Steris (STE) 10-K risk factor changes: FY2026 vs FY2025

[removed: Ongoing geopolitical] [added: Geopolitical] instability has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising inflation, volatility in capital markets and foreign currency exchange rates, rising interest rates, reduced consumer and Customer demand, economic slowdowns and recessions and heightened cybersecurity risks.

The extent to which such geopolitical [removed: instability] [added: instability, including changes to trade policy,] adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, may depend on future developments that are highly uncertain and unpredictable.

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

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

[removed: For instance,] [added: Furthermore,] the U.S. and other countries have announced [added: and enacted] changes, and planned changes, to international trade policy, including increasing tariffs on imports, and potentially renegotiating or terminating existing trade agreements.

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, [added: including those exacerbated by competitors with different supply chain footprints,] 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 [removed: workforce,] [added: workforce as a result of geopolitical developments or changes to trade policy,] which could require significant capital expenditures and could result in asset impairments and other charges, including restructuring charges, any of which could be material.

We are also subject to limitations on trade with [added: sanctioned] persons [added: or persons] in sanctioned [removed: countries.][added: countries and exchange controls.]

While our employees and agents are required to comply with these [removed: laws, we cannot assure you that] [added: laws and regulations,] our internal policies and procedures [removed: will always] [added: may not] protect us from violations of these laws, [removed: despite our commitment to legal compliance and corporate ethics.][added: which violations could affect financial condition, results of operations, or cash flows.]

We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell [added: our] products or services.

Tax laws [removed: might] [added: may] change in ways that adversely affect our tax positions, effective tax rate and cash flow.

[removed: We] [added: These tax laws] are [added: extremely complex and] subject to [added: varying interpretations, and we are subject to] tax examinations in various jurisdictions that [removed: might] [added: may] assess additional tax liabilities against us.

Our tax reporting positions [removed: might] [added: may] be challenged by relevant tax authorities, we [removed: might] [added: may] incur significant expense in our efforts to defend those challenges, and we [removed: might] [added: may] be unsuccessful in [removed: those] [added: such] efforts.

Developments in examinations and challenges [removed: might] [added: may] materially change our provision for taxes in the affected periods and [removed: might] [added: may] differ materially from our historical tax accruals.

Any of these risks [removed: might] [added: may] have a materially adverse impact on our business operations, our cash [removed: flows and] [added: flows,] our financial position or results of [removed: operations.][added: operations and our effective tax rate.]

[removed: We cannot] [added: However, we are unable to fully] predict the overall impact that the [added: OBBBA and] additional guidance [removed: and recent changes] may have on our business.

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 [removed: modifications in reaction to the current provisions of the TCJA, potential future modifications or repeal of certain provisions of the TCJA, and other current economic conditions.][added: modifications.]

[removed: We] [added: Although we] do not expect to be subject to the CAMT regime for fiscal years through [removed: 2025.][added: 2026, we continue to monitor our status under the CAMT rules.]

[removed: 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 U.S.

Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws [removed: (a/k/a GloBE] [added: ("GloBE"] or [removed: Pillar Two)] [added: "Pillar Two")] in the EU member countries, in most cases beginning in fiscal year 2024.

[removed: The] [added: As a result, the] GloBE rules could subject us to additional income taxes in the jurisdictions that adopted GloBE if our effective corporate tax rate in those jurisdictions (determined under the GloBE rules) is below 15%.

These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions [removed: who] [added: that] adopt the GloBE rules.

[removed: Our effective] [added: We may be adversely impacted by changes in] tax [added: laws or challenges to our tax positions, and our 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.

[removed: There] [added: In addition, there] can be no assurance that we will be able to maintain any particular worldwide effective corporate tax rate.

We cannot give any assurance as to what our effective tax rate will be in the future because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which we and our affiliates [removed: operate.][added: operate and uncertainty of earnings across geographies.]

In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT [added: (both defined and discussed in more detail below)] may adversely impact our effective corporate tax rate.

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 [removed: around 1,950] [added: almost 2,000] bilateral tax treaties worldwide.

As a result, our income may be taxed in jurisdictions where it is not currently taxed and at higher rates than it is currently taxed, [added: all of] which may increase our effective tax rate.

[removed: Additionally, if] [added: Should the IRS assert that] we [removed: were] [added: should be] treated as a U.S. corporation for U.S. federal tax purposes, [added: we could be subject to substantial additional U.S. tax liability and] non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders.

For Irish tax purposes, we are expected, regardless of [removed: any application of Section 7874,] [added: our U.S. tax resident status,] to be treated as an Irish tax resident.

Consequently, if we are treated as a U.S. corporation for U.S. federal tax [removed: purposes under Section 7874,] [added: purposes,] we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations.

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

In addition, administrations in the U.S. and other countries [removed: have recently announced] [added: continue to announce] plans to implement or increase [removed: tariffs,] [added: tariffs] and [added: other trade barriers, and] it remains unclear what the ultimate outcome of these policy changes will be on our supply chains.

Other stakeholders, including [removed: governments and] [added: governments,] regulators, [added: and elected officials] have expressed concerns about [added: or opposition to] businesses' social [removed: commitments] [added: commitments,] and sustainability [removed: goals.][added: goals, and other ESG-focused policies, including concerns about or allegations of "greenwashing".]

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international laws and regulations or meet evolving and varied stakeholder [added: expectations and standards could result in reputational harm or 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 regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance [added: and other] requirements varying by [removed: jurisdiction.][added: jurisdiction, which subjects us to transition risks.]

[removed: Both the standard setting and regulatory landscapes are also extremely complex and present] significant compliance and communication challenges in light of these uncertain and varied approaches to greenhouse gas emissions disclosures and sustainability reporting.

If our greenhouse gas emissions-related data, processes or reporting are incomplete or inaccurate, [removed: or if] we fail to comply with relevant reporting frameworks [added: or efficiency standards] from existing or newly emerging regulations, [added: or] we [added: become subject to expanded carbon pricing mechanisms, we] may incur [added: enhanced costs,] 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.

Our operations are subject to regulations and permitting, which may be changed or amended by the relevant authorities, and which may limit or eliminate our current operations or increase the complexity, burden, or expense of compliance, and regulated materials or processes that we use in our operations [added: are, and] may [removed: become] [added: in] the [removed: focus of] [added: future become subject to] litigation.

[added: However, no assurance can be given that current] or [added: future legislative or] regulatory action, or current or future litigation to which we are or may become a party, will not significantly affect the costs of conducting our EO contract sterilization operations or impact the use of EO in our contract sterilization operations.

In addition, the United States-Mexico-Canada Agreement (“USMCA”) requires a formal six-year joint evaluation of the agreement.

The first such review is expected to commence on July 1, 2026, the sixth anniversary of the agreement's entry into

force.

The U.S. has solicited feedback from the trading community regarding the operation of the USMCA, and the joint review could result in changes, including, for example, the processes by which goods qualify for preferential treatment, the tariffs applicable to products or other restrictions on the movement of goods within the region under the USMCA.

Changes to the USMCA could adversely affect our manufacturing operations and those of our suppliers in Canada and Mexico and impact our ability to manufacture and market products or source materials at competitive prices, which could have a material adverse effect on our financial condition and results of operations.

We cannot predict the ultimate scope, duration, or impact of current or future tariff measures, changes to existing trade agreements, such as the USMCA, or the imposition of other trade restrictions.

For example, in 2025, the United States passed the One Big Beautiful Bill Act (the “OBBBA”) which may reduce Medicaid funding, result in decreased Medicaid reimbursements and negatively impact Customers who purchase our products and services.

Further, our effective tax rate may increase as a result of withholding taxes incurred in connection with cross-border cash movements to fund operations, investments, and shareholder returns.

These transfers may be subject to withholding taxes, and increases in such taxes or changes in applicable tax laws could place upward pressure on our effective tax rate.

The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025.

Some limited guidance has been issued clarifying the application of some of the provisions in this legislation, and more guidance is expected to be issued in the near future with respect to a number of income tax provisions in the OBBBA.

The law did not have a material impact on our fiscal 2026 consolidated financial statements, and we do not expect it to have a material impact on our effective tax rate in future years.

If in the future we become subject to CAMT, and if our regular income tax

In the most recent guidance, issued in January of 2026, OECD modified, among other things, certain rules relating to the one-year extension of the transitional country-by-country reporting safe harbor and the addition of both a permanent simplified effective tax rate safe harbor and a substance-based tax incentive safe harbor.

This guidance also introduced a so-called “side-by-side” safe harbor pursuant to which multinational groups with an ultimate parent entity (or a "UPE") located in a qualifying jurisdiction are effectively exempt from certain GloBE taxes.

At this time, only the United States is included on the list of qualifying jurisdictions allowing U.S.-parented multinational companies to avoid such GloBE taxes.

While we have substantial presence in the U.S., we do not anticipate to benefit from the side-by-side safe harbor at this time, because we are a multinational enterprise with a UPE organized in Ireland.

Further, our organization under the laws of Ireland could be challenged by the IRS.

We also continue to work with our suppliers to implement plans to improve our competitive position by reducing material costs and manufacturing inefficiencies and realize productivity gains and distribution and supply chain efficiencies.

Maintaining and improving our competitive position will require continued investment by us in manufacturing, engineering, quality standards, marketing, Customer service and support of our distribution networks.

In addition, we also face competition within our AST segment from our Customers who may insource their sterilization needs by utilizing their own technology and systems.

If we cannot successfully implement our strategies to compete, our revenues and results of operations may be negatively impacted, which could adversely affect our business, financial condition and results of operations or our long-term prospects.

For instance, the European Union has generally adopted more extensive sustainability reporting requirements and environmental regulations, while certain U.S. federal and state authorities have adopted or proposed measures that may restrict or penalize companies for adopting certain ESG-related practices, targets or investment criteria.

Both the standard setting and regulatory landscapes are also extremely complex and present

The introduction and evolution of climate- and sustainability-related laws, regulations and reporting requirements—many of which are not uniform across jurisdictions—can increase the complexity and cost of compliance and heighten our exposure to enforcement actions, litigation and reputational harm.

For example, the European Union adopted the CSRD in 2023, and in 2025 the European Commission proposed amendments to the CSRD aimed at simplifying sustainability reporting in Europe.

Such amendments entered into force in March 2026, with transposition into national law by EU member states required in 2027, while changes to the ESRS are expected to be finalized later in calendar year 2026.

While the EU has adopted extensive requirements through CSRD and ESRS, which continue to evolve, other jurisdictions, including, for example, the United Kingdom and California, have their own sustainability reporting frameworks.

Managing compliance across these inconsistent regimes is complex and costly, and may result in disclosures that emphasize different metrics, use different methodologies or reach different conclusions depending on the applicable frameworks.

