STE 10-K & 10-Q changes, risk factors and insider trading

Ongoing geopoliticalGeopolitical 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 instabilityinstability, 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 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 such geopolitical instability 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. For instance,Furthermore, the U.S. and other countries have announced and enacted changes, and planned changes, to international trade policy, including increasing tariffs on imports, and potentially renegotiating or terminating existing trade agreements. The international trade environment is highly dynamic, and such changes, and retaliatory responses thereto, continue to evolve. Tariffs, trade restrictions and other changes to international trade policies may result in increased production costs and product pricing, supply chain disruptions, limited access to end markets, lower profitability, increasing inability of consumers and Customers to pay, reduced consumer and Customer demand, economic slowdowns and recessions and uncertainty related to planning long-term investments and strategies, and may have other competitive effects, including those exacerbated by competitors with different supply chain footprints, each of which could have a material adverse effect on our business. WeIn mayaddition, alsothe needUnited States-Mexico-Canada Agreement (“USMCA”) requires a formal six-year joint evaluation of the agreement. The first such review is expected to makecommence materialon changesJuly to1, our2026, globalthe productionsixth footprintanniversary of the agreement's entry into force. The U.S. has solicited feedback from the trading community regarding the operation of the USMCA, and workforce,the whichjoint could require significant capital expenditures andreview could result in assetchanges, impairmentsincluding, 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 other charges, including restructuring charges, anythose of our suppliers in Canada and Mexico and impact our ability to manufacture and market products or source materials at competitive prices, which could be material. The duration and scope of all such changes that have beena andmaterial willadverse ultimately be implemented are not known at this time, and as such, any resulting impactseffect on our businessfinancial arecondition uncertain.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.

We are subject to compliance with various laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. We are also subject to limitations on trade with sanctioned persons or persons in sanctioned countries.countries and exchange controls. While our employees and agents are required to comply with these laws,laws weand cannot assure you thatregulations, our internal policies and procedures willmay alwaysnot protect us from violations of these laws, despitewhich ourviolations commitmentcould toaffect legalfinancial compliancecondition, andresults corporateof ethics.operations, or cash flows.

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

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

In August 2022, the Inflation Reduction Act (the “IRA”) was signed into law. One of the provisions in the IRA added a corporate alternative minimum tax (“CAMT”) to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), beginning for fiscal years 2023. WeAlthough we do not expect to be subject to the CAMT regime for fiscal years through 2025.2026, However,we ifcontinue to monitor our status under the CAMT rules. If in the future we become subject to CAMT, thenand 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.

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

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

On June 7, 2017, several countries, including many countries in which we operate and have subsidiaries, adopted the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements. The MLI came into effect on July 1, 2018. The MLI may modify effected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of affected tax treaties could eventually be significant. To date, more than 100 jurisdictions have joined the BEPS MLI, out of which most jurisdictions have ratified, accepted, or approved the MLI, and it covers aroundalmost 1,9502,000 bilateral tax treaties worldwide. Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature. As a result, our income may be taxed in jurisdictions where it is not currently taxed and at higher rates than it is currently taxed, all of which may increase our effective tax rate.

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

We purchase raw materials, fabricated and other components, and energy supplies from a variety of suppliers. Key raw materials include stainless steel, organic and inorganic chemicals, fuel, cobalt-60 and EO, and key components include plastic components, as well as various electronics including control boards and computer chips. The availability and prices of raw materials and energy supplies are subject to volatility and are influenced by worldwide economic conditions, speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, and other factors. In addition, administrations in the U.S. and other countries havecontinue recentlyto announcedannounce plans to implement or increase tariffs,tariffs and other trade barriers, and it remains unclear what the ultimate outcome of these policy changes will be on our supply chains. Also, certain of our key materials and components have a limited number of suppliers, and some are single-sourced in certain regions of the world, such as cobalt-60 and EO, which are necessary for our AST operations. Given the limited number of suppliers for such materials, they may become subject to supply shortages or unavailability or increasing prices which could have a negative impact on our operations. Further, changes in regulatory requirements regarding the use of these materials might disrupt or cause shutdowns of portions of our AST operations or have other adverse consequences. Shortages in supply, increased regulatory or security requirements, or increases in the price of any of the raw materials, components and energy supplies used in our operations may adversely affect us.

Many governments, regulators, investors, employees, Customers and other stakeholders continue to be focused on corporate responsibility, including policies regarding climate change and greenhouse gas emissions. Other stakeholders, including governmentsgovernments, regulators, and regulators,elected officials have expressed concerns about or opposition to businesses' social commitmentscommitments, and sustainability goals.goals, and other ESG-focused policies, including concerns about or allegations of "greenwashing". Responding to these considerations involves risks and uncertainties, requires significant investments and is impacted by factors that may be outside our control. In addition, some stakeholders may disagree with our priorities, statements and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where corporate focus should be placed, including differing or conflicting views of regulators or elected officials in the various jurisdictions in which we operate. AnyFor failure,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 perceivedproposed failure,measures bythat usmay to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, staterestrict or internationalpenalize lawscompanies andfor regulationsadopting certain ESG-related practices, targets or meetinvestment evolving and varied stakeholder 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.criteria.

