AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Technical support, an installed equipment base and a global AST network are established capabilities, but the passages do not demonstrate structural protection against competitors.
durability · — · Neither enduring customer switching burdens nor durable intellectual-property exclusivity is established. Penalty-free cancellation and limited proprietary protection constrain the hypotheses.
customer dependency · — · Maintenance, sterilization and validation support serve important customer activities, but their importance does not establish dependence specifically on STERIS.
erosion resilience · — · Realized pricing is favorable, while AST volume decline and segment cost pressure are contrary signals. Neither establishes the resilience of an identifiable structural moat.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 3/4 · AST achieved mid-single-digit pricing contributions in the nine months ended December 2025 and the June 2026 quarter. Life Sciences also realized higher prices, and consolidated gross profit benefited. These are observed outcomes reported by the issuer; AST's latest volume decline limits conclusions about demand elasticity.
retention · 2/4 · Indirect evidence is mixed: multi-year segment revenue growth, installed equipment support and earlier AST volume growth support continuing demand, but latest AST volume declined and maintenance contracts permit penalty-free cancellation. Aggregate growth does not identify repeat customers or establish renewal rates.
margin resilience · 2/4 · Consolidated gross profit percentage improved from 45.1% to 45.8%, with pricing, productivity and mix offsetting inflation. However, AST and Life Sciences margins declined as costs and productivity weakness outweighed pricing benefits. Resilience is mixed and cannot be attributed to pricing alone.
contractual freedom · — · Purchase-order arrangements and customer cancellation rights are disclosed, but they do not establish STERIS's ability to change prices or terms during an agreement. Realized price increases do not resolve the missing contractual rights.
Predictability100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.98
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 3.21
Financial strength90
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 85.91
- netDebtEbitGrade
- 72.92
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 100.00
- Debt / FCF (x)
- 1.99
- Net debt / operating income (x)
- 1.35
- Interest coverage (x)
- 18.15
- Current ratio (x)
- 2.09
Capital allocation86
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 10.57
- 3-year average dilution (%)
- -0.51
- 3-year average SBC / revenue (%)
- 1.06
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Fiscal 2026 operating cash flow of $1,341.4 million supported $369.0 million of capital expenditure and $982.9 million of free cash flow. Latest quarterly operating cash also covered disclosed investment and financing outflows. Against this, the X-ray accelerator impairment and $110.1 million cumulative restructuring expense demonstrate investment setbacks; project returns and buyback value creation are not established.
incentive alignment · 3/4 · Actual fiscal 2026 awards were linked to adjusted EBIT and free cash flow, with disclosed targets, reconciliations and approved payouts. Premium-priced options, multi-year vesting, ownership requirements and anti-hedging safeguards support alignment. Adjusted metrics exclude material costs, and executive ownership compliance is missing; exceptional alignment is not established.
execution · 3/4 · Reported multi-year segment growth, fiscal 2026 cash generation and latest quarterly operating income growth provide strong operating evidence, assessed indirectly from company results. Restructuring and impairment costs, AST volume decline and segment margin pressure temper the assessment. Management's market-share claim is not treated as demonstrated comparative performance.
governance · 3/4 · Disclosed arrangements include an independent chairman, predominantly independent board, independent principal committees, annual director elections and compensation safeguards. Actual director attendance exceeded 75%, and no reportable related-person transactions were disclosed. These support strong governance practices, without proving exceptional oversight outcomes or adoption of pending shareholder proposals.
Evidence
Our products and services range from infection prevention consumables and capital equipment, as well as services to maintain that equipment, to the repair of re-usable procedural instruments, to outsourced instrument reprocessing services.
Business / Healthcare products and services · Filed 29/05/2026
Our technical professionals support Customers in all phases of product development, materials testing, and process validation.
Business / AST technical support and process validation · Filed 29/05/2026
We also offer preventive maintenance and separately priced extended warranty agreements to our Customers, which require us to maintain and repair products over the duration of the contract.
Revenue recognition / Maintenance and extended warranties · Filed 29/05/2026
Within our AST segment, Service revenues include contract sterilization and laboratory services, as well as service support for our installed base of capital equipment.
Revenue recognition / AST installed equipment support · Filed 29/05/2026
On a service line basis, competitors include BBraun, Crothall, Olympus and Pentax.
Business / Healthcare service competitors · Filed 29/05/2026
Generally, these contract terms are cancellable without penalty and range from one to five years.