We may also face challenges in presenting consistent and comparable sustainability information to global stakeholders.

Court of Cook County, Illinois.

A claims process regarding confidential settlement agreements is ongoing and subject to final court approval.

Furthermore, some claims would be subject to further litigation if certain terms of the applicable settlement agreements are not fulfilled and we exercise our walkaway rights.

Similarly, we continue to invest in smart manufacturing to drive structural cost reduction in our facilities, including aligning work to more efficient manufacturing centers, implementing advanced manufacturing capabilities such as digital initiatives, automation and robots, and closing facilities that are not required to meet future capacity and work needs.

Our success will depend on various factors, including our ability to either source or custom develop the necessary technology and components, and the digital transformation initiative’s cost-effectiveness, utility and competitive positioning.

If our digital transformation initiative fails to develop as we expect, or progresses more slowly than expected, such failure to realize efficiencies and cost reduction benefits could adversely impact our financial condition and results of operations.

We cannot guarantee that future

Likewise, governments and regulatory bodies worldwide are actively developing new laws, regulations and ethical guidelines governing AI use, including the European Union’s Artificial Intelligence Act.

Compliance with evolving and potentially inconsistent AI regulations across jurisdictions may be costly and complex.

Failure to comply could result in significant penalties, restrictions on our use of AI, or reputational harm.

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

The tax laws are extremely complex and subject to varying interpretations.

The U.S. Tax Cuts and Jobs Act (the “TCJA”) was signed into law on December 22, 2017.

Guidance continues to be issued clarifying the application of this legislation and changes have been proposed, and in many instances finalized, with respect to a number of income tax provisions (including foreign tax credit regulations) in the U.S. that could increase our total tax expense.

In addition, beginning January 1, 2022, the limitation on deductibility of interest expense, which generally limits a deduction for interest expense to 30% of taxable income (subject to certain adjustments), must be determined by reducing taxable income by depreciation and amortization deductions, which may limit our ability to deduct interest expense in the future.

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.

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

Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the Code (“Section 7874”).

For U.S. federal tax purposes, a company generally is considered to be a tax resident in the jurisdiction of its organization.

Because we are organized under the laws of Ireland, we would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules.

Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes.

The rules under Section 7874 are complex, but as a general matter, a foreign corporation is treated as a U.S. corporation if the foreign corporation acquires stock in or assets of a U.S. corporation (or a U.S. partnership) whereas, by reason of such acquisition, the former shareholders of the U.S. corporation (or the former partners of the U.S. partnership) own at least 80% (by vote or value) of the stock in the foreign corporation.

If we were to be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability.

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

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.

For example, on January 5, 2023, the CSRD became effective.

The CSRD expands the number of companies required to publicly report ESG-related information, defines the ESG-related information that companies are required to disclose in accordance with ESRS and imposes additional assurance obligations with respect to such disclosures.

While CSRD rules are prescriptive for the types of data to be reported, the methodology for quantifying and qualifying such data are still developing and uncertain and may impose increased costs on us related to complying with our reporting obligations and increase risks of non-compliance with ESRS and the CSRD.

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.

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

Labor market conditions are challenging, and the shortage of highly qualified people has led to increased competition.

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

There can be no assurance that any acquisition or disposition will ultimately prove to be a strategic success.

Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost synergies, manage the expanded business footprint and otherwise execute our strategies.

Our success will also depend on our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations, or to divest or realign businesses.

To the extent our

We have made large acquisitions of businesses.

Additional unanticipated costs may be incurred in the integration of any acquired business.

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

The success of our strategic business initiatives depend, in part, on our ability to realize the anticipated benefits and cost savings from such initiatives.

adverse effects that we do not currently foresee.

We sometimes use the following financial measures in the context of this report: [removed: backlog; debt-to-total capital;] [added: backlog] and [removed: days sales outstanding.][added: debt-to-total capital ratio.]

- Backlog – We define backlog as the amount of unfilled capital equipment purchase orders [added: (excluding freight)] at a point in time.

- Debt-to-total capital [added: ratio] – We define debt-to-total capital [added: ratio] as total debt divided by the sum of total debt and shareholders’ equity.

Previously, we had four reportable business segments; however, as a result of the [added: fiscal 2025] divestiture of our Dental segment, Dental is presented as discontinued operations.

[removed: Acquisitions] [added: Acquisitions, Divestitures,] and [removed: Divestitures.][added: Investments.]

[removed: In addition to the acquisition of assets from BD,] [added: During fiscal 2026,] we completed two tuck-in acquisitions [removed: during fiscal 2024,] which [removed: expanded] [added: continued to expand] our product and service offerings in the [removed: AST and] Healthcare [removed: segments.][added: segment.]

The business generated approximately $35.0 million in [removed: revenue] [added: revenues] during fiscal 2024.

For more information regarding our recent acquisitions and divestitures, see Note 3 to our consolidated financial statements titled, "Business [removed: Acquisitions] [added: Acquisitions, Divestitures,] and [removed: Divestitures."][added: Investments."]

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

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

Highlights. Revenues increased [removed: $320.8] [added: $476.4] million, or [removed: 6.2%,] [added: 8.7%,] to [removed: $5,459.5] [added: $5,935.9] million for the year ended March 31, [removed: 2025,] [added: 2026,] as compared to [removed: $5,138.7] [added: $5,459.5] million for the year ended March 31, [removed: 2024.][added: 2025.]

These increases reflect higher volume and [removed: pricing.][added: pricing, as well as favorable impacts from foreign currency movements.]

Our gross profit percentage increased to [removed: 44.0%] [added: 44.2%] for fiscal [removed: 2025] [added: 2026] as compared to [removed: 43.2%] [added: 44.0%] for fiscal [removed: 2024.][added: 2025.]

Favorable impacts from pricing, [removed: mix, productivity,] [added: operational improvements] and [removed: material costs] [added: lower restructuring costs, and productivity] were partially offset by unfavorable impacts from [removed: labor] [added: tariffs] and [removed: overhead costs.][added: inflation.]

Fiscal [removed: 2025] [added: 2026] income from operations increased [removed: 3.7%] [added: 27.1%] to [removed: $866.6] [added: $1,101.8] million over fiscal [removed: 2024] [added: 2025] income from operations of [removed: $836.1] [added: $866.6] million.

This increase was primarily due to increased [removed: volume and] pricing, [added: volume, and lower restructuring and litigation costs,] which [removed: was] [added: were] partially offset by [removed: legal costs and a settlement associated with our EO litigation, increased labor costs] [added: inflation] and [removed: higher restructuring expenses.][added: tariffs.]

Cash flows provided by operating activities were [removed: $1,148.1] [added: $1,341.4] million and free cash flow was [removed: $787.2] [added: $982.9] million in fiscal [removed: 2025] [added: 2026] compared to cash flows provided by operating activities of [removed: $973.3] [added: $1,148.1] million and free cash flow of [removed: $620.3] [added: $787.2] million in fiscal [removed: 2024] [added: 2025] (see subsection of MD&A titled, "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow).

The [removed: fiscal 2025] increase in cash flows from operations and free cash flow [removed: resulted from] [added: during] the [removed: increase in cash provided by working capital, primarily] [added: period was] driven [added: primarily] by [removed: higher collections on accounts receivable and improved inventory management] [added: improvements in net income, which more than offset the significantly lower contribution from working capital] when compared to the prior year.

Our debt-to-total capital ratio was [added: 21.3% at March 31, 2026 and] 23.6% at March 31, 2025.

We have paid quarterly dividends each year since 2005 and have increased the dividend each consecutive year, including an increase during fiscal [removed: 2025] [added: 2026] to [removed: $0.57] [added: $0.63] per share.

Outlook. In fiscal [removed: 2026] [added: 2027] and beyond, we expect to manage our costs, grow our business with internal product and service development, invest in greater [removed: capacity,] [added: capacity] and [added: efficiency, 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: 2025] [added: 2026] and [removed: 2024:][added: 2025:]

| Net cash provided by operating activities | | | | | | $ | [removed: 1,148,087] [added: 1,341.4] | | | | | $ | [removed: 973,274] [added: 1,148.1] | | | | | | | |

| Purchases of property, plant, equipment and [removed: intangibles, net] [added: intangibles] | | | | | | [removed: (370,091)] [added: (369.0)] | | | | | | [removed: (360,326)] [added: (370.1)] | | | | | | | | |

| Proceeds from the sale of property, plant, equipment and intangibles | | | | | | [removed: 9,195] [added: 10.5] | | | | | | [removed: 7,381] [added: 9.2] | | | | | | | | |

As a result of the [added: fiscal 2025] divestiture of our Dental segment, Dental is presented as discontinued operations.

The discussion of factors affecting our performance for the year ended March 31, [removed: 2024] [added: 2025] compared to the fiscal year ended March 31, [removed: 2023] [added: 2024] 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: 2024.][added: 2025.]

FISCAL [removed: 2025] [added: 2026] AS COMPARED TO FISCAL [removed: 2024][added: 2025]

Revenues. The following table compares our revenues, in total and by type and geography, for the year ended March 31, [removed: 2025] [added: 2026] to the year ended March 31, [removed: 2024:][added: 2025:]

| (dollars in [removed: thousands)] [added: millions)] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | Change | | | | | | Change | | |

(1) Allocation of [removed: revenue] [added: revenues] by geography is based on the location of delivery or distribution of products or location where services are performed.

Revenues increased [removed: $320.8] [added: $476.4] million, or [removed: 6.2%,] [added: 8.7%,] to [removed: $5,459.5] [added: $5,935.9] million for the year ended March 31, [removed: 2025,] [added: 2026,] as compared to [removed: $5,138.7] [added: $5,459.5] million for the year ended March 31, [removed: 2024.][added: 2025.]

These increases reflect higher volume, primarily [removed: in our Healthcare segment] due to organic growth and [removed: the added volume from the acquisition of assets from BD and organic growth in our AST segment, and] [added: increased] pricing across all [removed: segments.][added: three segments, as well as the favorable impacts of foreign currency movements.]

[removed: Service] [added: Capital equipment] revenues for fiscal [removed: 2025] [added: 2026] increased [removed: $213.2] [added: by $66.0] million, or [removed: 9.0%] [added: 5.6%,] over fiscal [removed: 2024,] [added: 2025,] reflecting growth in the Healthcare and [removed: AST] [added: Life Sciences] segments, [removed: which was] partially offset by a decline in the [removed: Life Sciences segment due to the divestiture of the CECS business.][added: AST segment.]

Consumable revenues for fiscal [removed: 2025] [added: 2026] increased [removed: $183.5] [added: $122.5] million, or [removed: 12.2%,] [added: 7.3%,] over fiscal [removed: 2024,] [added: 2025,] reflecting growth in the Healthcare and Life Sciences segments.

