed: Summary](#i40ea518b02ad4ea28788fb6365406848_61)] [added: Summary](#i314e557a64e54571aa67788fe141567b_64)] | | | [removed: [31](#i40ea518b02ad4ea28788fb6365406848_61)] [added: [30](#i314e557a64e54571aa67788fe141567b_64)] | | |

| | | | | | | [Non-GAAP Financial [removed: Measures](#i40ea518b02ad4ea28788fb6365406848_64)] [added: Measures](#i314e557a64e54571aa67788fe141567b_67)] | | | [removed: [33](#i40ea518b02ad4ea28788fb6365406848_64)] [added: [32](#i314e557a64e54571aa67788fe141567b_67)] | | |

| | | | | | | [Results of [removed: Operations](#i40ea518b02ad4ea28788fb6365406848_67)] [added: Operations](#i314e557a64e54571aa67788fe141567b_70)] | | | [removed: [33](#i40ea518b02ad4ea28788fb6365406848_67)] [added: [32](#i314e557a64e54571aa67788fe141567b_70)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#i40ea518b02ad4ea28788fb6365406848_70)] [added: Resources](#i314e557a64e54571aa67788fe141567b_73)] | | | [removed: [38](#i40ea518b02ad4ea28788fb6365406848_70)] [added: [37](#i314e557a64e54571aa67788fe141567b_73)] | | |

| | | | | | | [Capital [removed: Expenditures](#i40ea518b02ad4ea28788fb6365406848_73)] [added: Expenditures](#i314e557a64e54571aa67788fe141567b_76)] | | | [removed: [42](#i40ea518b02ad4ea28788fb6365406848_73)] [added: [41](#i314e557a64e54571aa67788fe141567b_76)] | | |

| | | | | | | [Material Future Cash Obligations and Commercial [removed: Commitments](#i40ea518b02ad4ea28788fb6365406848_76)] [added: Commitments](#i314e557a64e54571aa67788fe141567b_79)] | | | [removed: [43](#i40ea518b02ad4ea28788fb6365406848_76)] [added: [41](#i314e557a64e54571aa67788fe141567b_79)] | | |

| | | | | | | [Supplemental Guarantor Financial [removed: Information](#i40ea518b02ad4ea28788fb6365406848_79)] [added: Information](#i314e557a64e54571aa67788fe141567b_82)] | | | [removed: [43](#i40ea518b02ad4ea28788fb6365406848_79)] [added: [42](#i314e557a64e54571aa67788fe141567b_82)] | | |

| | | | | | | [Critical Accounting Estimates and [removed: Assumptions](#i40ea518b02ad4ea28788fb6365406848_82)] [added: Assumptions](#i314e557a64e54571aa67788fe141567b_85)] | | | [removed: [45](#i40ea518b02ad4ea28788fb6365406848_82)] [added: [43](#i314e557a64e54571aa67788fe141567b_85)] | | |

| | | | | | | [Forward-Looking [removed: Statements](#i40ea518b02ad4ea28788fb6365406848_85)] [added: Statements](#i314e557a64e54571aa67788fe141567b_88)] | | | [removed: [50](#i40ea518b02ad4ea28788fb6365406848_85)] [added: [48](#i314e557a64e54571aa67788fe141567b_88)] | | |

| Item 7A | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i40ea518b02ad4ea28788fb6365406848_88)] [added: Risk](#i314e557a64e54571aa67788fe141567b_91)] | | | [removed: [52](#i40ea518b02ad4ea28788fb6365406848_88)] [added: [49](#i314e557a64e54571aa67788fe141567b_91)] | | |

| | | | | | | [Interest Rate [removed: Risk](#i40ea518b02ad4ea28788fb6365406848_91)] [added: Risk](#i314e557a64e54571aa67788fe141567b_94)] | | | [removed: [52](#i40ea518b02ad4ea28788fb6365406848_91)] [added: [49](#i314e557a64e54571aa67788fe141567b_94)] | | |

| | | | | | | [Foreign Currency [removed: Risk](#i40ea518b02ad4ea28788fb6365406848_94)] [added: Risk](#i314e557a64e54571aa67788fe141567b_97)] | | | [removed: [52](#i40ea518b02ad4ea28788fb6365406848_94)] [added: [49](#i314e557a64e54571aa67788fe141567b_97)] | | |

| | | | | | | [Commodity [removed: Risk](#i40ea518b02ad4ea28788fb6365406848_97)] [added: Risk](#i314e557a64e54571aa67788fe141567b_100)] | | | [removed: [52](#i40ea518b02ad4ea28788fb6365406848_97)] [added: [49](#i314e557a64e54571aa67788fe141567b_100)] | | |

| Item 8 | | | | | | [Financial Statements and Supplementary [removed: Data](#i40ea518b02ad4ea28788fb6365406848_100)] [added: Data](#i314e557a64e54571aa67788fe141567b_103)] | | | [removed: [53](#i40ea518b02ad4ea28788fb6365406848_100)] [added: [50](#i314e557a64e54571aa67788fe141567b_103)] | | |