The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance and other requirements varying by jurisdiction.jurisdiction, which subjects us to transition risks. Governments, regulatory bodies and other stakeholders vary in their support of or opposition to sustainability and environmental matters in different jurisdictions in which we operate, which can lead to rapid shifts in reporting obligations and differing obligations across these jurisdictions. 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, or if we fail to comply with relevant reporting frameworks or efficiency standards from existing or newly emerging regulations, or we become subject to expanded carbon pricing mechanisms, we may incur 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 are, and may in the future become thesubject focus ofto litigation.

Our AST segment is a technology-neutral contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 60 contract sterilization and laboratory facilities. One of the modalities offered by our AST operations is EO sterilization. In the U.S., several regulators, including the EPA, FDA, and agencies at the state and local level, play a role in regulating the use of EO sterilization. In 2016, the EPA changed the cancer risk basis for EO and determined that EO is carcinogenic to humans. Announcements of the temporary or permanent closure of EO sterilization facilities operated by others have been associated with state and/or local regulatory or other legal action related to EO emissions at those facilities. Our AST operations have taken and will continue to take measures to comply with all applicable emissions regulations and to reduce emissions. However, no assurance can be given that current or future legislative 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. A significant reduction in our EO contract sterilization activities may have a material adverse effect on our financial condition and results of operations. Further, we have settled claims of liability resulting from EO sterilization activities in the past and could in the future be liable for further material damages and fines as a result of legislative or regulatory action or litigation, and any current or future liability could exceed our insurance and indemnification coverage, if any, and have a material adverse effect on our financial condition. Additionally, for many medical devices, EO sterilization may be the only current method of sterilization that effectively sterilizes and does not damage the device during the sterilization process. In the event of regulatory, legislative, or legal action that curtails or eliminates EO sterilization, there could be a shortage of medical devices and consequently a decline in surgical procedures. A decline in surgical procedures could result in a decline in demand for the products and services provided by our Healthcare business, which may have a material adverse effect on our financial condition and results of operations.

Although we believe we have valid defenses to such claims, there can be no assurance that we will prevail on the merits, as the outcome of trials before juries and other aspects of litigation can be highly unpredictable, and, as a result, we have chosen to pursue a settlement process with respect to certain pending cases in Illinois. InPursuant to binding confidential settlement agreements entered into in March and October 2025, we agreed to pay up to approximately $48.2 million to resolve substantially all of the claims for personal injury against a subsidiary related to EO exposure that are pending in the Circuit Court of Cook County, Illinois. 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. Please refer to Note 12 to our consolidated financial statements titled “Commitments and Contingencies” for further information.

If our continuing efforts to create a Lean businessbusiness, andto in-source production and to support smart manufacturing to reduce costs are not successful, our profitability may be negatively impacted or our business otherwise might be adversely affected.

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

WhileThere wecan believebe no assurances that we have developed appropriateour measures to protect the health and well-beingwellbeing of our employees in the event of future health crises, there can be no assurances that our measurescrises will be sufficient to protect our employees in our workplace or that they may not otherwise be exposed to an illness outside of our workplace. If a large or otherwise impactful number of our employees, including key employees, become ill, incapacitated or are otherwise unable or unwilling to continue working during any future health crises, our operations may be adversely impacted. Furthermore, restrictive measures implemented by us or governmental entities in response to a future pandemic or similar public health crisis could adversely impact our ability to hire and retain employees. Any failure to staff our operations resulting from an emergent public health crisis could adversely impact our financial condition and results of operations.

Our business and results of operations may be adversely affected if we are unable to recruit and retain qualified management and other personnel .personnel.

Our continued success depends, in large part, on our ability to hire and retain highly qualified people, and if we are unable to do so, our business and operations may be impaired or disrupted. Labor market conditions are challenging, and the shortage of highly qualified people has led to increased competition. There is no assurance that we will be successful in attracting replacements to fill vacant positions, retaining successors to fill retirements or employees moving to new positions, or otherwise retaining qualified personnel. In addition, the increasing complexity of legal, regulatory and compliance matters have created additional responsibilities for our management and other personnel and can create significant distraction or diversion of their attention, which could have a material adverse effect on our ability to attract and retain such personnel.

We could experience a failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach of one or more key information technology systems, networks, processes, associated sites or service providers.providers; failure to manage these and other risks associated with the use of sophisticated technology could materially impact our business.