Revenue recognition / Contract duration and cancellation · Filed 29/05/2026
Sales contracts for contract sterilization and laboratory services are primarily based on a Customer’s purchase order and associated Customer agreement, and revenues are generally recognized upon completion of the service.
Revenue recognition / AST purchase orders and customer agreements · Filed 29/05/2026
The constant currency organic growth of 4.7% is primarily due to increased pricing, impacting revenues by a mid-single digit percentage, partially offset by a decline in volume.
MD&A / AST organic pricing and volume, quarter ended June 30, 2026 · Filed 07/08/2026
Product and Service Related Regulations and Claims We are subject to extensive regulatory requirements and must receive and maintain regulatory clearance or approval for many products and operations.
Risk factors / Regulatory clearance and approval requirements · Filed 29/05/2026
We rely on a combination of patents, trademarks, trade secrets, know-how, and confidentiality agreements to protect the proprietary aspects of our technology.
Risk factors / Intellectual-property protections · Filed 29/05/2026
On a product basis, competitors include 3M, Baxter, Boston Scientific, Belimed, Ecolab, Fortive, Getinge, Karl Storz, Olympus, Ruhof, SteelCo, Stryker, Skytron and Wassenburg.
Business / Healthcare product competitors · Filed 29/05/2026
The increase in gross profit percentage for the three month period reflects favorable impacts from pricing, productivity and mix that were partially offset by unfavorable impacts from inflation.
MD&A / Realized pricing, productivity, mix and inflation · Filed 07/08/2026
These measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information.
Risk factors / Limited intellectual-property protection · Filed 29/05/2026
Competition is intense in all of our business segments and includes many large and small competitors.
Business / Competition across segments · Filed 29/05/2026
Failure to receive or maintain, or delays in receiving, clearance or approvals may negatively impact our revenues, profitability, financial condition, or value.
Risk factors / Consequences of unavailable regulatory approvals · Filed 29/05/2026
The constant currency organic growth of 8.5% is primarily due to increased pricing and volume, with pricing impacting revenues by a mid-single digit percentage, and volume impacting revenues by a low-single digit percentage, with service growth partially offset by a decline in capital equipment.
MD&A / AST pricing and volume, nine months ended December 31, 2025 · Filed 06/02/2026
The constant currency organic growth of 7.9% is primarily due to increased volume, impacting revenues by a mid-single digit percentage, as well as increased pricing, impacting revenues by a low-single digit percentage.
MD&A / Life Sciences organic pricing and volume · Filed 07/08/2026
Gross profit percentage for the first three months of fiscal 2027 was 45.8% compared to the gross profit percentage for the first three months of fiscal 2026 of 45.1%.
MD&A / Consolidated gross profit percentage · Filed 07/08/2026
Operating margin declined as higher depreciation expense, lower productivity and unfavorable labor inflation more than offset the benefit provided by higher pricing.
MD&A / AST margin erosion despite pricing · Filed 07/08/2026
Operating margin declined as lower productivity and higher materials cost more than offset the benefits of higher pricing and volume.
MD&A / Life Sciences margin erosion despite pricing and volume · Filed 07/08/2026
Year Ended March 31, 2026 (in millions) Healthcare AST Life Sciences Corporate Company Revenues $ 4,208.6 $ 1,138.5 $ 588.8 $ — $ 5,935.9 Segment expenses Cost of revenues 2,422.5 552.8 262.7 Selling, general, and administrative 652.3 57.7 65.0 Research and development 97.5 3.3 10.3 Total income from operations before adjustments $ 1,036.4 $ 524.7 $ 251.0 $ (430.1) $ 1,381.9 Less: Adjustments Amortization of acquired intangible assets (1) 265.0 Acquisition and integration related charges (2) 6.2 Tax restructuring costs (3) 0.5 Amortization of inventory and property "step up" to fair value (1) 5.0 Restructuring charges (4) 3.4 Total income from operations $ 1,101.8 Year Ended March 31, 2025 (in millions) Healthcare AST Life Sciences Corporate Company Revenues $ 3,878.7 $ 1,038.6 $ 542.3 $ — $ 5,459.5 Segment expenses Cost of revenues 2,204.1 516.7 243.7 