| Item 9 | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i40ea518b02ad4ea28788fb6365406848_199)] [added: Disclosure](#i314e557a64e54571aa67788fe141567b_211)] | | | [removed: [107](#i40ea518b02ad4ea28788fb6365406848_199)] [added: [98](#i314e557a64e54571aa67788fe141567b_211)] | | |

| Item 9A | | | | | | [Controls and [removed: Procedures](#i40ea518b02ad4ea28788fb6365406848_202)] [added: Procedures](#i314e557a64e54571aa67788fe141567b_214)] | | | [removed: [107](#i40ea518b02ad4ea28788fb6365406848_202)] [added: [98](#i314e557a64e54571aa67788fe141567b_214)] | | |

| Item 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i40ea518b02ad4ea28788fb6365406848_208)] [added: Inspections](#i314e557a64e54571aa67788fe141567b_220)] | | | [removed: [109](#i40ea518b02ad4ea28788fb6365406848_208)] [added: [100](#i314e557a64e54571aa67788fe141567b_220)] | | |

| Item 10 | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i40ea518b02ad4ea28788fb6365406848_214)] [added: Governance](#i314e557a64e54571aa67788fe141567b_226)] | | | [removed: [110](#i40ea518b02ad4ea28788fb6365406848_214)] [added: [101](#i314e557a64e54571aa67788fe141567b_226)] | | |

| Item 12 | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i40ea518b02ad4ea28788fb6365406848_220)] [added: Matters](#i314e557a64e54571aa67788fe141567b_232)] | | | [removed: [110](#i40ea518b02ad4ea28788fb6365406848_220)] [added: [101](#i314e557a64e54571aa67788fe141567b_232)] | | |

| Item 13 | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i40ea518b02ad4ea28788fb6365406848_223)] [added: Independence](#i314e557a64e54571aa67788fe141567b_235)] | | | [removed: [110](#i40ea518b02ad4ea28788fb6365406848_223)] [added: [101](#i314e557a64e54571aa67788fe141567b_235)] | | |

| Item 14 | | | | | | [Principal Accountant Fees and [removed: Services](#i40ea518b02ad4ea28788fb6365406848_226)] [added: Services](#i314e557a64e54571aa67788fe141567b_238)] | | | [removed: [110](#i40ea518b02ad4ea28788fb6365406848_226)] [added: [101](#i314e557a64e54571aa67788fe141567b_238)] | | |

| Item 15 | | | | | | [Exhibits and Financial Statement [removed: Schedule](#i40ea518b02ad4ea28788fb6365406848_232)] [added: Schedule](#i314e557a64e54571aa67788fe141567b_244)] | | | [removed: [111](#i40ea518b02ad4ea28788fb6365406848_232)] [added: [102](#i314e557a64e54571aa67788fe141567b_244)] | | |

| | | | | | | [Introduction](#i314e557a64e54571aa67788fe141567b_16) | | | [3](#i314e557a64e54571aa67788fe141567b_16) | | |

| | | | | | | [Introduction](#i314e557a64e54571aa67788fe141567b_55) | | | [29](#i314e557a64e54571aa67788fe141567b_55) | | |

| Item 9B | | | | | | [Other Information](#i314e557a64e54571aa67788fe141567b_217) | | | [100](#i314e557a64e54571aa67788fe141567b_217) | | |

| Item 11 | | | | | | [Executive Compensation](#i314e557a64e54571aa67788fe141567b_229) | | | [101](#i314e557a64e54571aa67788fe141567b_229) | | |

| Item 16 | | | | | | [Form 10-K Summary](#i314e557a64e54571aa67788fe141567b_247) | | | [105](#i314e557a64e54571aa67788fe141567b_247) | | |

| | | | | | | [Signatures](#i314e557a64e54571aa67788fe141567b_250) | | | [106](#i314e557a64e54571aa67788fe141567b_250) | | |

| | | | | | | [Introduction](#i40ea518b02ad4ea28788fb6365406848_16) | | | [3](#i40ea518b02ad4ea28788fb6365406848_16) | | |

| | | | | | | [Introduction](#i40ea518b02ad4ea28788fb6365406848_52) | | | [30](#i40ea518b02ad4ea28788fb6365406848_52) | | |

| Item 9B | | | | | | [Other Information](#i40ea518b02ad4ea28788fb6365406848_205) | | | [109](#i40ea518b02ad4ea28788fb6365406848_205) | | |

| Item 11 | | | | | | [Executive Compensation](#i40ea518b02ad4ea28788fb6365406848_217) | | | [110](#i40ea518b02ad4ea28788fb6365406848_217) | | |

| Item 16 | | | | | | [Form 10-K Summary](#i40ea518b02ad4ea28788fb6365406848_235) | | | [115](#i40ea518b02ad4ea28788fb6365406848_235) | | |

| | | | | | | [Signatures](#i40ea518b02ad4ea28788fb6365406848_238) | | | [116](#i40ea518b02ad4ea28788fb6365406848_238) | | |

At STERIS, the [removed: enterprise risk management (“ERM”)] [added: ERM] program is designed to identify, assess, and manage risks across STERIS’s enterprise.

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 [added: 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.

Education and awareness training on information security and data protection is conducted regularly for [removed: Associates.][added: employees.]