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

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

As of March 31, 2025,2026, STERIS had approximately $2,043.7$1,931.7 million of indebtedness outstanding,outstanding (net of deferred financing fees), which included $1,350.0 million of Senior Public Notes issued April 1, 2021, $674.2$557.8 million of Private Placement Senior Notes, and $34.8$37.8 million of borrowings outstanding under our Revolving Credit Facility (each as defined below). STERIS’s ability to repay all the forgoingforegoing obligations will depend on, among other things, STERIS’s financial position and performance, as well as prevailing market conditions and other factors beyond our control.

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

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

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

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

The integration of acquired businesses into STERIS or working arrangements with joint venture partners may not be as successful as anticipated.

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

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

STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitionsacquisitions, dispositions and dispositions,joint ventures, and expects to incur similar costs for any future businessstrategic acquisitionstransactions. The anticipated benefits and cost savings from such initiatives may not be realized fully or dispositions.at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other adverse effects that we do not currently foresee.

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

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

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

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

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

We operate and report our financial information in three reportable business segments: Healthcare, AST, and Life Sciences. Previously, we had four reportable business segments; however, as a result of the fiscal 2025 divestiture of our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to exclude discontinued operations for comparability, as required. For more information, refer to Note 4 to our consolidated financial statements titled, "Discontinued Operations." Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income. We describe our business segments in Note 13 to our consolidated financial statements titled, "Business Segment Information."

AcquisitionsAcquisitions, Divestitures, and Divestitures.Investments. During fiscal 2025,2026, we completed severaltwo tuck-in acquisitions which continued to expand our product and service offerings in the Healthcare and AST segments.segment. Total aggregate consideration was approximately $54.1$23.4 million.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.

InDuring additionfiscal to the acquisition of assets from BD,2025, we completed twoseveral tuck-in acquisitions during fiscal 2024, which expandedcontinued to expand our product and service offerings in the ASTHealthcare and HealthcareAST segments. Total aggregate consideration was approximately $6.5$54.1 million, net of cash acquired.million.

On April 1, 2024, we completed the sale of the Controlled Environment Certification Services ("CECS") business. We recorded net proceeds of $41.9 million and recognized a pre-tax gain on the sale of $19.3 million in fiscal 2025. The business generated approximately $35.0 million in revenuerevenues during fiscal 2024.

For more information regarding our recent acquisitions and divestitures, see Note 3 to our consolidated financial statements titled, "Business AcquisitionsAcquisitions, Divestitures, and Divestitures.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 shouldhad the Dental business achieveachieved certain revenue targets in fiscal 2025. No amounts have been recorded or are expected to be recorded with respect to this contingent consideration. The transaction was structured as an equity sale and closed on May 31, 2024. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the divestiture of our Dental segment and determined that those conditions for discontinued operations presentation had been met prior to March 31, 2024. The Dental segment results of operations werehave been reclassified toas income (loss) from discontinued operations in the Consolidated Statements of Income for all periods presented, and we have classified our Dental segment's assets and liabilities as held for sale as of March 31, 2024 in the accompanying Consolidated Balance Sheets. Due to the transaction closing in the first quarter of fiscal 2025, the held for sale assets and liabilities were classified as current as of March 31, 2024.presented. Our Consolidated Statements of Cash Flows include the financial results of the Dental segment through the date of sale on May 31, 2024. A majority of the proceeds received from the sale were utilized to pay off existing debt. For more information, see Note 4 to our consolidated financial statements titled "Discontinued Operations."

Highlights. Revenues increased $320.8$476.4 million, or 6.2%,8.7%, to $5,935.9 million for the year ended March 31, 2026, as compared to $5,459.5 million for the year ended March 31, 2025, as compared to $5,138.7 million for the year ended March 31, 2024.2025. These increases reflect higher volume and pricing.pricing, as well as favorable impacts from foreign currency movements.

Our gross profit percentage increased to 44.0%44.2% for fiscal 20252026 as compared to 43.2%44.0% for fiscal 2024.2025. Favorable impacts from pricing, mix,operational productivity,improvements and materiallower costsrestructuring costs, and productivity were partially offset by unfavorable impacts from labortariffs and overhead costs.inflation.

Cash flows provided by operating activities were $1,148.1$1,341.4 million and free cash flow was $787.2$982.9 million in fiscal 20252026 compared to cash flows provided by operating activities of $973.3$1,148.1 million and free cash flow of $620.3$787.2 million in fiscal 20242025 (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 fiscal 2025 increase in cash flows from operations and free cash flow resultedduring the period was driven primarily by improvements in net income, which more than offset the significantly lower contribution from the increase in cash provided by working capital, primarily driven by higher collections on accounts receivable and improved inventory managementcapital when compared to the prior year.

Outlook. In fiscal 20262027 and beyond, we expect to manage our costs, grow our business with internal product and service development, invest in greater capacity,capacity and efficiency, and augment these value creating methods with potential acquisitions of additional products and services. Please refer to "Information With Respect to Our Business In General" in Item 1."Business" to this Annual Report on Form 10-K.