Ireland revenues for fiscal [removed: 2025] [added: 2026] were [removed: $107.3] [added: $108.5] million, representing an increase of [removed: $24.6] [added: $1.1] million, or [removed: 29.8%,] [added: 1.0%,] over fiscal [removed: 2024] [added: 2025] revenues of [removed: $82.7] [added: $107.3] million, reflecting growth in [added: service revenues, partially offset by a decline in] capital [removed: equipment, service, and consumable] [added: equipment] revenues.

United States revenues for fiscal [removed: 2025] [added: 2026] were [removed: $4,007.6] [added: $4,333.8] million, representing an increase of [removed: $256.2] [added: $326.2] million, or [removed: 6.8%,] [added: 8.1%,] over fiscal [removed: 2024] [added: 2025] revenues of [removed: $3,751.4] [added: $4,007.6] million, reflecting growth in [removed: service] [added: service, consumable,] and [removed: consumable revenues, partially offset by a decline in] capital equipment revenues.

Revenues from other foreign locations for fiscal [removed: 2025] [added: 2026] were [removed: $1,344.6] [added: $1,493.7] million, representing an increase of [removed: $40.0] [added: $149.1] million, or [removed: 3.1%] [added: 11.1%,] over the fiscal [removed: 2024] [added: 2025] revenues of [removed: $1,304.6] [added: $1,344.6] million.

Gross Profit. The following table compares our gross profit for the year ended March 31, [removed: 2025] [added: 2026] to the year ended March 31, [removed: 2024:][added: 2025:]

Total aggregate consideration was approximately $23.4 million, including fair value of contingent consideration.

We also purchased investments totaling $134.0 million, predominantly related to a noncontrolling equity investment in a non-U.S.-based healthcare product manufacturer.

No amounts have been recorded or are expected to be recorded with respect to this contingent consideration.

U.S. Tax Reform.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act ("OBBBA") which contains substantial changes to its tax policies.

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

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

The law did not have a material impact on our consolidated financial statements for fiscal 2026, and we do not expect it to have a material impact on our effective tax rate in the future.

| (in millions) | | | | | | 2026 | | | | | | 2025 | | | | | | | | |

| Free cash flow | | | | | | $ | 982.9 | | | | | $ | 787.2 | | | | | | | |

| Total revenues | | | | | | $ | 5,935.9 | | | | | $ | 5,459.5 | | | | | $ | 476.4 | | | | | 8.7 | | % |

| Service revenues | | | | | | 2,875.8 | | | | | | 2,587.9 | | | | | | 287.9 | | | | | | 11.1 | | % |

| Consumable revenues | | | | | | 1,808.4 | | | | | | 1,685.9 | | | | | | 122.5 | | | | | | 7.3 | | % |

| Capital equipment revenues | | | | | | 1,251.7 | | | | | | 1,185.7 | | | | | | 66.0 | | | | | | 5.6 | | % |

| Ireland revenues | | | | | | 108.5 | | | | | | 107.3 | | | | | | 1.1 | | | | | | 1.0 | | % |

| United States revenues | | | | | | 4,333.8 | | | | | | 4,007.6 | | | | | | 326.2 | | | | | | 8.1 | | % |

| Other foreign revenues | | | | | | 1,493.7 | | | | | | 1,344.6 | | | | | | 149.1 | | | | | | 11.1 | | % |

Service revenues for fiscal 2026 increased $287.9 million, or 11.1% over fiscal 2025, reflecting growth across all segments.

The increase reflects growth across all geographic regions.

| Product | | | | | | $ | 1,434.6 | | | | | $ | 1,357.3 | | | | | $ | 77.3 | | | | | 5.7 | | % |

| Service | | | | | | 1,191.9 | | | | | | 1,045.4 | | | | | | 146.5 | | | | | | 14.0 | | % |

| Total gross profit | | | | | | $ | 2,626.5 | | | | | $ | 2,402.8 | | | | | $ | 223.7 | | | | | 9.3 | | % |

Our gross profit percentage increased to 44.2% for fiscal 2026 as compared to 44.0% for fiscal 2025.

| (in millions) | | | | | | 2026 | | | | | | 2025 | | | | | | | | | | | | | | |

| Selling, general, and administrative | | | | | | $ | 1,407.7 | | | | | $ | 1,334.3 | | | | | $ | 73.4 | | | | | 5.5 | | % |

| Research and development | | | | | | 112.9 | | | | | | 107.6 | | | | | | 5.3 | | | | | | 4.9 | | % |

| Restructuring expenses | | | | | | 4.1 | | | | | | 46.0 | | | | | | (42.0) | | | | | | (91.1) | | % |

| Total operating expenses | | | | | | $ | 1,524.7 | | | | | $ | 1,536.1 | | | | | $ | (11.4) | | | | | (0.7) | | % |

SG&A increased 5.5% in fiscal 2026 over fiscal 2025.

Our research and development initiatives continue to emphasize improving innovation governance processes and leveraging technology to accelerate development initiatives to launch critical capital and consumable products.

On October 29, 2025, the Company entered into binding confidential settlement agreements ("Settlement Agreements") with plaintiffs' counsel, containing terms and provisions consistent with the Term Sheets.

As of March 31, 2026, the execution of our Restructuring Plan is substantially complete.

| (in millions) | | | | | | | | | | | | | | | | | | 2026 | | | | | | 2025 | | |

| Product rationalization (1) | | | | | | | | | | | | | | | | | | (0.7) | | | | | | 16.2 | | |

| Payments | | | | | | (23.7) | | |

| Fiscal 2026 Charges | | | | | | 4.1 | | |

| Payments | | | | | | (15.4) | | |

| Balance at March 31, 2026 | | | | | | $ | 7.1 | |

| (in millions) | | | | | | 2026 | | | | | | 2025 | | | | | | Change | | |

| Interest expense | | | | | | $ | 60.7 | | | | | $ | 86.3 | | | | | $ | (25.6) | |

- Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable.

It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days.

We use this figure to help gauge the quality of accounts receivable and expected time to collect.

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

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

The purchase price of the assets acquired from BD was $539.8 million.

The acquisition also qualified for a tax benefit related to tax deductible goodwill, with a present value of approximately $60.0 million.

The purchase price of the acquisition was financed with borrowings from our existing credit facility.

Total aggregate consideration was approximately $6.5 million, net of cash acquired.

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.

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

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

| Free cash flow | | | | | | $ | 787,191 | | | | | $ | 620,329 | | | | | | | |

| 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 | | % |

Capital equipment revenues for fiscal 2025 decreased by $75.9 million, or 6.0%, as compared to fiscal 2024, reflecting declines in the Healthcare and Life Sciences segments, partially offset by growth in the AST segment.

The increase reflects growth within the Europe, Middle East, and Africa, Asia Pacific, and Latin American regions, which was partially offset by declines in Canada.

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

| 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 | | % |

| Selling, general, and administrative | | | | | | $ | 1,334,276 | | | | | $ | 1,252,318 | | | | | $ | 81,958 | | | | | 6.5 | | % |

| Research and development | | | | | | 107,648 | | | | | | 103,679 | | | | | | 3,969 | | | | | | 3.8 | | % |

| 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.

Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.

We estimate improvements in income from operations of approximately $25.0 million per year, with the majority of the benefit beginning in fiscal 2026 due to timing of actions.

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

| Product rationalization (1) | | | | | | | | | | | | | | | | | | 16,232 | | | | | | 18,320 | | |

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

| | | | | | | | | |

| Payments | | | | | | (23,695) | | |

| Interest expense | | | | | | $ | 86,261 | | | | | $ | 144,351 | | | | | $ | (58,090) | |

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

As of March 31, [removed: 2025,] [added: 2026,] we had [removed: $2,024.2] [added: $1,907.8] million in fixed rate senior notes outstanding.

As of March 31, [removed: 2025,] [added: 2026,] we had [removed: $34.8] [added: $37.8] million in outstanding borrowings under our [added: Revolving] Credit Agreement which are exposed to changes in interest rates.

Based upon our debt structure at March 31, [removed: 2025,] [added: 2026,] a hypothetical 100 basis point increase in floating interest rates would increase annual interest expense by approximately [removed: $0.3] [added: $0.4] million.

Since we operate internationally and approximately [removed: 30%] [added: 27%] of our revenues and [removed: 20%] [added: 26%] of our Cost of revenues are generated outside the United States, foreign currency exchange rate fluctuations can significantly impact our financial position, results of operations, and competitive position.

At March 31, [removed: 2025,] [added: 2026,] we held foreign [added: net] currency forward contracts to buy [removed: 44.0 million British pounds sterling and 15.0] [added: 210.0] million [removed: euros,] [added: Mexican pesos,] and to sell [removed: 13.0] [added: 4.0] million Australian [added: dollars and 7.0 million New Zealand] dollars.

At March 31, [removed: 2025,] [added: 2026,] we held commodity swap contracts to buy [removed: 592.4 thousand] [added: 0.6 million] pounds of nickel.

We may also hold foreign currency forward contracts to hedge a portion of our expected non-U.S. dollar denominated earnings against our reporting currency, the U.S. dollar.

Previously, we had four reportable business segments; however, as a result of the [added: fiscal 2025] divestiture of our Dental segment, Dental is presented as discontinued operations.

For the year ended March 31, [removed: 2025,] [added: 2026,] no Customer represented more than 10% of the Healthcare segment's total revenues.

For the year ended March 31, [removed: 2025,] [added: 2026,] no Customer represented more than 10% of the segment’s revenues.

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

For the year ended March 31, [removed: 2025,] [added: 2026,] no Customer represented more than 10% of the Life Sciences segment’s total revenues.

As of March 31, [removed: 2025,] [added: 2026,] we held [removed: 607] [added: 606] United States patents and [removed: 2,315] [added: 2,402] patents in other jurisdictions and had [removed: 90] [added: 94] United States patent applications and [removed: 289] [added: 235] patent applications pending in other jurisdictions.

As of March 31, [removed: 2025,] [added: 2026,] we had a total of approximately [removed: 2,145] [added: 2,079] trademark registrations worldwide.

Each of our production facilities [removed: are] [added: is] dedicated to particular processes and products.

We have implemented [removed: quality assurance procedures] [added: a harmonized, global Quality Management System] to support the quality and integrity of scientific information and production processes.

We apply Lean principles across manufacturing, service operations, back office, and support functions through our [removed: Minimum Standard of Lean (MSoL)] [added: Improvement] framework.

[removed: MSoL] [added: Our Improvement framework] establishes a consistent foundation for problem solving, standard work, and performance management while enabling local [removed: ownership] [added: ownership, creativity,] and innovation.