In fiscal year [removed: 2024,] [added: 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.

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.

The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, [removed: 2024.][added: 2025.]

These [added: strategically positioned] locations are [removed: strategically located] [added: situated] near Customer manufacturing and distribution [removed: sites and core] [added: sites, as well as key] distribution corridors [removed: throughout the Americas, Europe] [added: across Africa, Asia, Europe,] and [removed: Asia.][added: North America.]

The Company operates [removed: over 150] [added: approximately 250] locations representing sales, [removed: administrative] [added: administrative, manufacturing] and operational locations in the U.S. and [removed: over 25] [added: more than 35] other countries, the majority of which are leased and support one or multiple business segments.

Operational locations are primarily comprised of service [removed: centers] [added: centers, manufacturing] and distribution warehouses.

[removed: The] [added: Included among totals listed above, the] Company owns and leases [removed: several material] manufacturing [removed: locations] [added: facilities] that support the Healthcare, Life Sciences, and AST [removed: segments, which are disclosed in the following table:][added: segments.]

| Location | | | [removed: | | | U.S./INTL* | | | | | |] Owned/Leased | | |

| Montgomery, AL | | | [removed: | | | U.S. | | | | | |] Owned/Leased | | |

| St. Louis, MO | | | [removed: | | | U.S. | | | | | |] Owned/Leased | | |

| Mentor, OH | | | [removed: | | | U.S. | | | | | |] Owned/Leased | | |

| Sharon Hill, PA | | | [removed: | | | U.S. | | | | | |] Owned | | |

| Franklin Park, IL | | | [removed: | | | U.S. | | | | | |] Leased | | |

| Point Richmond, CA | | | [removed: | | | U.S. | | | | | |] Leased | | |

| Conroe, TX | | | [removed: | | | U.S. | | | | | |] Owned | | |

| Plymouth, MN | | | [removed: | | | U.S. | | | | | |] Owned/Leased | | |

| Pomezia, Italy | | | [removed: | | | INTL | | | | | |] Owned | | |

| Tuttlingen, Germany | | | [removed: | | | INTL | | | | | |] Leased | | |

| [removed: Ontario,] [added: Ottawa,] Canada | | | [removed: | | | INTL | | | | | |] Leased | | |

| Quebec City, Canada | | | [removed: | | | INTL | | | | | |] Owned | | |

| Tuusula, Finland | | | [removed: | | | INTL | | | | | |] Owned | | |

| Leicester, England | | | [removed: | | | INTL | | | | | |] Owned | | |

| Guadalupe, Mexico | | | [removed: | | | INTL | | | | | | Leased] [added: Owned] | | |

| [removed: Bishop] [added: Bishop's] Stortford, England | | | [removed: | | | INTL | | | | | |] Leased | | |

In our AST segment, we operate over 60 owned or leased facilities dedicated to delivering contract sterilization services.

In addition to these locations, the Company partners with third-party logistics service providers to streamline the distribution of product and materials.

The locations we deem to be material are disclosed in the following table:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

In the following discussion “International” is defined as all countries other than Ireland and the United States.

The AST global network utilized in delivery of contract sterilization services is comprised of more than 60 owned or leased facilities.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Clemmons, NC | | | | | | U.S. | | | | | | Leased | | |

| Sharon, PA | | | | | | U.S. | | | | | | Owned | | |

| Fidenza, Italy | | | | | | INTL | | | | | | Leased | | |

| Bordeaux, France | | | | | | INTL | | | | | | Owned | | |

| Shanghai, China | | | | | | INTL | | | | | | Leased | | |

* International includes all countries other than Ireland and the U.S.

Holders. As of March 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 390] [added: 373] holders of record of our ordinary shares.

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 [removed: (net] [added: (exclusive] of [removed: taxes, fees] [added: fees, commissions,] and [removed: commissions),] [added: other charges),] which has no specified expiration date.

As of March 31, [removed: 2024,] [added: 2025,] there was [removed: $500.0] [added: $300.0] million [removed: (net] [added: (exclusive] of [removed: taxes, fees] [added: fees, commissions,] and [removed: commissions)] [added: other charges)] of remaining availability under the Board authorized share repurchase program.

This does not include [removed: 27] [added: 35] shares purchased during the year at an average price of [removed: $212.65] [added: $224.23] 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 [removed: 2024,] [added: 2025,] we obtained [removed: 76,645] [added: 94,577] of our ordinary shares in the aggregate amount of [removed: $11.8] [added: $11.3] 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 [removed: 2024:][added: 2025:]

| January 1-31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 500,000] [added: 300,000] | |

| February 1-28 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | [removed: 500,000] [added: 300,000] | | |

| March 1-31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | [removed: 500,000] [added: 300,000] | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 500,000] [added: 300,000] | |

During fiscal 2025, we repurchased 907,158 of our ordinary shares for the aggregate amount of $200.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations under the share repurchase program.

During fiscal 2024, we had no share repurchase activity pursuant to the previous share repurchase program or the May 3, 2023 authorization.