In the following subsections, we discuss our performance and the factors affecting it. We begin with a general overview of our operating results and then separately discuss earnings for our operating segments. As a result of the fiscal 2025 divestiture of our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required. Therefore, the discussion within this Results of Operations section excludes discontinued operations and relates solely to our continuing operations.

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

Revenues increased $320.8$476.4 million, or 6.2%,8.7%, to $5,935.9 million for the year ended March 31, 2026, as compared to $5,459.5 million for the year ended March 31, 2025, as compared to $5,138.7 million for the year ended March 31, 2024.2025. These increases reflect higher volume, primarily in our Healthcare segment due to organic growth and the added volume from the acquisition of assets from BD and organic growth in our AST segment, andincreased pricing across all segments.three segments, as well as the favorable impacts of foreign currency movements.

Service revenues for fiscal 20252026 increased $213.2$287.9 million, or 9.0%11.1% over fiscal 2024,2025, reflecting growth inacross theall Healthcare and AST segments, which was partially offset by a decline in the Life Sciences segment due to the divestiture of the CECS business.segments. Consumable revenues for fiscal 20252026 increased $183.5$122.5 million, or 12.2%,7.3%, over fiscal 2024,2025, reflecting growth in the Healthcare and Life Sciences segments. Capital equipment revenues for fiscal 20252026 decreasedincreased by $75.9$66.0 million, or 6.0%,5.6%, as compared toover fiscal 2024,2025, reflecting declinesgrowth in the Healthcare and Life Sciences segments, partially offset by growtha decline in the AST segment.

United StatesIreland revenues for fiscal 20252026 were $4,007.6$108.5 million, representing an increase of $256.2$1.1 million, or 6.8%,1.0%, over fiscal 20242025 revenues of $3,751.4$107.3 million, reflecting growth in service and consumable revenues, partially offset by a decline in capital equipment revenues.

RevenuesUnited fromStates other foreign locationsrevenues for fiscal 20252026 were $1,344.6$4,333.8 million, representing an increase of $40.0$326.2 million, or 3.1%8.1%, over the fiscal 20242025 revenues of $1,304.6$4,007.6 million.million, The increase reflectsreflecting growth withinin theservice, Europe, Middle East,consumable, and Africa,capital Asiaequipment Pacific, and Latin American regions, which was partially offset by declines in Canada.revenues.

Our gross profit is affected by the volume, pricing and mix of sales of our products and services, as well as the costs associated with the products and services that are sold. Our gross profit percentage increased to 44.0%44.2% for fiscal 20252026 as compared to 43.2%44.0% for fiscal 2024.2025. Favorable impacts from pricing (130120 basis points), mixoperational improvements and lower restructuring costs (70 basis points), material costs (30 basis points),and productivity (20 basis points), and divestitures (2050 basis points) were partially offset by unfavorable impacts from inflationtariffs (15080 basis points), andinflation adjustments(70 andbasis otherpoints), chargesmaterials costs (30 basis points), mix (30 basis points), and currency (10 basis points).

Selling, General, and Administrative Expenses. Significant components of total selling, general, and administrative expenses (“SG&A”) are compensation and benefit costs, fees for professional services, travel and entertainment expenses, facility costs, gains or losses from divestitures, and other general and administrative expenses. SG&A increased 6.5%5.5% in fiscal 20252026 over fiscal 2024.2025. The increase in SG&A during the fiscal 2025year increaseended March 31, 2026, compared to the fiscal year ended March 31, 2025, is primarily attributable to increased compensation and benefit costs, asdealer wellcommissions, asand legalbad debt expense, which were partially offset by lower costs associated with our EO litigation. For more information regarding our ongoing litigation, refer to Note 12 to our consolidated financial statements titled, "Commitments and Contingencies."

Research and Development. Research and development expenses increased $4.0$5.3 million in fiscal 20252026 over fiscal 2024.2025. Research and development expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize newimproving productinnovation development,governance product improvements,processes and theleveraging technology to accelerate development ofinitiatives newto technologicallaunch platformcritical innovations.capital and consumable products. During fiscal 2025,2026, our investments in research and development have continued to be focused on, but were not limited to, enhancing capabilities of sterile processing technologies, procedural products and accessories, and devices and support accessories used in gastrointestinal endoscopy procedures.

Illinois EO Litigation Settlement. On March 3, 2025, wethe Company entered into binding confidential term sheets ("Term Sheets") with plaintiffs’ counsel (the “Term Sheets”),counsel, as well as settlement agreements with several plaintiffs relatedin tocases ourwhich Illinoiswere EOat litigation.the Thetime Termscheduled Sheetsfor andtrial in fiscal 2026. 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. The Settlement Agreements are expected to lead to a resolution of substantially all of the claims for personal injury related to EO that are currently pending in the Circuit Court of Cook County, Illinois. We recorded an expense of $48.2 million related to this settlement in fiscal 2025. For more information, refer to Note 12 to our consolidated financial statements titled, "Commitments and Contingencies."