[removed: It assesses] [added: We assess system] maturity [added: and opportunity for improvement] across core dimensions—including [removed: continuous improvement] [added: culture,] training and development, routine management and strategic alignment, 5S, value stream mapping, kaizen management, [removed: lean tools and systems, and] integration with new product development [removed: (NPD).][added: ("NPD"), and key performance indicators.]

Our efforts are designed to deliver better outcomes for Customers, Shareholders, and [removed: employees.][added: Associates.]

In manufacturing and service operations, we apply flow and cellular production concepts and cross-train [removed: employees] [added: Associates] to increase flexibility and throughput.

We extend these principles to back office and support functions where [removed: Lean] [added: Improvement] tools streamline workflows, reduce waste, and improve service delivery.

Through kaizen events, tiered daily management, and [removed: employee-led] [added: natural work team] initiatives, we foster a culture where [removed: employees] [added: Associates] are empowered to drive change.

This mindset is supported at all levels of the [removed: organization,] [added: Company,] reinforcing alignment, engagement, and [added: sustainable] long-term performance.

In the United States, the Food and Drug Administration (“FDA”), the Environmental Protection Agency (“EPA”), the Occupational Safety and Health Administration ("OSHA"), the Nuclear Regulatory [removed: Commission,] [added: Commission ("NRC"),] and other governmental authorities regulate the development, manufacture, sale, and distribution of our products and services.

Our international operations [removed: also] are subject to a [removed: significant amount] [added: broad range] of government [removed: regulation,] [added: regulations across multiple jurisdictions,] including country-specific rules and regulations and U.S. regulations applicable to our international operations.

Compliance with applicable regulations [removed: is a] [added: involves] significant [removed: expense for us.][added: ongoing expense.]

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

At March 31, [removed: 2024,] [added: 2026,] we had [added: a] backlog [removed: orders] of [removed: $425.2] [added: $490.7] million.

[added: Of this amount, $392.1 million] and [removed: $71.4] [added: $98.7] million related to our Healthcare and Life Sciences segments, respectively.

[added: Managing Risk, Compliance and Ethics.] We have an Enterprise Risk Management process ("ERM") to manage risk, which is led by our Chief Compliance [added: and Quality] Officer.

The objective of ERM is to identify key risks, the potential impacts of [added: control failures with] compliance [removed: failure,] [added: implications,] identify key mitigating activities, develop potential improvements for managing the risks, and to ensure execution of oversight activities on a monthly, annual or as needed basis.

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

The Corporate Responsibility function, with support from our CEO, General Counsel and other senior executives, works to actively develop and refine our [removed: ESG] [added: Environmental, Social and Governance ("ESG")] strategies, programs, and policies.

The Global Sustainability Steering Committee is a cross-functional team of senior leadership, subcommittee chairs, and subject matter experts spanning our businesses and Legal, Investor Relations, [removed: Human Resources,] Continuous Improvement, Compliance, Facilities, and Health, Safety and Environment functions.

In [removed: 2025,] [added: fiscal 2026,] STERIS incurred no monetary losses as a result of legal proceedings associated with bribery or corruption.

We communicate our bribery and corruption policies and expectations to our officers, Directors, employees, [removed: dealers, distributors] and [removed: agents.][added: sales and marketing intermediaries.]

[removed: Managing Compliance and Ethics.] We require all employees to be lawful and ethically responsible in all business practices.

AdvaMed has over [removed: 500] [added: 600] 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.

MDMA's goal is to provide patients and clinicians with timely access to safe and effective medical technologies that improve [removed: the quality of life.]

It is a diverse community of more than [removed: 11,000 healthcare technology] [added: 15,000] professionals united by one important mission-supporting the healthcare community in the development, management, and use of safe and effective healthcare technology.

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

In fiscal [removed: 2025,] [added: 2026,] STERIS incurred no monetary losses as a result of legal proceedings associated with false marketing claims.

As part of this project, we continue to evaluate our ability to report in accordance with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework [removed: and] in [removed: light of] [added: response to] evolving regulatory disclosure requirements.

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

Employees by Segment. During the course of fiscal [removed: 2025,] [added: 2026,] we averaged approximately 18,000 employees throughout the world of which less than [removed: 11%] [added: 12%] are represented by work councils or labor unions.

| | | | Fiscal [removed: 2025] [added: 2026] | | | | | | Fiscal [removed: 2024] [added: 2025] | | |

Our AST segment also provides service support to our global installed base of integrated sterilization equipment and control systems, including installation, preventive maintenance, updates, repairs, and troubleshooting.

In connection with an inspection, the FDA may initiate enforcement actions, e.g., warning letters, consent decrees, sanctions, injunctions, etc., beyond inspectional findings.

In fiscal 2026, STERIS was not the subject of any FDA or Regulatory Authority enforcement actions.

Backlog increased in fiscal 2026 due to the timing of shipments and the benefit of acquisitions.

the quality of life.

STERIS has committed to set near-term company-wide emission reductions.

Our status can be viewed on the Science Based Targets Initiative ("SBTi") website.

At STERIS, our commitment to sustainability is integrated with our Responsible Product Design.

We create solutions that prioritize human health while reducing waste and climate impact through purposeful innovation.

For example, V-PRO Sterilizers and VAPROX HC Sterilant are designed with sustainability at the core, helping hospitals meet their environmental goals without compromising performance or patient safety.

Moreover, this year's survey allows us to measure progress by comparing results against the baseline established in the initial pulse survey in fiscal 2025.

| (in millions) | | | Fiscal 2026 | | | | | | Fiscal 2025 | | |

| Wages and salaries | | | $ | 1,342.3 | | | | | $ | 1,273.4 | |

| Social security costs | | | 113.3 | | | | | | 111.0 | | |

| Total employee costs | | | $ | 1,988.3 | | | | | $ | 1,850.5 | |

| Lindsey M. McGowan | | | | | | 46 | | | | | | Chief Compliance and Quality Officer | | |

She joined STERIS in September 2004.

He joined STERIS in September 1997.

He joined STERIS in May 1988.

She joined STERIS in September 1995.

He joined STERIS in April 2003.

Lindsey M.

McGowan serves as Chief Compliance and Quality Officer.

From September 2023 to December 2025, she served as Vice President, Quality.

From September 2019 to September 2023, she served as Vice President, AST Quality Operations.

She joined STERIS in May 2006.

He joined STERIS in August 2003.

He joined STERIS in November 1997.

INTRODUCTION

WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare and life science products and services around the globe.

In addition, we manufacture and supply integrated sterilization equipment and control systems to medical device manufacturers and research institutions.

The principal raw materials and supplies used in our operations include stainless and carbon steel, organic and inorganic chemicals, fuel, and plastic components.

Inflation. Historically, our business has not been significantly impacted by the overall effects of inflation.

However, during fiscal 2023 and 2024, we experienced a rise in supply chain and labor costs, which moderated in fiscal 2025.

Changes to trade policy, including tariff measures introduced in early calendar year 2025, may drive new inflation risks in our supply chain for materials as well as the costs of other goods and services important to our operations.

The U.S. measures and the response from other countries continue to evolve, creating uncertainty in trade and economic dynamics.

We monitor the prices we charge for our products and services on an ongoing basis and plan to adjust those prices to take into account future changes in the rate of inflation.

Of this amount, $353.8 million

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

Inspired by our Customers’ efforts to create a healthier and safer world, and guided by our legacy of leadership and innovation, we strive to be a Great Company.

To STERIS, this means we will make a difference by providing world-class products and services for our Customers, safe and rewarding work for our People, and superior returns for our Shareholders.

Risks and Prevention.

With respect to financial

That can include anything from reformulating chemistries to eliminating metals-based ingredients or reducing the effluence produced as a result of the use of our products, to creating ultra-concentrate chemistries such as Prolystica® Ultra Concentrate Cleaning Chemistries, which offer 10 times the uses per container.

That means 5 and 10-liter containers of concentrate replace 114-liter drums, creating benefits from safer lifting, elimination of packaging waste, and less frequent deliveries with smaller trucks.

We also work to utilize containers that can be recycled and build products with materials that can be recycled at the end of their life.

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

We completed TCFD aligned climate scenario analysis in fiscal 2025.

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

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

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

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

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

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

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

QUALITY

In connection with an inspection, the FDA may initiate warning letters and/or consent decrees, which list conditions or practices that may indicate a violation of the FDA’s requirements.

In fiscal 2025, STERIS did not receive any warning letters, seizures, or consent decrees.

needed.

Michael J.

Tokich serves as Senior Vice President and Chief Financial Officer.

From February 2014 to July 2017, he served as Senior Vice President, Chief Financial Officer and Treasurer.

For the fiscal year ended March 31, [removed: 2025][added: 2026]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports);] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of September 30, [removed: 2024] [added: 2025] was [removed: $23,874.0] [added: $24,222.3] million.

The number of Ordinary Shares outstanding as of May 27, [removed: 2025: 98,372,310][added: 2026: 97,602,485]

Portions of the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting – Part III

| Item 1 | | | | | | [removed: [Business](#i314e557a64e54571aa67788fe141567b_13)] [added: [Business](#i69eb2379839846d3ab4c1c1daf41db71_13)] | | | [removed: [3](#i314e557a64e54571aa67788fe141567b_13)] [added: [3](#i69eb2379839846d3ab4c1c1daf41db71_13)] | | |

| | | | | | | [Information Related to Business [removed: Segments](#i314e557a64e54571aa67788fe141567b_19)] [added: Segments](#i69eb2379839846d3ab4c1c1daf41db71_19)] | | | [removed: [3](#i314e557a64e54571aa67788fe141567b_19)] [added: [3](#i69eb2379839846d3ab4c1c1daf41db71_19)] | | |

| | | | | | | [Information with Respect to Our Business in [removed: General](#i314e557a64e54571aa67788fe141567b_22)] [added: General](#i69eb2379839846d3ab4c1c1daf41db71_22)] | | | [removed: [4](#i314e557a64e54571aa67788fe141567b_22)] [added: [4](#i69eb2379839846d3ab4c1c1daf41db71_22)] | | |

| Item 1A | | | | | | [Risk [removed: Factors](#i314e557a64e54571aa67788fe141567b_25)] [added: Factors](#i69eb2379839846d3ab4c1c1daf41db71_25)] | | | [removed: [13](#i314e557a64e54571aa67788fe141567b_25)] [added: [13](#i69eb2379839846d3ab4c1c1daf41db71_25)] | | |

| Item 1B | | | | | | [Unresolved Staff [removed: Comments](#i314e557a64e54571aa67788fe141567b_28)] [added: Comments](#i69eb2379839846d3ab4c1c1daf41db71_28)] | | | [removed: [24](#i314e557a64e54571aa67788fe141567b_28)] [added: [25](#i69eb2379839846d3ab4c1c1daf41db71_28)] | | |