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i40ea518b02ad4ea28788fb6365406848_103)42[)](#i40ea518b02ad4ea28788fb6365406848_103)] [added: ID:](#i314e557a64e54571aa67788fe141567b_106)42[)](#i314e557a64e54571aa67788fe141567b_106)] | | | | | | [removed: [54](#i40ea518b02ad4ea28788fb6365406848_103)] [added: [51](#i314e557a64e54571aa67788fe141567b_106)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i40ea518b02ad4ea28788fb6365406848_106)] [added: Sheets](#i314e557a64e54571aa67788fe141567b_109)] | | | | | | [removed: [57](#i40ea518b02ad4ea28788fb6365406848_106)] [added: [53](#i314e557a64e54571aa67788fe141567b_109)] | | |

| | | | [Consolidated Statements of [removed: Income](#i40ea518b02ad4ea28788fb6365406848_112)] [added: Income](#i314e557a64e54571aa67788fe141567b_115)] | | | | | | [removed: [58](#i40ea518b02ad4ea28788fb6365406848_112)] [added: [54](#i314e557a64e54571aa67788fe141567b_115)] | | |

| | | | [Consolidated Statements of [removed: Comprehensive](#i40ea518b02ad4ea28788fb6365406848_115) [Income](#i40ea518b02ad4ea28788fb6365406848_115) [(Loss)](#i40ea518b02ad4ea28788fb6365406848_115)] [added: Comprehensive Income (Loss)](#i314e557a64e54571aa67788fe141567b_118)] | | | | | | [removed: [59](#i40ea518b02ad4ea28788fb6365406848_115)] [added: [55](#i314e557a64e54571aa67788fe141567b_118)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i40ea518b02ad4ea28788fb6365406848_121)] [added: Flows](#i314e557a64e54571aa67788fe141567b_124)] | | | | | | [removed: [60](#i40ea518b02ad4ea28788fb6365406848_121)] [added: [56](#i314e557a64e54571aa67788fe141567b_124)] | | |

| | | | [Consolidated Statements of Shareholder's [removed: Equity](#i40ea518b02ad4ea28788fb6365406848_124)] [added: Equity](#i314e557a64e54571aa67788fe141567b_127)] | | | | | | [removed: [61](#i40ea518b02ad4ea28788fb6365406848_124)] [added: [57](#i314e557a64e54571aa67788fe141567b_127)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i40ea518b02ad4ea28788fb6365406848_130)] [added: Statements](#i314e557a64e54571aa67788fe141567b_133)] | | | | | | [removed: [62](#i40ea518b02ad4ea28788fb6365406848_130)] [added: [58](#i314e557a64e54571aa67788fe141567b_133)] | | |

| | | | [Schedule II - Valuation of Qualifying [removed: Accounts](#i40ea518b02ad4ea28788fb6365406848_196)] [added: Accounts](#i314e557a64e54571aa67788fe141567b_208)] | | | | | | [removed: [106](#i40ea518b02ad4ea28788fb6365406848_196)] [added: [97](#i314e557a64e54571aa67788fe141567b_208)] | | |

To the Shareholders and the Board of Directors of [added: STERIS plc]

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: 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 [added: the] critical audit [removed: matters] [added: 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| [added: *Description of* *the Matter*] | | | [added: Uncertain Tax Positions] As discussed in Note 10 to the consolidated financial statements, the Company received two notices of [removed: proposed tax adjustments] [added: 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. [added: 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 [removed: We Addressed the Matter] [added: 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. [added: 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.] | | |

[removed: | *Description of the Matter* | | | Valuation of the customer relationships intangible asset related to the acquisition of] [added: On August 2, 2023 we purchased] the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from [removed: Becton] [added: Becton,] Dickinson [removed: (BD) | | |][added: and Company (NYSE: BDX) ("BD").]

[removed: May 29,] [added: | | | | | | | | | | | | |] 2024 [added: | | |]

[removed: (in] [added: (dollars in] thousands)

| [added: | | |] March 31, [added: 2025] | | | | | | [added: March 31,] 2024 | | | | | | [added: March 31,] 2023 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | | | | [removed: $] | 207,020 | | | | | [removed: $] | 208,357 | | [added: | | | | 348,320 | | |]

| Accounts receivable (net of allowances of [removed: $22,984] [added: $24,354] and [removed: $19,284,] [added: $22,984,] respectively) | | | | | | [removed: 1,008,315] [added: 1,043,961] | | | | | | [removed: 864,988] [added: 1,008,315] | | |

| Inventories, net | | | | | | [removed: 674,535] [added: 581,329] | | | | | | [removed: 604,410] [added: 674,535] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 174,349] [added: 203,774] | | | | | | [removed: 176,107] [added: 174,349] | | |

| Current assets held for sale | | | | | | [removed: 804,904] [added: —] | | | | | | [removed: 157,580] [added: 804,904] | | |

| Total current assets | | | | | | [removed: 2,869,123] [added: 2,000,765] | | | | | | [removed: 2,011,442] [added: 2,869,123] | | |

| Property, plant, and equipment, net | | | | | | [removed: 1,765,180] [added: 1,956,544] | | | | | | [removed: 1,632,775] [added: 1,765,180] | | |