Restructuring Expenses. In May 2024, we adopted and announced a targeted restructuring plan (the "Restructuring Plan"). This plan includes a strategic shift in our approach to the Healthcare surgical business in Europe, as well as other actions including the impairment of an internally developed X-ray accelerator, product rationalizations and facility consolidations. Approximately 300 positions have been eliminated. These restructuring actions arewere designed to enhance profitability and improve efficiency.efficiency, Wewhich estimatewe improvements in income from operations of approximately $25.0 million per year, with the majority of the benefitrealized beginning in fiscal 20262025 dueand to2026. timingAs of actions.March 31, 2026, the execution of our Restructuring Plan is substantially complete.

The Restructuring Plan expenses incurred during fiscal 20252026 and 20242025 primarily related to actions taken in our Healthcare and AST segments.segment. Total pre-tax restructuring expense of $106.7$110.1 million has been recorded relating to the Restructuring Plan since inception, of which $34.6$33.9 million has been recorded in Cost of revenues. Additional costs with respect to our Restructuring Plan in fiscal 2026 are not expected to be significant.

Non-Operating Expenses, Net. Non-operating expenses, net consists of interest expense on debt, offset by interest earned on cash, cash equivalents, short-term investment balances, losses (gains) related to disposal activities, and other miscellaneousexpense (income) expense.related to our equity investments, including our equity earnings and amortization of basis differences arising from our investments. The following table compares our net non-operating expenses, net for the year ended March 31, 20252026 to the year ended March 31, 20242025:

Interest expense decreased $58.1$25.6 million during fiscal 20252026 as compared to fiscal 2024,2025, primarily due to the lower principal amount of debt outstanding as well as lower interest rates on floating rate debt.outstanding. For more information, refer to Note 8 to our consolidated financial statements titled, "Debt."

Interest and miscellaneous income decreasedincreased during fiscal 2025,2026, as compared to fiscal 2024,2025, by $2.6$1.4 million and is driven by lowerhigher interest income.

GainOther expense, net was $3.5 million during fiscal 2026, primarily reflecting a disposal-related fixed asset impairment, as well as amortization related to a noncontrolling equity investment, which were partially offset by a gain on the sale of businessesa andbuilding. equityOther investment,income, net during fiscal 2025 was $7.4 million during fiscal 2025 and primarily relatesrelated to the gain recorded from the sale of our CECS business, which was partially offset by a loss recorded on an equity investment. For more information on our equityfixed investments,assets, refer to Note 197 to our consolidated financial statementsstatements, titled,titled "FairProperty, ValuePlant, Measurements.and Equipment." For more information on our divestitureequity activity,investments, refer to Note 3 to our consolidated financial statementsstatements, titled,titled "Business AcquisitionsAcquisitions, Divestitures, and Divestitures.Investments."

The effective income tax rates from continuing operations for fiscal 20252026 was 23.2%25.0% compared to 21.3%23.2% for fiscal 2024.2025. The fiscal 20252026 effective tax rate from continuing operations increased when compared to 2024,2025, primarily due to changes in geographic mix of income and unfavorable discrete items.items, including withholding taxes. Additional information regarding our income tax expense and effective income tax rate is included in Note 10 to our consolidated financial statements titled, "Income Taxes."

We operate and report our financial information in three reportable business segments: Healthcare, AST, and Life Sciences. Previously, we had four reportable business segments; however, as a result of the agreementfiscal to2025 divestdivestiture of our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to reflect these changes for comparability, as required.

Healthcare revenues increased 7.4%8.5% in fiscal 2025,2026, as compared to fiscal 2024,2025, reflecting growth inacross serviceservice, consumable, and consumablecapital revenues of 13.5%11.8%, 7.2%, and 11.8%,5.7%, respectively, which was partially offset by declines in capital equipment revenues of 5.0%.respectively. The constant currency organic growth of 6.1%7.6% is primarily due to increased volumevolume, andimpacting revenues by a mid-single digit percentage, as well as increased pricing, impacting revenues by a low-single digit percentage.

The Healthcare segment’s backlog at March 31, 20252026 amounted to $369.2$392.1 million. The Healthcare segment's backlog at March 31, 20242025 was $353.8$369.2 million. The increase is due to increasedthe demandtiming fromof Customers.shipments and the benefit of acquisitions.

AST revenues increased 8.9%9.6% in fiscal 2025,2026, as compared to fiscal 2024.2025. The constant currency organic growth of 9.1%6.7% is primarily due to increased pricing, impacting revenues by a mid-single digit percentage, as well as increased volume.volume, impacting revenues by a low-single digit percentage, with service growth partially offset by a decline in capital equipment.