Selling, general, and administrative 610.0 52.5 59.8 Research and development 93.1 3.8 9.4 Total income from operations before adjustments $ 971.5 $ 465.6 $ 229.4 $ (399.0) $ 1,267.5 Less: Adjustments Amortization of acquired intangible assets (1) 273.8 Acquisition and integration related charges (2) 11.2 Tax restructuring costs (3) 0.1 Amortization of inventory and property "step up" to fair value (1) 5.4 Restructuring charges (4) 62.3 Illinois EO litigation settlement (5) 48.2 Total income from operations $ 866.6 92 STERIS PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended March 31, 2024 (in millions) Healthcare AST Life Sciences Corporate Company Revenues $ 3,613.0 $ 954.0 $ 571.7 $ — $ 5,138.7 Segment expenses Cost of revenues 2,083.9 458.4 283.9 Selling, general, and administrative 568.0 51.7 58.2 Research and development 89.8 4.1 8.3 Total income from operations before adjustments $ 871.4 $ 439.7 $ 221.3 $ (348.5) $ 1,184.0 Less: Adjustments Amortization of acquired intangible assets (1) 266.4 Acquisition and integration related charges (2) 25.5 Tax restructuring costs (3) 0.6 Net loss on divestiture of businesses (1) 0.9 Amortization of inventory and property "step up" to fair value (1) 10.0 Restructuring charges (4) 44.4 Total income from operations $ 836.1 (1) For more information regarding our recent acquisitions and divestitures, refer to Note 3 titled, "Business Acquisitions, Divestitures, and Investments" (2) Acquisition and integration related charges include transaction costs and integration expenses associated with acquisitions.
Segment note / Fiscal 2024–2026 revenue and operating results · Filed 29/05/2026
Twelve Months Ended March 31, 2026 2025 (Unaudited) (Unaudited) Calculation of Free Cash Flow (in millions): Cash flows from operating activities $ 1,341.4 $ 1,148.1 Purchases of property, plant, equipment, and intangibles, net (369.0 ) (370.1 ) Proceeds from the sale of property, plant, equipment, and intangibles 10.5 9.2 Free Cash Flow $ 982.9 $ 787.2 Notice of Annual Meeting of Shareholders and 2026 Proxy Statement A-1 Table of Contents STERIS plc 70 SIR JOHN ROGERSON’S QUAY DUBLIN 2, IRELAND (COMPANY NUMBER 595593) ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via the Internet.
Appendix A / Operating cash flow, capital expenditure and free cash flow reconciliation · Filed 11/06/2026
5 Table of Contents STERIS PLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited) Three Months Ended June 30, 2026 2025 Operating activities: Net income $ 201.0 $ 178.0 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 123.8 119.4 Deferred income taxes 0.6 — Share-based compensation expense 12.8 11.9 Other items 11.2 14.5 Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: Accounts receivable, net 90.0 119.2 Inventories, net (73.3) (42.5) Other current assets (8.0) 18.9 Accounts payable 4.3 9.8 Accruals and other, net 4.8 (9.2) Net cash provided by operating activities 367.1 420.0 Investing activities: Purchases of property, plant, equipment, and intangibles (87.5) (93.6) Proceeds from the sale of property, plant, equipment, and intangibles — 0.1 Purchase of investments (5.0) — Acquisition of businesses, net of cash acquired (16.0) (15.0) Net cash used in investing activities (108.5) (108.5) Financing activities: Payments on Private Placement Senior Notes — (125.0) Payments under credit facilities, net (37.8) (30.5) Acquisition related deferred or contingent consideration (0.1) (0.1) Repurchases of ordinary shares (115.5) (10.6) Cash dividends paid to ordinary shareholders (61.4) (56.2) Stock option and other equity transactions, net 1.3 9.3 Net cash used in financing activities (213.5) (213.1) Effect of exchange rate changes on cash and cash equivalents (2.3) 9.6 Increase in cash and cash equivalents 42.8 108.0 Cash and cash equivalents at beginning of period 439.6 171.7 Cash and cash equivalents at end of period $ 482.3 $ 279.7 See notes to consolidated financial statements.
Cash flow statement / Investment, financing and shareholder distributions · Filed 07/08/2026
The Restructuring 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.
Restructuring note / Strategic shift and X-ray accelerator impairment · Filed 07/08/2026
Total pre-tax restructuring expense of $110.1 million has been recorded relating to the Restructuring Plan since inception, of which $33.9 million has been recorded in Cost of revenues.