| Lease right-of-use assets, net | | | | | | [removed: 173,201] [added: 156,388] | | | | | | [removed: 166,553] [added: 173,201] | | |

| Goodwill | | | | | | [removed: 4,070,712] [added: 4,095,678] | | | | | | [removed: 3,879,219] [added: 4,070,712] | | |

| Intangibles, net | | | | | | [removed: 2,119,282] [added: 1,854,390] | | | | | | [removed: 2,076,699] [added: 2,119,282] | | |

| Other assets | | | | | | [removed: 66,199] [added: 83,046] | | | | | | [removed: 77,892] [added: 66,199] | | |

| [removed: Non-current assets] [added: Current liabilities] held for sale | | | | | | — | | | | | | [removed: 977,259] [added: 64,012] | | |

| Total assets | | | | | | $ | [removed: 11,063,697] [added: 10,146,811] | | | | | $ | [removed: 10,821,839] [added: 11,063,697] | |

| Accounts payable | | | | | | $ | [removed: 251,723] [added: 280,770] | | | | | $ | [removed: 264,165] [added: 251,723] | |

| Accrued income taxes | | | | | | [removed: 13,640] [added: 21,456] | | | | | | [removed: 40,477] [added: 13,640] | | |

| Accrued payroll and other related liabilities | | | | | | [removed: 164,831] [added: 192,677] | | | | | | [removed: 118,463] [added: 164,831] | | |

| Short-term lease obligations | | | | | | [removed: 31,239] [added: 34,202] | | | | | | [removed: 30,065] [added: 31,239] | | |

| Short term indebtedness | | | | | | [removed: 85,938] [added: 125,000] | | | | | | [removed: 60,000] [added: 85,938] | | |

| Accrued expenses and other | | | | | | [removed: 319,744] [added: 368,068] | | | | | | [removed: 298,032] [added: 319,744] | | |

May 29, 2025

| Illinois EO litigation settlement | | | | | | 48,150 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

(dollars in thousands)

| Years Ended March 31, | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

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

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

| 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) | | |

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

| Balance at March 31, 2025 | | | 98,301 | | | $ | 4,420,413 | | $ | 2,475,330 | | $ | (292,338) | | $ | 12,352 | | $ | 6,615,757 | |

Our reporting currency is United States Dollars (USD).

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

| Years Ended March 31, | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Investments. Investments in marketable securities are stated at fair value.

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.

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

Approximately 300 positions have been eliminated.

| Restructuring Plan | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Years Ended March 31, | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | |

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

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

The Restructuring Plan expenses incurred during fiscal 2025 and 2024 primarily related to actions taken in our Healthcare and AST segments.

Total pre-tax restructuring expense of $106,665 has been recorded relating to the Restructuring Plan since inception, of which $34,552 has been recorded in Cost of revenues.

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

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

| | | | | | | Restructuring Plan | | |

| Fiscal 2025 charges | | | | | | 41,388 | | |

| Balance at March 31, 2025 | | | | | | $ | 18,371 | |

Total aggregate consideration was approximately $54,139.

(2) No additional adjustments made during fiscal 2025.

Acquisition and integration expenses declined in fiscal 2025 as we completed the integration work associated with the fiscal 2024 acquisition of assets from BD and the fiscal 2023 acquisition of Cantel Medical which drove the higher level of spending in prior years.

Fiscal 2025

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

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

STERIS plc

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| *Description of the Matter* | | | Uncertain Tax Positions | | |

| | | | 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. | | |

| | | | 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. | | |

| | | | 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. | | |

STERIS PLC AND SUBSIDIARIES

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Non-current liabilities held for sale | | | | | | — | | | | | | 20,936 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| Loss (gain) on sale of businesses | | | | | | 873 | | | | | | (67) | | | | | | (874) | | |

| Gain on sale of investments | | | | | | (546) | | | | | | — | | | | | | — | | |

| Investment in convertible notes | | | | | | (1,500) | | | | | | — | | | | | | — | | |

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

| Proceeds from term loans | | | | | | — | | | | | | — | | | | | | 650,000 | | |

| Payments on convertible debt | | | | | | — | | | | | | — | | | | | | (371,361) | | |

| Cash and cash equivalents at beginning of period | | | | | | 208,357 | | | | | | 348,320 | | | | | | 220,531 | | |

| Balance at March 31, 2021 | | | 85,353 | | | $ | 2,002,825 | | $ | 1,939,408 | | $ | (61,243) | | $ | 10,478 | | $ | 3,891,468 | |

| Net income (loss) | | | — | | | — | | | 243,888 | | | — | | | (1,018) | | | 242,870 | | |

| Repurchases of ordinary shares | | | (353) | | | (34,894) | | | (20,883) | | | — | | | — | | | (55,777) | | |

| 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) | | |

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The transaction is structured as an equity sale.

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

| | | | | | | | | |

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.”

| 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. | | |

Less than 300 positions are being eliminated.

During the quarter ended March 31, [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of management, including the PEO and PFO, we conducted an evaluation of the effectiveness of internal control over financial reporting as of March 31, [removed: 2024] [added: 2025] based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, [removed: 2024.][added: 2025.]