Life Sciences revenues decreasedincreased 5.1%8.6% in fiscal 2025,2026, as compared to fiscal 20242025 partially due to the sale of the CECS business, which more than offset other servicesreflecting growth resultingacross incapital, aconsumable, decline of 16.1% inand service revenues. This decrease also reflects declines in capital equipment revenues of 24.4%,15.5%, which7.6%, wasand partially4.9% offset, by growth in consumable revenues of 13.9%.respectively. The constant currency organic growth of 1.3%6.7% is primarily due to increased volume, impacting revenues by a mid-single digit percentage, as well as increased pricing, impacting revenues by a low singlelow-single digit percentage.

The Life Sciences backlog at March 31, 20252026 and 20242025 amounted to $83.7$98.7 million and $71.4$83.7 million, respectively. The increase is due to increasedtiming demandof from Customers.shipments.

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

The ASTHealthcare segment’s operating income increased $25.8$64.8 million to $465.6$1,036.4 million in fiscal year 2025,2026, as compared to $439.7$971.5 million in fiscal year 2024.2025. The increase in operating income for the year is primarily due to the benefits of higher pricingvolume, pricing, and increased volume,productivity, which waswere partially offset by higherincreased labortariff costs.costs and inflation. The AST segment's operating margins were 44.8%24.6% for fiscal year 20252026 and 46.1%25.0% for fiscal year 2024.2025. The decrease in operatingOperating margin isdeclined primarilyas due to higher labortariff costs and unfavorableinflation productivity,more which was partiallythan offset the margin expansion otherwise driven by highervolume, pricing.pricing, and productivity.

The Life SciencesAST segment’s operating income increased $8.1$59.1 million to $229.4$524.7 million in fiscal year 2025,2026, as compared to $221.3$465.6 million in fiscal year 2024.2025. The segment’sAST segment's operating margins were 42.3%46.1% for fiscal year 20252026 and 38.7%44.8% for fiscal year 2024.2025. The increase in operating income and margin for the year is primarily due to favorablehigher mixpricing and pricing.volume, which were partially offset by increased labor inflation costs.

Net Cash Provided By Operating Activities – The net cash provided by our operating activities was $1,341.4 million for the year ended March 31, 2026, compared to $1,148.1 million for the year ended March 31, 2025, compared to $973.3 million for the year ended March 31, 2024.2025. Net cash provided by operating activities increased in fiscal 20252026 by 18.0%16.8% over fiscal 2024,2025, and resultedwas driven primarily by improvements in net income, which more than offset the significantly lower contribution from theworking increasecapital in cashfiscal provided by working capital, primarily driven by higher collections on accounts receivable and improved inventory management when2026 compared towith thefiscal prior year.2025.

Net Cash Provided By/Used In Investing Activities – The net cash used in our investing activities was $512.5 million for the year ended March 31, 2026, compared to net cash provided by our investing activities wasof $388.8 million for the year ended March 31, 2025, compared to net cash used in our investing activities of $887.4 million for the year ended March 31, 2024.2025. The following discussion summarizes the significant changes in our investing cash flows for the years ended March 31, 20252026 and 20242025:

•Purchases of property, plant, equipment, and intangibles, netintangibles – Capital expenditures totaled $369.0 million in fiscal 2026 compared to $370.1 million in fiscal 2025 compared to $360.3 million in fiscal 2024.2025.

•Proceeds from the sale of businesses – During fiscal 2025, we received proceeds of $814.6 million primarily from the sales of our Dental segment and our CECS businesses. For more information, refer to Note 3 to our consolidated financial statements titled, "Business AcquisitionsAcquisitions, Divestitures, and DivestituresInvestments" and Note 4 to our consolidated financial statements titled "Discontinued Operations." During fiscal 2024, we received proceeds of $9.5 million from the release of funds held in escrow related to the sale of the Renal Care business during fiscal 2022.

•Purchases of equity investments and convertible notes – During fiscal 20252026, andwe purchased $134.0 million in investments, predominantly related to a noncontrolling equity investment in a non-U.S.-based healthcare product manufacturer. During fiscal 2024,2025, we purchased $10.8 million and $1.5 million, respectively, in equity investments and convertible notes related to funding the development of intellectual property and access to new markets. For more information on our equity investments, refer to Note 3 to our consolidated financial statements titled, "Business Acquisitions and Divestitures."

•Acquisition of businesses, net of cash acquired – During fiscal 20252026 and 2024,2025, we used $54.1$20.1 million and $546.3$54.1 million, respectively, to acquire businesses. For more information on these acquisitions refer to Note 3 to our consolidated financial statements titled, "Business AcquisitionsAcquisitions, Divestitures, and Divestitures.Investments."