| Item 1C | | | | | | [removed: [Cybersecurity](#i314e557a64e54571aa67788fe141567b_31)] [added: [Cybersecurity](#i69eb2379839846d3ab4c1c1daf41db71_31)] | | | [removed: [24](#i314e557a64e54571aa67788fe141567b_31)] [added: [25](#i69eb2379839846d3ab4c1c1daf41db71_31)] | | |

| Item 2 | | | | | | [removed: [Properties](#i314e557a64e54571aa67788fe141567b_34)] [added: [Properties](#i69eb2379839846d3ab4c1c1daf41db71_34)] | | | [removed: [25](#i314e557a64e54571aa67788fe141567b_34)] [added: [26](#i69eb2379839846d3ab4c1c1daf41db71_34)] | | |

| Item 3 | | | | | | [Legal [removed: Proceedings](#i314e557a64e54571aa67788fe141567b_37)] [added: Proceedings](#i69eb2379839846d3ab4c1c1daf41db71_37)] | | | [removed: [26](#i314e557a64e54571aa67788fe141567b_37)] [added: [27](#i69eb2379839846d3ab4c1c1daf41db71_37)] | | |

| Item 4 | | | | | | [Mine Safety [removed: Disclosures](#i314e557a64e54571aa67788fe141567b_40)] [added: Disclosures](#i69eb2379839846d3ab4c1c1daf41db71_40)] | | | [removed: [26](#i314e557a64e54571aa67788fe141567b_40)] [added: [27](#i69eb2379839846d3ab4c1c1daf41db71_40)] | | |

| Item 5 | | | | | | [Market for Registrant's Ordinary Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i314e557a64e54571aa67788fe141567b_46)] [added: Securities](#i69eb2379839846d3ab4c1c1daf41db71_46)] | | | [removed: [27](#i314e557a64e54571aa67788fe141567b_46)] [added: [28](#i69eb2379839846d3ab4c1c1daf41db71_46)] | | |

| Item 6 | | | | | | [removed: [Reserved](#i314e557a64e54571aa67788fe141567b_49)] [added: [Reserved](#i69eb2379839846d3ab4c1c1daf41db71_49)] | | | [removed: [28](#i314e557a64e54571aa67788fe141567b_49)] [added: [29](#i69eb2379839846d3ab4c1c1daf41db71_49)] | | |

| Item 7 | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i314e557a64e54571aa67788fe141567b_52)] [added: Operation](#i69eb2379839846d3ab4c1c1daf41db71_52)] | | | [removed: [29](#i314e557a64e54571aa67788fe141567b_52)] [added: [30](#i69eb2379839846d3ab4c1c1daf41db71_52)] | | |

| | | | | | | [Financial [removed: Measures](#i314e557a64e54571aa67788fe141567b_58)] [added: Measures](#i69eb2379839846d3ab4c1c1daf41db71_58)] | | | [removed: [29](#i314e557a64e54571aa67788fe141567b_58)] [added: [30](#i69eb2379839846d3ab4c1c1daf41db71_58)] | | |

| | | | | | | [removed: [Revenues-Defined](#i314e557a64e54571aa67788fe141567b_61)] [added: [Revenues-Defined](#i69eb2379839846d3ab4c1c1daf41db71_61)] | | | [removed: [30](#i314e557a64e54571aa67788fe141567b_61)] [added: [31](#i69eb2379839846d3ab4c1c1daf41db71_61)] | | |

| | | | | | | [General Overview and Executive [removed: Summary](#i314e557a64e54571aa67788fe141567b_64)] [added: Summary](#i69eb2379839846d3ab4c1c1daf41db71_64)] | | | [removed: [30](#i314e557a64e54571aa67788fe141567b_64)] [added: [31](#i69eb2379839846d3ab4c1c1daf41db71_64)] | | |

| | | | | | | [Non-GAAP Financial [removed: Measures](#i314e557a64e54571aa67788fe141567b_67)] [added: Measures](#i69eb2379839846d3ab4c1c1daf41db71_67)] | | | [removed: [32](#i314e557a64e54571aa67788fe141567b_67)] [added: [33](#i69eb2379839846d3ab4c1c1daf41db71_67)] | | |

| | | | | | | [Results of [removed: Operations](#i314e557a64e54571aa67788fe141567b_70)] [added: Operations](#i69eb2379839846d3ab4c1c1daf41db71_70)] | | | [removed: [32](#i314e557a64e54571aa67788fe141567b_70)] [added: [33](#i69eb2379839846d3ab4c1c1daf41db71_70)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#i314e557a64e54571aa67788fe141567b_73)] [added: Resources](#i69eb2379839846d3ab4c1c1daf41db71_73)] | | | [removed: [37](#i314e557a64e54571aa67788fe141567b_73)] [added: [39](#i69eb2379839846d3ab4c1c1daf41db71_73)] | | |

| | | | | | | [Capital [removed: Expenditures](#i314e557a64e54571aa67788fe141567b_76)] [added: Expenditures](#i69eb2379839846d3ab4c1c1daf41db71_76)] | | | [removed: [41](#i314e557a64e54571aa67788fe141567b_76)] [added: [42](#i69eb2379839846d3ab4c1c1daf41db71_76)] | | |

| | | | | | | [Material Future Cash Obligations and Commercial [removed: Commitments](#i314e557a64e54571aa67788fe141567b_79)] [added: Commitments](#i69eb2379839846d3ab4c1c1daf41db71_79)] | | | [removed: [41](#i314e557a64e54571aa67788fe141567b_79)] [added: [42](#i69eb2379839846d3ab4c1c1daf41db71_79)] | | |

| | | | | | | [Supplemental Guarantor Financial [removed: Information](#i314e557a64e54571aa67788fe141567b_82)] [added: Information](#i69eb2379839846d3ab4c1c1daf41db71_82)] | | | [removed: [42](#i314e557a64e54571aa67788fe141567b_82)] [added: [43](#i69eb2379839846d3ab4c1c1daf41db71_82)] | | |

| | | | | | | [Critical Accounting Estimates and [removed: Assumptions](#i314e557a64e54571aa67788fe141567b_85)] [added: Assumptions](#i69eb2379839846d3ab4c1c1daf41db71_85)] | | | [removed: [43](#i314e557a64e54571aa67788fe141567b_85)] [added: [45](#i69eb2379839846d3ab4c1c1daf41db71_85)] | | |

| | | | | | | [Forward-Looking [removed: Statements](#i314e557a64e54571aa67788fe141567b_88)] [added: Statements](#i69eb2379839846d3ab4c1c1daf41db71_88)] | | | [removed: [48](#i314e557a64e54571aa67788fe141567b_88)] [added: [49](#i69eb2379839846d3ab4c1c1daf41db71_88)] | | |

| Item 7A | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i314e557a64e54571aa67788fe141567b_91)] [added: Risk](#i69eb2379839846d3ab4c1c1daf41db71_91)] | | | [removed: [49](#i314e557a64e54571aa67788fe141567b_91)] [added: [50](#i69eb2379839846d3ab4c1c1daf41db71_91)] | | |

| | | | | | | [Interest Rate [removed: Risk](#i314e557a64e54571aa67788fe141567b_94)] [added: Risk](#i69eb2379839846d3ab4c1c1daf41db71_94)] | | | [removed: [49](#i314e557a64e54571aa67788fe141567b_94)] [added: [50](#i69eb2379839846d3ab4c1c1daf41db71_94)] | | |

| | | | | | | [Foreign Currency [removed: Risk](#i314e557a64e54571aa67788fe141567b_97)] [added: Risk](#i69eb2379839846d3ab4c1c1daf41db71_97)] | | | [removed: [49](#i314e557a64e54571aa67788fe141567b_97)] [added: [50](#i69eb2379839846d3ab4c1c1daf41db71_97)] | | |

| | | | | | | [Commodity [removed: Risk](#i314e557a64e54571aa67788fe141567b_100)] [added: Risk](#i69eb2379839846d3ab4c1c1daf41db71_100)] | | | [removed: [49](#i314e557a64e54571aa67788fe141567b_100)] [added: [50](#i69eb2379839846d3ab4c1c1daf41db71_100)] | | |

| Item 8 | | | | | | [Financial Statements and Supplementary [removed: Data](#i314e557a64e54571aa67788fe141567b_103)] [added: Data](#i69eb2379839846d3ab4c1c1daf41db71_103)] | | | [removed: [50](#i314e557a64e54571aa67788fe141567b_103)] [added: [51](#i69eb2379839846d3ab4c1c1daf41db71_103)] | | |

| Item 9 | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i314e557a64e54571aa67788fe141567b_211)] [added: Disclosure](#i69eb2379839846d3ab4c1c1daf41db71_214)] | | | [removed: [98](#i314e557a64e54571aa67788fe141567b_211)] [added: [102](#i69eb2379839846d3ab4c1c1daf41db71_214)] | | |

| Item 9A | | | | | | [Controls and [removed: Procedures](#i314e557a64e54571aa67788fe141567b_214)] [added: Procedures](#i69eb2379839846d3ab4c1c1daf41db71_217)] | | | [removed: [98](#i314e557a64e54571aa67788fe141567b_214)] [added: [102](#i69eb2379839846d3ab4c1c1daf41db71_217)] | | |

| Item 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i314e557a64e54571aa67788fe141567b_220)] [added: Inspections](#i69eb2379839846d3ab4c1c1daf41db71_223)] | | | [removed: [100](#i314e557a64e54571aa67788fe141567b_220)] [added: [104](#i69eb2379839846d3ab4c1c1daf41db71_223)] | | |

| Item 10 | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i314e557a64e54571aa67788fe141567b_226)] [added: Governance](#i69eb2379839846d3ab4c1c1daf41db71_229)] | | | [removed: [101](#i314e557a64e54571aa67788fe141567b_226)] [added: [105](#i69eb2379839846d3ab4c1c1daf41db71_229)] | | |

| Item 12 | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i314e557a64e54571aa67788fe141567b_232)] [added: Matters](#i69eb2379839846d3ab4c1c1daf41db71_235)] | | | [removed: [101](#i314e557a64e54571aa67788fe141567b_232)] [added: [105](#i69eb2379839846d3ab4c1c1daf41db71_235)] | | |

| Item 13 | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i314e557a64e54571aa67788fe141567b_235)] [added: Independence](#i69eb2379839846d3ab4c1c1daf41db71_238)] | | | [removed: [101](#i314e557a64e54571aa67788fe141567b_235)] [added: [105](#i69eb2379839846d3ab4c1c1daf41db71_238)] | | |

| Item 14 | | | | | | [Principal Accountant Fees and [removed: Services](#i314e557a64e54571aa67788fe141567b_238)] [added: Services](#i69eb2379839846d3ab4c1c1daf41db71_241)] | | | [removed: [101](#i314e557a64e54571aa67788fe141567b_238)] [added: [105](#i69eb2379839846d3ab4c1c1daf41db71_241)] | | |