Our evaluation of internal control over financial reporting did not include the internal controls of the [removed: entities] [added: businesses] that were acquired during fiscal [removed: 2024.][added: 2025.]

Total assets of the acquired businesses represented approximately [removed: 5.0%] [added: 0.6%] of our total assets as of March 31, [removed: 2024 (of which 4.6% represent goodwill and intangible assets which were subjected to corporate controls)] [added: 2025] and approximately [removed: 2.0%] [added: 0.4%] of our total revenues for the year ended March 31, [removed: 2024.][added: 2025.]

To the Shareholders and the Board of Directors of [added: STERIS plc]

We have audited STERIS plc and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, STERIS plc and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the [removed: entities] [added: businesses] that were acquired during the year ended March 31, [removed: 2024,] [added: 2025,] which [removed: is] [added: are] included in the fiscal [removed: 2024] [added: 2025] consolidated financial statements of the Company and constituted approximately [removed: 5.0%] [added: 0.6%] of total assets as of March 31, [removed: 2024] [added: 2025] and approximately [removed: 2.0%] [added: 0.4%] of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the [removed: entities] [added: businesses] that were acquired during the year ended March 31, [removed: 2024.][added: 2025.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated May 29, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

Based on this evaluation under this framework, management concluded that the internal control over financial reporting was effective as of March 31, 2025.

May 29, 2025

STERIS plc

May 29, 2024

During the quarter ended March 31, [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.

This Annual Report on Form 10-K incorporates by reference the information appearing under the caption "Nominees for Election as Directors," "Board Meetings and Committees," "Shareholder Nominations of Directors and Nominee Criteria", "Insider Trading [removed: Policy - Hedging and Pledging of Company Securities"] [added: Policy"] and "Shareholder Proposals" of our definitive proxy statement to be filed with the SEC in connection with our [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the "Proxy Statement").

The table below presents information concerning all equity compensation plans and individual equity compensation arrangements in effect as of our fiscal year ended March 31, [removed: 2024.][added: 2025.]

| Equity compensation plans approved by security holders | | | | | | 1,823,883 | | | | | | $185.51 | | | | | | 2,647,200 | | |

| Total | | | | | | 1,823,883 | | | | | | $185.51 | | | | | | 2,647,200 | | |

| Equity compensation plans approved by security holders | | | | | | 1,869,871 | | | | | | $168.22 | | | | | | 2,370,422 | | |

| Total | | | | | | 1,869,871 | | | | | | $168.22 | | | | | | 2,370,422 | | |

Consolidated Balance Sheets – March 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Consolidated Statements of Income – Years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

Consolidated Statements of Comprehensive Income – Years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

Consolidated Statements of Cash Flows – Years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

Consolidated Statements of Shareholders’ Equity – Years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

| [removed: 2.3] [added: 10.20] | | | [removed: [Purchase Agreement,] [added: [First Amendment] dated [removed: October 2, 2020, by] [added: as of March 19, 2021 to Amended] and [added: Restated Note Purchase Agreement, dated as of March 5, 2019,] among [removed: KS Holdings LLC, Key Surgical Shareholders LLC, Key Surgical Management LLC, WSHP KS Investment LLC, Key Surgical LLC,] STERIS [removed: Corporation, STERIS plc and Brian O’Connell] [added: Corporation] and [removed: Scot Milchman] [added: each of the institutions signatory thereto] (filed as Exhibit [removed: 2.1] [added: 10.4] to [removed: STERIS plc] Form 8-K filed [removed: October 6, 2020] [added: March 23, 2021] (Commission File No. 001-38848) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000119312520264363/d939225dex21.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000119312521090491/d164871dex104.htm)] | | |

| [removed: 2.4] [added: 2.1] | | | [Amended and Restated Asset Purchase Agreement by and between STERIS Corporation; Becton, Dickinson and Company; and STERIS plc, solely for the purposes set forth in Section 12.21, dated as of August 2, 2023 (filed as Exhibit 2.1 to STERIS plc Form 10-Q for the fiscal quarter ended June 30, 2023 filed August 8, 2023 (Commission File No. 001-38848) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000010/ste6302023ex21.htm) | | |

| [removed: 10.3] [added: 10.8] | | | [removed: [STERIS Corporation Form] [added: [Form] of [added: STERIS plc] Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.13] [added: 10.3] to [added: STERIS plc] Form 10-Q for the fiscal quarter ended [removed: December 31, 2012] [added: September 30, 2019] (Commission File No. [removed: 001-14643)] [added: 001-38848)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1013.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm)] | | |

| 10.4 | | | [removed: [STERIS Corporation Form] [added: [Form] of [added: STERIS plc] Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.14] [added: 10.2] to [added: STERIS plc] Form 10-Q for the fiscal quarter ended December 31, [removed: 2012] [added: 2015] (Commission File No. [removed: 001-14643)] [added: 001-37614)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000081506513000003/ste12312012ex1014.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] | | |

| [removed: 10.5] [added: 10.3] | | | [STERIS Corporation Form of Career Restricted Stock Unit Agreement for Nonemployee Directors (filed as Exhibit 10.33 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No. 001-14643) and incorporated herein by reference).*](https://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1033.htm) | | |