•Payments on term loans – During fiscal 2025 and 2024,2025, we repaid $638.1 million and $60.0 million of our term loans, respectively.loans. Our fiscal 2025 repayments were made with the proceeds from the sale of the Dental segment and funds generated from our operations. For more information on our term loans, refer to Note 8 to our consolidated financial statements titled, "Debt."

•Payments on Private Placement Senior Notes – During fiscal 20252026 and 2025, we repaid $125.0 million and $80.0 million of Private Placement Senior Notes.Notes, respectively, upon maturity. For more information on our Private Placement Senior Notes, refer to Note 8 to our consolidated financial statements titled, "Debt."

As you read the MD&A, it may be helpful to refer to information in our consolidated financial statements contained herein, which present the results of our operations for the first ninethree months of fiscal 20262027 and fiscal 2025.2026. It may also be helpful to refer to our Annual Report on Form 10-K for the year ended March 31, 2025,2026, which was filed with the Securities and Exchange Commission ("SEC") on May 29, 2025,2026, including information in Item 1, "Business," Part I, Item 1A, "Risk Factors," and Note 12 to our consolidated financial statements titled, "Commitments and Contingencies," and Part II, Item 1A, "Risk Factors" of this Quarterly Report, for a discussion of some of the matters that can adversely affect our business and results of operations.

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

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

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

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

We operate and report our financial information in three reportable business segments: Healthcare, AST, and Life Sciences. Previously, we had four reportable business segments; however, as a result of the divestiture of our Dental segment, Dental is presented as discontinued operations. Historical information has been retrospectively adjusted to exclude discontinued operations for comparability, as required. For more information, refer to Note 4 to our consolidated financial statements titled, "Discontinued Operations." Non-allocated operating costs that support the entire Company and items not indicative of operating trends are excluded from segment operating income. We describe our business segments in Note 1110 to our consolidated financial statements titled, "Business Segment Information."

Acquisitions and Divestitures.Acquisitions. During the first ninethree months of fiscal 2026,2027, we completed twothree tuck-in acquisitions, recorded at fair value, which continued to expand our product and service offerings in the Healthcare segment. Total aggregate consideration was approximately $23.4$17.3 million.million, including deferred consideration and the fair value of potential contingent consideration.

During the first ninethree months of fiscal 2025,2026, we completed severala tuck-in acquisitions, recorded at fair value,acquisition which continued to expand our product and service offerings in the Healthcare and AST segments.segment. Total aggregate consideration was approximately $53.7$15.0 million.

Acquisition and integration expenses totaled $3.3 million and $5.1$1.5 million for the three and nine months ended DecemberJune 31,30, 2025, respectively.2026. Acquisition and integration expenses totaled $3.8 million and $9.2$0.5 million for the three and nine months ended DecemberJune 31,30, 2024, respectively.2025. Acquisition and integration expenses are reported in the Selling, general and administrative expenses lineand Cost of revenues lines of our Consolidated Statements of Income and include, but are not limited to, investment banker, advisory, legal and other professional fees, and certain employee-related expenses.

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

Highlights. Revenues increased 9.2%7.3% to $1,496.2$1,492.7 million for the three months ended DecemberJune 31,30, 2025,2026, as compared to $1,370.6 million for the same period in the prior year. Revenues increased 9.3% to $4,347.5 million for the nine months ended December 31, 2025, as compared to $3,979.0$1,391.1 million for the same period in the prior year. The increase during the three and nine month periodsperiod reflects the benefits of higher volume in the Healthcare and pricing,Life withSciences segments, and pricing across all three segments contributing to growth.segments.

Gross profit percentage for the third quarter of fiscal 2026 was 43.8% compared to the gross profit percentage for the third quarter of fiscal 2025 of 44.5%. Gross profit percentage for the first ninethree months of fiscal 20262027 was 44.4%45.8% compared to the gross profit percentage for the first ninethree months of fiscal 20252026 of 44.3%.45.1%. The decreaseincrease in gross profit percentage for the three month period reflects favorable impacts from pricing, productivity and other cost reductions that were more than offset by unfavorable impacts from tariffs, inflation and mix. The increase in gross profit percentage for the nine month period reflects favorable impacts from pricing, productivity and other cost reductionsmix that were partially offset by unfavorable impacts from tariff and inflation costs.inflation.

Income from operations for the thirdfirst quarterthree months of fiscal 20262027 was $273.2$285.8 million, compared to income from operations of $245.3 million for the third quarter of fiscal 2025. Income from operations for the first nine months of fiscal 2026 was $785.0 million, compared to income from operations of $650.5$246.0 million for the first ninethree months of fiscal 2025.2026. The increase in income from operations for the three and nine month periodsperiod is primarily due to increased volumepricing, volume, and pricing,productivity, which waswere partially offset by inflation and tariffadditional costs.spending Additionally,on incomeoperational frominvestments operationsand during the first nine months of fiscal 2026 reflected the benefit of lower restructuring expenses.staffing.