| | | | | | | [Introduction](#i69eb2379839846d3ab4c1c1daf41db71_16) | | | [3](#i69eb2379839846d3ab4c1c1daf41db71_16) | | |

| | | | | | | [Introduction](#i69eb2379839846d3ab4c1c1daf41db71_55) | | | [30](#i69eb2379839846d3ab4c1c1daf41db71_55) | | |

| Item 9B | | | | | | [Other Information](#i69eb2379839846d3ab4c1c1daf41db71_220) | | | [104](#i69eb2379839846d3ab4c1c1daf41db71_220) | | |

| Item 11 | | | | | | [Executive Compensation](#i69eb2379839846d3ab4c1c1daf41db71_232) | | | [105](#i69eb2379839846d3ab4c1c1daf41db71_232) | | |

| Item 16 | | | | | | [Form 10-K Summary](#i69eb2379839846d3ab4c1c1daf41db71_250) | | | [109](#i69eb2379839846d3ab4c1c1daf41db71_250) | | |

| | | | | | | [Signatures](#i69eb2379839846d3ab4c1c1daf41db71_253) | | | [110](#i69eb2379839846d3ab4c1c1daf41db71_253) | | |

| | | | | | | [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) | | |

STERIS has an Executive Cybersecurity Steering Committee consisting of the Senior Vice President & Chief Financial Officer, the Vice President, [removed: Chief Accounting Officer,] [added: Corporate Controller,] the Vice President, Investor Relations & Corporate Communications, the Vice President & Chief Information Officer (“CIO”), the Vice President, Chief Compliance [added: and Quality] Officer, the Senior Vice President, General Counsel & Company Secretary, and the Vice President, Chief Information Security Officer (“CISO”) that is responsible for providing governance, risk and compliance oversight for STERIS’s incident response program, providing guidance and support for cybersecurity non-technical initiatives, and for verifying that appropriate actions are taken following an incident occurrence.

In fiscal year [removed: 2025,] [added: 2026,] STERIS did not experience any [added: known] 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.

The following discussion sets forth materially important properties of the Company and its subsidiaries as of March 31, [removed: 2025.][added: 2026.]

Holders. As of March 31, [removed: 2025,] [added: 2026,] there were approximately [removed: 373] [added: 360] 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 [added: (the “Outgoing Repurchase Program”)] for the purchase of up to $500.0 million (exclusive of fees, commissions, and other charges), [removed: which has] [added: with] no specified expiration date.

As of March 31, [removed: 2025,] [added: 2026,] there was [removed: $300.0] [added: $75.0] million (exclusive of fees, commissions, and other charges) of remaining availability under the [removed: Board authorized share repurchase program.][added: Outgoing Repurchase Program.]

Under the [removed: authorization,] [added: Outgoing Repurchase Program,] the Company [removed: may] [added: could] repurchase its shares from time to time through open market purchases, including 10b5-1 plans.

During fiscal [removed: 2025,] [added: 2026,] we repurchased [removed: 907,158] [added: 0.9 million] of our ordinary shares for the aggregate amount of [removed: $200.0] [added: $225.0] million (exclusive of fees, commissions, and other charges) pursuant to authorizations under the [removed: share repurchase program.][added: Outgoing Repurchase Program.]

This does not include [removed: 35] [added: 27] shares purchased during the year at an average price of [removed: $224.23] [added: $247.66] 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: 2025,] [added: 2026,] we obtained [removed: 94,577] [added: 0.1 million] of our ordinary shares in the aggregate amount of [removed: $11.3] [added: $12.5] 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 [removed: share repurchase program] [added: Outgoing Repurchase Program] during the fourth quarter of fiscal year [removed: 2025:][added: 2026:]

| | | | | | | Total Number of Shares Purchased [added: (in millions)] | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans [added: (in millions)] | | | | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans at Period End [removed: (dollars in thousands)] [added: (in millions)] | | |

It also permitted share repurchases to be activated, suspended or discontinued at any time.

On May 5, 2026, the Board of Directors terminated the Outgoing Repurchase Program and authorized a new share repurchase program (the “New Repurchase Program”) for the purchase of up to $1,000.0 million (exclusive of fees, commissions, and other charges).

Under the New Repurchase Program, we may repurchase our shares from time to time through open market purchases, including 10b5-1 plans.

There is no limitation on the number of shares that can be repurchased in a year and there is no expiration date for the New Repurchase Program.

| January 1-31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 150.0 | |

| February 1-28 | | | | | | 0.2 | | | | | | $ | 249.96 | | | | | 0.2 | | | | | | 105.0 | | |

| March 1-31 | | | | | | 0.1 | | | | | | $ | 239.27 | | | | | 0.1 | | | | | | 75.0 | | |

| Total | | | | | | 0.3 | | | | | | $ | 245.57 | | | | | 0.3 | | | | | | $ | 75.0 | |

| January 1-31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 300,000 | |

| February 1-28 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 300,000 | | |

| March 1-31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 300,000 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 300,000 | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i314e557a64e54571aa67788fe141567b_106)42[)](#i314e557a64e54571aa67788fe141567b_106)] [added: ID:](#i69eb2379839846d3ab4c1c1daf41db71_106)42[)](#i69eb2379839846d3ab4c1c1daf41db71_106)] | | | | | | [removed: [51](#i314e557a64e54571aa67788fe141567b_106)] [added: [52](#i69eb2379839846d3ab4c1c1daf41db71_106)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i314e557a64e54571aa67788fe141567b_109)] [added: Sheets](#i69eb2379839846d3ab4c1c1daf41db71_109)] | | | | | | [removed: [53](#i314e557a64e54571aa67788fe141567b_109)] [added: [54](#i69eb2379839846d3ab4c1c1daf41db71_109)] | | |

| | | | [Consolidated Statements of [removed: Income](#i314e557a64e54571aa67788fe141567b_115)] [added: Income](#i69eb2379839846d3ab4c1c1daf41db71_115)] | | | | | | [removed: [54](#i314e557a64e54571aa67788fe141567b_115)] [added: [55](#i69eb2379839846d3ab4c1c1daf41db71_115)] | | |

| | | | [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i314e557a64e54571aa67788fe141567b_118)] [added: (Loss)](#i69eb2379839846d3ab4c1c1daf41db71_118)] | | | | | | [removed: [55](#i314e557a64e54571aa67788fe141567b_118)] [added: [56](#i69eb2379839846d3ab4c1c1daf41db71_118)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i314e557a64e54571aa67788fe141567b_124)] [added: Flows](#i69eb2379839846d3ab4c1c1daf41db71_124)] | | | | | | [removed: [56](#i314e557a64e54571aa67788fe141567b_124)] [added: [57](#i69eb2379839846d3ab4c1c1daf41db71_124)] | | |

| | | | [Consolidated Statements of Shareholder's [removed: Equity](#i314e557a64e54571aa67788fe141567b_127)] [added: Equity](#i69eb2379839846d3ab4c1c1daf41db71_127)] | | | | | | [removed: [57](#i314e557a64e54571aa67788fe141567b_127)] [added: [58](#i69eb2379839846d3ab4c1c1daf41db71_127)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i314e557a64e54571aa67788fe141567b_133)] [added: Statements](#i69eb2379839846d3ab4c1c1daf41db71_133)] | | | | | | [removed: [58](#i314e557a64e54571aa67788fe141567b_133)] [added: [59](#i69eb2379839846d3ab4c1c1daf41db71_133)] | | |

| | | | [Schedule II - Valuation of Qualifying [removed: Accounts](#i314e557a64e54571aa67788fe141567b_208)] [added: Accounts](#i69eb2379839846d3ab4c1c1daf41db71_211)] | | | | | | [removed: [97](#i314e557a64e54571aa67788fe141567b_208)] [added: [101](#i69eb2379839846d3ab4c1c1daf41db71_211)] | | |

We have audited the accompanying consolidated balance sheets of STERIS plc and subsidiaries (the Company) as of March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income (loss), [removed: cash flows and] shareholders' equity [added: and cash flows] for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] based on criteria established in Internal [removed: Control-Integrated] [added: Control - Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 29, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

| *Description of* *the Matter* | | | Uncertain Tax Positions As discussed in Note 10 to the consolidated financial statements, the Company received two notices of deficiency from the U.S. Internal Revenue Service (the “IRS”) regarding deemed dividend inclusions and associated withholding tax for fiscal year 2018. The IRS adjustments would result in a cumulative tax liability of approximately [removed: $50 million.] [added: $50.0 million, excluding any interest and penalties, if ultimately assessed.] The Company believes it is more-likely-than-not that they will be able to sustain the tax benefit recognized in the U.S. and has not recorded a liability for an uncertain tax position related to this matter. Auditing management’s analysis of tax positions related to the lack of deemed dividend inclusions and associated withholding tax [added: for fiscal year 2018] was challenging as the analysis is highly judgmental due to complex interpretations of tax laws and legal rulings. [removed: This tax position must be evaluated, and there may be uncertainties around initial recognition and de-recognition of] [added: In addition, periodic reassessment is required to evaluate changes impacting these] tax positions, including regulatory changes, litigation and examination activity. | | |

| *How We* *Addressed the* *Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the facts and [removed: circumstances] [added: circumstances, including current year developments,] and the corresponding tax laws relied upon to conclude that it is currently more-likely-than-not that they will realize the benefit recorded. Our audit procedures included, among others, [removed: 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] [added: assessing] the [removed: Company’s] [added: Company's] correspondence with the relevant tax authorities [removed: and evaluated income tax opinions and other third-party advice obtained by the Company. We analyzed the Company’s assumptions and data used] [added: related] to [removed: determine] [added: current year developments. With] the [removed: amount] [added: assistance] of [added: our income] tax [removed: benefit to recognize and] [added: professionals,] we [removed: tested] [added: evaluated evidence of] the [removed: accuracy] [added: status] of the [removed: calculations performed.] [added: dispute with the IRS, including inquiries of and written representations from management and correspondence with external counsel engaged in the matter.] We also evaluated the adequacy of the [removed: Company’s] [added: Company's] disclosures included in Note 10 to the consolidated financial statements in relation to [removed: these matters.] [added: the matter.] | | |

| [added: | | |] March 31, [added: 2026] | | | | | | [added: March 31,] 2025 | | | | | | [added: March 31,] 2024 | | |

| Prepaid expenses and other current assets | | | | | | [removed: 203,774] [added: 230.4] | | | | | | [removed: 174,349] [added: 203.8] | | |

| Property, plant, and equipment, net | | | | | | [removed: 1,956,544] [added: 2,161.2] | | | | | | [removed: 1,765,180] [added: 1,956.5] | | |