| [removed: 10.6] [added: 10.5] | | | [STERIS [removed: Corporation] [added: plc] Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit [removed: 10.34] [added: 10.20] to [added: STERIS plc] Form 10-K for the [removed: fiscal] year ended March 31, [removed: 2013] [added: 2016] (Commission File No. [removed: 001-14643)] [added: 001-37614)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000081506513000006/ste03312013ex1034.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm)] | | |

| 10.7 | | | [removed: [Form of STERIS] [added: [STERIS] plc [added: Form of] Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended [removed: December 31, 2015] [added: September 30, 2018] (Commission File No. 001-37614) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489916000004/ste12312015ex102.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm)] | | |

| [removed: 10.8] [added: 10.9] | | | [removed: [STERIS plc Form] [added: [Form] of [removed: Nonqualified] [added: STERIS plc Career Restricted] Stock [removed: Option] [added: Unit] Agreement for Nonemployee Directors (filed as Exhibit [removed: 10.20] [added: 10.21] to STERIS plc Form 10-K for the year ended March 31, 2016 (Commission File No. 001-37614) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1020.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] | | |

| [removed: 10.9] [added: 10.10] | | | [removed: [STERIS plc Form] [added: [Form] of [added: STERIS plc] Restricted Stock Agreement for Employees (filed as Exhibit 10.16 to STERIS plc Form 10-K for the fiscal year ended March 31, [removed: 2018] [added: 2023] (Commission File No. [removed: 001-37614)] [added: 001-38848)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489918000003/ste3312016ex1016.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000005/ste03312023ex1016.htm)] | | |

| [removed: 10.10] [added: 10.6] | | | [Amendment to Nonqualified Stock Option Agreement (filed as Exhibit 10.4 to STERIS plc Form 10-Q for the fiscal quarter ended September 30, 2018 (Commission File No. 001-37614) and incorporated herein by reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex104.htm) | | |

| 10.11 | | | [removed: [STERIS plc Form] [added: [Form] of [added: STERIS plc] Nonqualified Stock Option Agreement for Employees (filed as Exhibit [removed: 10.2] [added: 10.17] to STERIS plc Form [removed: 10-Q] [added: 10-K] for the fiscal [removed: quarter] [added: year] ended [removed: September 30, 2018] [added: March 31, 2023] (Commission File No. [removed: 001-37614)] [added: 001-38848)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste093018ex102.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000005/ste03312023ex1017.htm)] | | |

| 10.12 | | | [removed: [Form] [added: [Description] of STERIS plc [removed: Nonqualified Stock Option Agreement for Employees] [added: Non-Employee Director Compensation Program] (filed as Exhibit [removed: 10.3] [added: 10.1] to STERIS plc Form 10-Q for the fiscal quarter ended September 30, [removed: 2019 (Commission] [added: 202](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000018/ste9302024ex101.htm)[4](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000018/ste9302024ex101.htm) [(Commission] File No. 001-38848) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex103.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000018/ste9302024ex101.htm)] | | |

| [removed: 10.13] [added: 19.1] | | | [removed: [Form of STERIS] [added: [STERIS] plc [removed: Career Restricted Stock Unit Agreement for Nonemployee Directors] [added: Insider Trading Policy] (filed as Exhibit [removed: 10.21] [added: 19.1] to STERIS plc Form 10-K for the year ended March 31, [removed: 2016] [added: 2024 filed May 29, 2024] (Commission File No. [removed: 001-37614)] [added: 001-38848)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489916000005/ste03312016ex1021.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000008/ste03312024ex191.htm)] | | |

| [removed: 10.14] [added: 10.18] | | | [Form of [added: Deed of Indemnification for] STERIS plc [removed: Restricted Stock Agreement for Employees] [added: directors and executive officers] (filed as Exhibit [removed: 10.3] [added: 10.1] to STERIS plc Form 10-Q for the fiscal quarter ended [removed: September] [added: June] 30, [removed: 2018] [added: 2022] (Commission File No. [removed: 001-37614)] [added: 001-38848)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1624899/000162489918000009/ste09302018ex103.htm)] [added: reference). *](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex101.htm)] | | |

| [removed: 10.15] [added: 10.19] | | | [Form of [added: Deed of Indemnification for] STERIS plc [removed: Restricted Stock Agreement for Employees] [added: directors and executive officers] (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended [removed: September] [added: June] 30, [removed: 2019 (Commission] [added: 2022)(Commission] File No. 001-38848) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789819000018/ste09302019ex102.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex102.htm)] | | |

| [removed: 10.16] [added: 97.1] | | | [removed: [Form of STERIS] [added: [STERIS] plc [removed: Restricted Stock Agreement for Employees (filed] [added: Policy relating to recovery of erroneously awarded compensation.](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000008/ste03312024ex971.htm) [](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000008/ste03312024ex971.htm)[filed] as Exhibit [removed: 10.16] [added: 97.1] to STERIS plc Form 10-K for the [removed: fiscal] year ended March 31, [removed: 2023] [added: 2024 filed May 29, 2024] (Commission File No. 001-38848) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000005/ste03312023ex1016.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000008/ste03312024ex971.htm)] | | |