Cash flows from operations were $1,006.0$367.1 million and free cash flow was $737.6$279.6 million for the first ninethree months of fiscal 20262027, compared to cash flows from operations of $887.3$420.0 million and free cash flow of $588.1$326.5 million for the first ninethree months of fiscal 20252026 (see the subsection below titled "Non-GAAP Financial Measures" for additional information and related reconciliation of cash flows from operations to free cash flow). The fiscal 20262027 increasedecrease in cash flows from operations and free cash flow resulted from ana increasesignificantly inlower earningscontribution whenfrom working capital partially offset by higher net income compared towith thefiscal prior year. Free cash flow was also favorably impacted by a decrease in capital expenditures when compared to the same prior year period.2026.

Our debt-to-total capital ratio was 21.1%20.9% at DecemberJune 31,30, 20252026 and 23.6%21.3% at March 31, 2025.2026. During the first ninethree months of fiscal 2026,2027, we declared and paid cash dividends totaling $1.83$0.63 per ordinary share.

Additional information regarding our financial performance during the thirdfirst quarter of fiscal 20262027 is included in the subsection below titled “Results of Operations.”

The following table summarizes the calculation of our free cash flow for the ninethree months ended DecemberJune 31,30, 20252026 and 20242025:

In the following subsections, we discuss our earnings and the factors affecting earnings for the first ninethree months of fiscal 20262027 compared to the same fiscal 20252026 periods.period. We begin with a general overview of our operating results and then separately discuss earnings for our operating segments.

Revenues. The following tables compare our revenues for the three and nine months ended DecemberJune 31,30, 20252026 to the revenues for the three and nine months ended DecemberJune 31,30, 20242025:

Revenues increased 9.3%7.3% to $4,347.5$1,492.7 million for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to $3,979.0$1,391.1 million for the same period in the prior year. The increase reflects the benefits of higher volume in the Healthcare and pricing,Life withSciences segments, and pricing across all three segments contributing to growth.segments.

Service revenues increased 11.8%7.8% for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to the same period in the prior year, reflecting growth in all three segments. Consumable revenues increased by 7.5%9.0% for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to the same period in the prior year, reflecting growth in the Healthcare and Life Sciences segments. Capital equipment revenues increased 6.1%3.0% for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to the same period in the prior year, driven by growth in the Healthcare and Life Sciences and Healthcare segments.

United StatesIreland revenues increased 8.8%28.7% to $3,188.0$29.0 million for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to $2,929.0$22.5 million for the same period in the prior year, reflecting growth in service, consumable,capital equipment, and capital equipmentconsumable revenues.

RevenuesUnited fromStates other foreign locationsrevenues increased 10.4%6.3% to $1,083.0$1,090.6 million for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to $980.9$1,025.6 million for the same period in the prior year.year, The increase reflectsreflecting growth in allservice, regions.consumable and capital equipment revenues.

OperatingGross Expenses.Profit. The following tabletables comparescompare our operatinggross expensesprofit for the three and nine months ended DecemberJune 31,30, 20252026 to the three and nine months ended DecemberJune 31,30, 20242025:

Operating Expenses. The following table summarizescompares our total pre-tax restructuringoperating expenses recorded duringfor the three andmonths nineended June 30, 2026 to the three months ended DecemberJune 31,30, 2025 and 2024 related to the Restructuring Plan:

The Restructuring Plan expenses incurred during the three and nine months ended DecemberJune 31,30, 2025 and 2024 primarily related to actions taken within our Healthcare segment.and AST segments. Total pre-tax restructuring expense of $109.8$110.1 million has been recorded relating to the Restructuring Plan since inception, of which $33.3$33.9 million has been recorded in Cost of revenues. Additional costs with respect to our Restructuring Plan are not expected to be significant during fiscal 2026.

Non-Operating Expenses, Net. Non-operating expenses, net consists of interest expense on debt, offset by interest earned on cash, cash equivalents, short-term investment balances, losses (gains) related to disposal activities, and other miscellaneousexpense (income) expense.related to our equity investments, including our equity earnings and amortization of basis differences arising from our investments. The following tables compare our net non-operating expenses, net for the three months ended June 30, 2026 and 2025:

Interest expense decreased $4.2 million and $23.5$0.1 million during the thirdfirst quarter and first nine months of fiscal 2026, respectively,2027, as compared to the same prior year periods,period, primarily due to the lower principal amount of debt outstanding. For more information, refer to Note 76 to our consolidated financial statements titled, "Debt."

Interest and miscellaneous income increased $0.4 million and $2.1$1.4 million during the third quarter and first ninethree months of fiscal 2026, respectively,2027, when compared to the same prior year periods.period.

Income Taxes. The following tables compare our tax expense and effective income tax rates for the three and nine months ended DecemberJune 31,30, 20252026 and 20242025: