Item 1A. RISK FACTORS

For a complete discussion of the Company's risk factors, you should carefully review the risk factors included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

On May 3, 2023 our Board of Directors terminated the previous share repurchase program and authorized a new share repurchase program for the purchase of up to $500.0 million (exclusive of fees, commissions, and other charges). As of December 31, 2025, there was $150.0 million (exclusive of fees, commissions, and other charges) of remaining availability under the Board authorized share repurchase program. The share repurchase program has no specified expiration date.

Under the May 3, 2023 share repurchase program, the Company may repurchase its shares from time to time through open market purchases, including 10b5-1 plans. Any share repurchases may be activated, suspended or discontinued at any time.

During the first nine months of fiscal 2026, we repurchased 0.6 million of our ordinary shares for the aggregate amount of $150.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the share repurchase program.

During the first nine months of fiscal 2026, we obtained 0.1 million of our ordinary shares in the aggregate amount of $11.2 million in connection with share-based compensation award programs.

The following table summarizes the ordinary shares repurchase activity during the third quarter of fiscal 2026 under our ordinary share repurchase program:

(1) Does not include eight shares purchased during the quarter at an average price of $256.29 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.