| Lease right-of-use assets, net | | | | | | [removed: 156,388] [added: 155.2] | | | | | | [removed: 173,201] [added: 156.4] | | |

| Accrued income taxes | | | | | | [removed: 21,456] [added: 28.6] | | | | | | [removed: 13,640] [added: 21.5] | | |

| Accrued payroll and other related liabilities | | | | | | [removed: 192,677] [added: 221.1] | | | | | | [removed: 164,831] [added: 192.7] | | |

| Short-term lease obligations | | | | | | [removed: 34,202] [added: 35.8] | | | | | | [removed: 31,239] [added: 34.2] | | |

| Accrued expenses and other | | | | | | [removed: 368,068] [added: 401.9] | | | | | | [removed: 319,744] [added: 368.1] | | |

| Deferred income taxes, net | | | | | | [removed: 403,654] [added: 390.7] | | | | | | [removed: 479,688] [added: 403.7] | | |

| Long-term lease obligations | | | | | | [removed: 124,637] [added: 119.6] | | | | | | [removed: 145,828] [added: 124.6] | | |

| Ordinary shares, with $0.001 par value; [removed: 500,000] [added: 500.0] shares authorized; [removed: 98,301] [added: 97.8] and [removed: 98,883] [added: 98.3] ordinary shares issued and outstanding, respectively | | | | | | [removed: 4,420,413] [added: 4,280.9] | | | | | | [removed: 4,543,176] [added: 4,420.4] | | |

| Accumulated other comprehensive loss | | | | | | [removed: (292,338)] [added: (113.1)] | | | | | | [removed: (328,657)] [added: (292.3)] | | |

| Total liabilities and equity | | | | | | $ | [removed: 10,146,811] [added: 10,737.2] | | | | | $ | [removed: 11,063,697] [added: 10,146.8] | |

[removed: (dollars in thousands,] [added: (in millions,] except per share amounts)

| Years Ended March 31, | | | | | | [removed: 2025] | | | [removed: | | | 2024 | | | | | | 2023 | | | | | |] [added: 2025] | | | | | | [added: 2024] | | |

| Illinois EO litigation settlement | | | | | | [removed: 48,150] [added: —] | | | | | | [removed: —] [added: 48.2] | | | | | | — | | | | | | | | | | | | | | |

| [removed: Gain] [added: (Gain) loss] on sale of businesses and [removed: equity investment,] [added: investments,] net | | | | | | [removed: (7,425) | | | | | | — | | | | | | —] [added: (0.3)] | | | | | | [added: 6.4] | | | | | | [added: 0.3] | | |

| Income from continuing operations before income tax expense | | | | | | [removed: 796,207] [added: 1,047.3] | | | | | | [removed: 702,810] [added: 796.2] | | | | | | [removed: 680,266] [added: 702.8] | | | | | | | | | | | | | | |

| Income from continuing operations, net of income tax | | | | | | [removed: 611,557] [added: 785.1] | | | | | | [removed: 553,280] [added: 611.6] | | | | | | [removed: 556,197] [added: 553.3] | | | | | | | | | | | | | | |

| Income (loss) from discontinued operations, net of income tax | | | | | | [removed: 4,517] [added: —] | | | | | | [removed: (173,201)] [added: 4.5] | | | | | | [removed: (450,384)] [added: (173.2)] | | | | | | | | | | | | | | |

| Less: Net income [removed: (loss)] attributable to noncontrolling interests | | | | | | [removed: 1,433] [added: 2.8] | | | | | | [removed: 1,840] [added: 1.4] | | | | | | [removed: (1,217)] [added: 1.8] | | | | | | | | | | | | | | |

| Continuing Operations | | | | | | $ | [removed: 6.19] [added: 7.97] | | | | | $ | [removed: 5.58] [added: 6.19] | | | | | $ | [removed: 5.59] [added: 5.58] | | | | | | | | | | | | | |

| Discontinued Operations | | | | | | $ | [removed: 0.05] [added: —] | | | | | $ | [removed: (1.75)] [added: 0.05] | | | | | $ | [removed: (4.52)] [added: (1.75)] | | | | | | | | | | | | | |

| Total | | | | | | $ | [removed: 6.24] [added: 7.97] | | | | | $ | [removed: 3.83] [added: 6.24] | | | | | $ | [removed: 1.07] [added: 3.83] | | | | | | | | | | | | | |

| Continuing Operations | | | | | | $ | [removed: 6.16] [added: 7.93] | | | | | $ | [removed: 5.55] [added: 6.16] | | | | | $ | [removed: 5.56] [added: 5.55] | | | | | | | | | | | | | |

| Discontinued Operations | | | | | | $ | [removed: 0.05] [added: —] | | | | | $ | [removed: (1.74)] [added: 0.05] | | | | | $ | [removed: (4.49)] [added: (1.74)] | | | | | | | | | | | | | |

| Total | | | | | | $ | [removed: 6.20] [added: 7.93] | | | | | $ | [removed: 3.81] [added: 6.20] | | | | | $ | [removed: 1.07] [added: 3.81] | | | | | | | | | | | | | |

May 29, 2026

(in millions, except par value)

| Cash and cash equivalents | | | | | | $ | 439.6 | | | | | $ | 171.7 | |

| Accounts receivable (net of allowances of $27.3 and $24.4, respectively) | | | | | | 1,092.8 | | | | | | 1,044.0 | | |

| Total current assets | | | | | | 2,394.6 | | | | | | 2,000.8 | | |

| Goodwill | | | | | | 4,194.8 | | | | | | 4,095.7 | | |

| Intangibles, net | | | | | | 1,620.0 | | | | | | 1,854.4 | | |

| Other assets | | | | | | 211.4 | | | | | | 83.0 | | |

| Total assets | | | | | | $ | 10,737.2 | | | | | $ | 10,146.8 | |

| Short term indebtedness | | | | | | 118.9 | | | | | | 125.0 | | |

| Total current liabilities | | | | | | 1,145.0 | | | | | | 1,022.2 | | |

| Long-term indebtedness | | | | | | 1,812.8 | | | | | | 1,918.7 | | |

| Other liabilities | | | | | | 71.7 | | | | | | 61.9 | | |

| Total liabilities | | | | | | $ | 3,540.0 | | | | | $ | 3,531.1 | |

| Retained earnings | | | | | | 3,015.9 | | | | | | 2,475.3 | | |

| Total shareholders’ equity | | | | | | 7,183.6 | | | | | | 6,603.4 | | |

| Noncontrolling interests | | | | | | 13.6 | | | | | | 12.4 | | |

| Total equity | | | | | | 7,197.2 | | | | | | 6,615.8 | | |

| Product | | | | | | $ | 3,060.1 | | | | | $ | 2,871.6 | | | | | $ | 2,764.0 | | | | | | | | | | | | | |

| Service | | | | | | 2,875.8 | | | | | | 2,587.9 | | | | | | 2,374.7 | | | | | | | | | | | | | | |

| Total revenues | | | | | | 5,935.9 | | | | | | 5,459.5 | | | | | | 5,138.7 | | | | | | | | | | | | | | |

| Product | | | | | | 1,625.5 | | | | | | 1,514.3 | | | | | | 1,516.1 | | | | | | | | | | | | | | |

| Service | | | | | | 1,683.9 | | | | | | 1,542.5 | | | | | | 1,404.5 | | | | | | | | | | | | | | |

| Total cost of revenues | | | | | | 3,309.4 | | | | | | 3,056.8 | | | | | | 2,920.5 | | | | | | | | | | | | | | |

| Gross profit | | | | | | 2,626.5 | | | | | | 2,402.8 | | | | | | 2,218.2 | | | | | | | | | | | | | | |

| Selling, general, and administrative | | | | | | 1,407.7 | | | | | | 1,334.3 | | | | | | 1,252.3 | | | | | | | | | | | | | | |

| Research and development | | | | | | 112.9 | | | | | | 107.6 | | | | | | 103.7 | | | | | | | | | | | | | | |

| Restructuring expense | | | | | | 4.1 | | | | | | 46.0 | | | | | | 26.0 | | | | | | | | | | | | | | |

| Total operating expenses | | | | | | 1,524.7 | | | | | | 1,536.1 | | | | | | 1,382.0 | | | | | | | | | | | | | | |

| Income from operations | | | | | | 1,101.8 | | | | | | 866.6 | | | | | | 836.1 | | | | | | | | | | | | | | |

| Interest expense | | | | | | 60.7 | | | | | | 86.3 | | | | | | 144.4 | | | | | | | | | | | | | | |

| Interest and miscellaneous income | | | | | | (9.8) | | | | | | (8.4) | | | | | | (11.0) | | | | | | | | | | | | | | |

| Other expense (income), net | | | | | | 3.5 | | | | | | (7.4) | | | | | | — | | | | | | | | | | | | | | |

| Total non-operating expenses, net | | | | | | 54.4 | | | | | | 70.4 | | | | | | 133.3 | | | | | | | | | | | | | | |

| Income tax expense | | | | | | 262.2 | | | | | | 184.7 | | | | | | 149.5 | | | | | | | | | | | | | | |

| Net income | | | | | | 785.1 | | | | | | 616.1 | | | | | | 380.1 | | | | | | | | | | | | | | |

| Net income attributable to shareholders | | | | | | $ | 782.3 | | | | | $ | 614.6 | | | | | $ | 378.2 | | | | | | | | | | | | | |

(in millions)

| Years Ended March 31, | | | | | | 2026 | | | | | | 2025 | | | | | | 2024 | | |

| Net income | | | | | | $ | 785.1 | | | | | $ | 616.1 | | | | | $ | 380.1 | |

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

May 29, 2025

(dollars in thousands)