| 10.17 | | | [Form of [removed: STERIS plc Nonqualified Stock Option] [added: Indemnification] Agreement [removed: for Employees] [added: between STERIS Corporation and each of its directors and certain executive officers] (filed as Exhibit [removed: 10.17] [added: 10.3] to [removed: STERIS plc] Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: March 31, 2023] [added: June 30, 2022] (Commission File No. [removed: 001-38848)] [added: 001-14643)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000005/ste03312023ex1017.htm)] [added: reference). *](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex103.htm)] | | |

| [removed: 10.18] [added: 10.13] | | | [removed: [Description of STERIS plc Non-Employee Director] [added: [STERIS Corporation Deferred] Compensation [removed: Program] [added: Plan Document (As Amended and Restated Effective January 1, 2009)] (filed as Exhibit 10.1 to [removed: STERIS plc] Form 10-Q for the fiscal quarter ended [removed: September 30, 2023] [added: December 31, 2008] (Commission File No. [removed: 001-38848)] [added: 001-14643)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000013/ste9302023ex101.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm)] | | |

| [removed: 10.19] [added: 10.15] | | | [removed: [STERIS] [added: [Amendment No. 1 to STERIS] Corporation Deferred Compensation Plan Document (As Amended and Restated Effective January 1, [removed: 2009)] [added: 2009), dated November 4, 2011] (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, [removed: 2008] [added: 2011] (Commission File No. [removed: 001-14643)] [added: 001-14643),] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex101.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm)] | | |

| [removed: 10.20] [added: 10.14] | | | [Amended and Restated Adoption Agreement related to STERIS Corporation Deferred Compensation Plan, dated December 16, 2008 (filed as Exhibit 10.2 to Form 10-Q filed for the fiscal quarter ended December 31, 2008 (Commission File No. 001-14643) and incorporated herein by reference).*](https://www.sec.gov/Archives/edgar/data/815065/000119312509021159/dex102.htm) | | |

| 10.21 | | | [removed: [Amendment No. 1] [added: [First Amendment dated as of March 19, 2021] to [removed: STERIS Corporation Deferred Compensation Plan Document (As] Amended and Restated [removed: Effective January 1, 2009),] [added: Note Purchase Agreement,] dated [removed: November 4, 2011] [added: as of March 5, 2019, among STERIS Corporation and each of the institutions signatory thereto] (filed as Exhibit [removed: 10.1] [added: 10.5] to Form [removed: 10-Q for the fiscal quarter ended December 31, 2011] [added: 8-K filed March 23, 2021] (Commission File No. [removed: 001-14643),] [added: 001-38848)] and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/815065/000081506512000004/ste12312011ex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000119312521090491/d164871dex105.htm)] | | |

| [removed: 10.22] [added: 10.16] | | | [STERIS plc [removed: Management Incentive Compensation Plan (As Assumed, Amended and Restated] [added: Senior Executive Severance Plan, As Adopted] Effective March 28, [removed: 2019)] [added: 2019] (filed as Exhibit [removed: 10.2] [added: 10.3] to STERIS plc [removed: Form] 8-K filed March 28, 2019 (Commission File No. 001-38848) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex102.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000119312519089164/d725181dex103.htm)] | | |

| [removed: 10.23] [added: 10.22] | | | [removed: [Amendment No. 1] [added: [First Amendment dated as of March 19, 2021] to [removed: STERIS plc Management Incentive Compensation Plan (As Assumed,] Amended and Restated [removed: Effective March 28, 2019),] [added: Note Purchase Agreement,] dated [added: as of] March [removed: 2, 2020] [added: 5, 2019, among STERIS Limited and each of the institutions signatory thereto] (filed as Exhibit [removed: 10.27] [added: 10.6] to [removed: the] Form [removed: 10-K] [added: 8-K] filed [removed: for fiscal year ended] March [removed: 31, 2020] [added: 23, 2021] (Commission File No. 001-38848) and incorporated herein by [removed: reference)*](https://www.sec.gov/Archives/edgar/data/1757898/000175789820000012/ste03312020ex1027.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000119312521090491/d164871dex106.htm)] | | |

| [removed: 10.28] [added: 2.2] | | | [removed: [Form of Indemnification] [added: [Equity Purchase] Agreement [added: by and] between STERIS [removed: Corporation] [added: Corporation, HuFriedy Group Holding LLC, Hu-Friedy Mfg. Co. LLC] and [removed: each] [added: Crosstex International, Inc., dated as] of [removed: its directors and certain executive officers] [added: April 10, 2024] (filed as Exhibit [removed: 10.3] [added: 2.1] to [added: STERIS plc] Form 10-Q for the fiscal quarter ended June 30, [removed: 2022] [added: 2024 filed August 8, 2024] (Commission File No. [removed: 001-14643)] [added: 001-38848)] and incorporated herein by [removed: reference). *](https://www.sec.gov/Archives/edgar/data/1757898/000175789822000019/ste06302022ex103.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000016/ex21dayton-equitypurchas.htm)] | | |