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

| Assets | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 171,701 | | | | | $ | 207,020 | |

| Accounts receivable (net of allowances of $24,354 and $22,984, respectively) | | | | | | 1,043,961 | | | | | | 1,008,315 | | |

| Inventories, net | | | | | | 581,329 | | | | | | 674,535 | | |

| Current assets held for sale | | | | | | — | | | | | | 804,904 | | |

| Total current assets | | | | | | 2,000,765 | | | | | | 2,869,123 | | |

| Goodwill | | | | | | 4,095,678 | | | | | | 4,070,712 | | |

| Intangibles, net | | | | | | 1,854,390 | | | | | | 2,119,282 | | |

| Other assets | | | | | | 83,046 | | | | | | 66,199 | | |

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

| Accounts payable | | | | | | $ | 280,770 | | | | | $ | 251,723 | |

| Short term indebtedness | | | | | | 125,000 | | | | | | 85,938 | | |

| Current liabilities held for sale | | | | | | — | | | | | | 64,012 | | |

| Total current liabilities | | | | | | 1,022,173 | | | | | | 931,127 | | |

| Long-term indebtedness | | | | | | 1,918,701 | | | | | | 3,120,162 | | |

| Other liabilities | | | | | | 61,889 | | | | | | 71,546 | | |

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

| Retained earnings | | | | | | 2,475,330 | | | | | | 2,087,645 | | |

| Total shareholders’ equity | | | | | | 6,603,405 | | | | | | 6,302,164 | | |

| Noncontrolling interests | | | | | | 12,352 | | | | | | 13,182 | | |

| Total equity | | | | | | 6,615,757 | | | | | | 6,315,346 | | |

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

| Product | | | | | | $ | 2,871,604 | | | | | $ | 2,763,954 | | | | | $ | 2,363,754 | | | | | | | | | | | | | |

| Service | | | | | | 2,587,911 | | | | | | 2,374,747 | | | | | | 2,172,512 | | | | | | | | | | | | | | |

| Total revenues | | | | | | 5,459,515 | | | | | | 5,138,701 | | | | | | 4,536,266 | | | | | | | | | | | | | | |

| Product | | | | | | 1,514,275 | | | | | | 1,516,082 | | | | | | 1,271,363 | | | | | | | | | | | | | | |

| Service | | | | | | 1,542,476 | | | | | | 1,404,459 | | | | | | 1,284,177 | | | | | | | | | | | | | | |

| Total cost of revenues | | | | | | 3,056,751 | | | | | | 2,920,541 | | | | | | 2,555,540 | | | | | | | | | | | | | | |

| Gross profit | | | | | | 2,402,764 | | | | | | 2,218,160 | | | | | | 1,980,726 | | | | | | | | | | | | | | |

| Selling, general, and administrative | | | | | | 1,334,276 | | | | | | 1,252,318 | | | | | | 1,090,663 | | | | | | | | | | | | | | |

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

| Restructuring expenses | | | | | | 46,049 | | | | | | 26,045 | | | | | | 485 | | | | | | | | | | | | | | |

| Total operating expenses | | | | | | 1,536,123 | | | | | | 1,382,042 | | | | | | 1,189,625 | | | | | | | | | | | | | | |

| Income from operations | | | | | | 866,641 | | | | | | 836,118 | | | | | | 791,101 | | | | | | | | | | | | | | |

| Interest expense | | | | | | 86,261 | | | | | | 144,351 | | | | | | 107,956 | | | | | | | | | | | | | | |

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

During the quarter ended March 31, [removed: 2025,] [added: 2026,] 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: 2025] [added: 2026] 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: 2025.][added: 2026.]

Our evaluation of internal control over financial reporting did not include the internal controls of the businesses that were acquired during fiscal [removed: 2025.][added: 2026.]

Total assets of the acquired businesses represented approximately [removed: 0.6%] [added: 0.4%] of our total assets as of March 31, [removed: 2025] [added: 2026] and approximately [removed: 0.4%] [added: 0.1%] of our total revenues for the year ended March 31, [removed: 2025.][added: 2026.]

We have audited STERIS plc and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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 businesses that were acquired during the year ended March 31, [removed: 2025,] [added: 2026,] which are included in the fiscal [removed: 2025] [added: 2026] consolidated financial statements of the Company and constituted approximately [removed: 0.6%] [added: 0.4%] of total assets as of March 31, [removed: 2025] [added: 2026] and approximately [removed: 0.4%] [added: 0.1%] 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 businesses that were acquired during the year ended March 31, [removed: 2025.][added: 2026.]

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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income (loss), [removed: cash flows and] shareholders' equity [added: and cash flows] for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] and the related notes and [removed: the] financial statement schedule listed in the Index at Item 15(a) and our report dated May 29, [removed: 2025] [added: 2026] 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, 2026.

May 29, 2026

May 29, 2025

During the quarter ended March 31, [removed: 2025,] [added: 2026,] 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 Policy" and "Shareholder Proposals" of our definitive proxy statement to be filed with the SEC in connection with our [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the "Proxy Statement").

This Annual Report on Form 10-K incorporates by reference the information appearing beginning under the captions "Executive Compensation," "Non-Employee Director Compensation," "Pay [removed: for] [added: Versus] Performance," and "Miscellaneous Matters" of 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: 2025.][added: 2026.]

| Equity compensation plans approved by security holders | | | | | | 1,716,867 | | | | | | $204.51 | | | | | | 1,689,465 | | |

| Total | | | | | | 1,716,867 | | | | | | $204.51 | | | | | | 1,689,465 | | |

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

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

Consolidated Balance Sheets – March 31, [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

Consolidated Statements of Income – Years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

Consolidated Statements of Comprehensive Income – Years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

Consolidated Statements of Cash Flows – Years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

Consolidated Statements of Shareholders’ Equity – Years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

| 2.1 | | | [removed: [Amended and Restated Asset] [added: [Equity] Purchase Agreement by and between STERIS [removed: Corporation; Becton, Dickinson and Company;] [added: Corporation, HuFriedy Group Holding LLC, Hu-Friedy Mfg. Co. LLC] and [removed: STERIS plc, solely for the purposes set forth in Section 12.21,] [added: Crosstex International, Inc.,] dated as of [removed: August 2, 2023] [added: April 10, 2024] (filed as Exhibit 2.1 to STERIS plc Form 10-Q for the fiscal quarter ended June 30, [removed: 2023] [added: 2024] filed August 8, [removed: 2023] [added: 2024] (Commission File No. 001-38848) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789823000010/ste6302023ex21.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000016/ex21dayton-equitypurchas.htm)] | | |

| [removed: 2.2] [added: 10.12] | | | [removed: [Equity Purchase Agreement by and between STERIS Corporation, HuFriedy Group Holding LLC, Hu-Friedy Mfg. Co. LLC and Crosstex International, Inc., dated as] [added: [Description] of [removed: April 10, 2024] [added: STERIS plc Non-Employee Director Compensation Program] (filed as Exhibit [removed: 2.1] [added: 10.1] to STERIS plc Form 10-Q for the fiscal quarter ended [removed: June] [added: September] 30, 2024 [removed: filed August 8, 2024] (Commission File No. 001-38848) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000016/ex21dayton-equitypurchas.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000018/ste9302024ex101.htm)] | | |

| [removed: 10.12] [added: 97.1] | | | [removed: [Description of STERIS] [added: [STERIS] plc [removed: Non-Employee Director Compensation Program (filed] [added: Policy relating to recovery of erroneously awarded compensation. filed] as Exhibit [removed: 10.1] [added: 97.1] to STERIS plc Form [removed: 10-Q] [added: 10-K] for the [removed: fiscal quarter] [added: year] ended [removed: September 30, 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] [added: March 31, 2024 filed May 29, 2024 (Commission] File No. 001-38848) and incorporated herein by [removed: reference).*](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000018/ste9302024ex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000008/ste03312024ex971.htm)] | | |

| 10.23 | | | [Credit Agreement, dated as of October 7, 2024, among STERIS plc, STERIS Limited, STERIS Corporation, STERIS Irish FinCo Unlimited Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. (filed as Exhibit 10.1 to Form 8-K filed October 7, 2024 (Commission File No. 001-38848) and incorporated [removed: here by] [added: here](https://www.sec.gov/Archives/edgar/data/1757898/000119312524233855/d833057dex101.htm)[in](https://www.sec.gov/Archives/edgar/data/1757898/000119312524233855/d833057dex101.htm) [by] reference).](https://www.sec.gov/Archives/edgar/data/1757898/000119312524233855/d833057dex101.htm) | | |

| 21.1 | | | [Subsidiaries of STERIS [removed: plc.](https://www.sec.gov/Archives/edgar/data/1757898/000175789825000005/ste03312025ex211.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex211.htm)] | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1757898/000175789825000005/ste03312025ex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex231.htm)] | | |

| 24.1 | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1757898/000175789825000005/ste03312025ex241.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex241.htm)] | | |

| 31.1 | | | [Certification of the Principal Executive Officer Pursuant to Exchange Act Rule [removed: 13a-14(a)/15d-14(a).](https://www.sec.gov/Archives/edgar/data/1757898/000175789825000005/ste03312025ex311.htm)] [added: 13a-14(a)/15d-14(a).](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex311.htm)] | | |

| 31.2 | | | [Certification of the Principal Financial Officer Pursuant to Exchange Act Rule [removed: 13a-14(a)/15d-14(a).](https://www.sec.gov/Archives/edgar/data/1757898/000175789825000005/ste03312025ex312.htm)] [added: 13a-14(a)/15d-14(a).](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex312.htm)] | | |

| 32.1 | | | [Certification of the Principal Executive Officer and the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1757898/000175789825000005/ste03312025ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex321.htm)] | | |

| 10.24 | | | [Transition Agreement effective August 18, 2025, by and among STERIS Corporation, STERIS plc and Michael J. Tokich (filed as Exhibit 10.1 to Form 10-Q filed November 6, 2025 (Commission File No. 000-38848) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1757898/000162828025050160/ste9302025ex101.htm) | | |

| 10.25 | | | [Amendment to the Transition Agreement effective April 1, 2026, by and among STERIS Corporation, STERIS plc and Michael J. Tokich.*](https://www.sec.gov/Archives/edgar/data/1757898/000162828026039136/ste03312026ex1025.htm) | | |

| | | | | | |

| 97.1 | | | [STERIS plc 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 97.1 to STERIS plc Form 10-K for the year ended March 31, 2024 filed May 29, 2024 (Commission File No. 001-38848) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1757898/000175789824000008/ste03312024ex971.htm) | | |

| Date: | | | May 29, [removed: 2025] [added: 2026] | | | By: | | | /S/ KAREN L. BURTON | | |

| | | | | | | [added: Senior] Vice President and Chief [removed: Accounting] [added: Financial] Officer | | | | | |

| /S/ DANIEL A. CARESTIO | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | May 29, [removed: 2025] [added: 2026] | | |

| /S/ [removed: MICHAEL J. TOKICH] [added: KAREN L. BURTON] | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial [added: Officer & Principal Accounting] Officer) | | | | | | May 29, [removed: 2025] [added: 2026] | | |

| * | | | | | | Chairman and Director | | | | | | May 29, [removed: 2025] [added: 2026] | | |

| * | | | | | | Director | | | | | | May 29, [removed: 2025] [added: 2026] | | |

| Date: | | | May 29, [removed: 2025] [added: 2026] | | | By: | | | /S/ J. ADAM ZANGERLE | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| Pierre Boulud | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| * | | | | | | Director | | | | | | May 29, 2026 | | |

| Louis A. Shapiro | | | | | | | | | | | | | | |

| Michael J. Tokich | | | | | | | | | | | | | | |

| /S/ KAREN L. BURTON | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | May 29, 2025 | | |

| Jacqueline B. Kosecoff | | | | | | | | | | | | | | |

| Richard M. Steeves | | | | | | | | | | | | | | |