Restructuring note / Cumulative restructuring expense · Filed 07/08/2026
Year Ended March 31, 2026 0% Threshold 100% Target 200% Maximum Weighting Twelve Months Adjusted Attainment % Weighting Attainment % Adjusted EBIT $ 1,167.3 $ 1,373.3 $ 1,510.6 75% $ 1,381.9 106.3 79.7 Adjusted FCF $ 626.8 $ 835.7 $ 1,044.6 25% $ 1,006.2 181.6 45.4 Total 125.1 56 Notice of Annual Meeting of Shareholders and 2026 Proxy Statement Table of Contents Executive Compensation: Compensation Discussion and Analysis A reconciliation of the Adjusted EBIT and Adjusted FCF used to determine the targets and actual achievement for the year ended March 31, 2026 is provided below: Year Ended March 31, 2026 Total Company EBIT Actual (in millions) Free Cash Flow Actual (in millions) Metric, as reported(1) $ 1,101.8 $ 982.9 Adjustments for comparability: Illinois EO litigation settlement $ — $ 15.1 Amortization of inventory and property “step up” to fair value $ 5.0 $ — Amortization of acquired intangible assets $ 265.0 $ — Acquisition, integration and tax structuring related expenses $ 6.7 $ 5.1 Restructuring charges $ 3.4 $ 3.0 Metric on comparable basis to target(2) $ 1,381.9 $ 1,006.2 (1) As reported in our earnings for fiscal 2026, EBIT is equal to Income from Operations and Free Cash Flow is as presented within the non-GAAP financial measures in our external earnings reporting.
Executive compensation / Fiscal 2026 incentive targets, results and adjustments · Filed 11/06/2026
After also considering individual performance (including business unit performance where applicable) against the objectives for each named executive officer described above in the “2026 Compensation Decisions” section of this Compensation Discussion and Analysis, the Committee approved the following incentive compensation awards for fiscal year 2026: • Daniel Carestio—payment of $1,725,007, based on performance against applicable plan criteria and personal goals and objectives for fiscal 2026 (125.1% of target bonus opportunity); and • Five other named executive officers—an aggregate payment of $2,498,389, based on performance against the applicable plan criteria and individual goals and objectives (individual bonus payouts were all 125.1% of target bonus opportunity).
Executive compensation / Approved fiscal 2026 incentive awards · Filed 11/06/2026
Beginning in fiscal 2019, option exercise prices for all executive and other employee stock option awards have been fixed at 110% of the closing price of our shares on the grant date.
Executive compensation / Historical premium-priced option grants · Filed 11/06/2026
Stock option awards to employees generally vest and become nonforfeitable in increments of 25% per year over a four-year period, with full vesting four years after the date of grant.
Equity incentive plan / Four-year option vesting · Filed 11/06/2026
● ● ● ● ● ● ● ● 〇 89% Notice of Annual Meeting of Shareholders and 2026 Proxy Statement 5 Table of Contents Proxy Summary: Governance Highlights Governance Highlights • Strong Board independence (all but one of our directors and director nominees are independent); • All members of the Audit, Compensation and Organization Development and Nominating and Governance Committees are independent; • Annual election of directors; • Board conducts annual self-evaluation; • Independent non-employee Chairman of the Board; if the Company does not have an independent Chairman, a lead independent director will preside over executive sessions of independent directors (which will occur at least every other regularly scheduled Board meeting); • Robust stock ownership guidelines for non-employee directors, officers and other key employees; • Clawback policies applicable in specified situations to incentive compensation and equity awards; • No hedging or pledging or short sales of our shares is permitted by our directors, officers or employees; • Annual compensation risk assessment; • Incentive-based compensation programs linked to Company performance; and • No shareholder rights plan (Poison Pill).
Governance highlights / Independence, elections, ownership and compensation safeguards · Filed 11/06/2026
30 Notice of Annual Meeting of Shareholders and 2026 Proxy Statement Table of Contents Board of Directors Information: Board Meetings and Committees Meetings Each incumbent director attended more than 75% in the aggregate of all meetings of the Board of Directors and the Committees on which they served while in office during fiscal 2026.
Board meetings / Fiscal 2026 director attendance · Filed 11/06/2026
Related Person Transactions Since the beginning of fiscal 2026, we have not been a participant in, and there are not currently proposed, any related person transactions (within the meaning of, and required to be disclosed under, Item 404(a) of Regulation S-K).
Governance / Related-person transaction disclosures · Filed 11/06/2026
Income from operations for the first three months of fiscal 2027 was $285.8 million, compared to income from operations of $246.0 million for the first three months of fiscal 2026.
MD&A / Quarterly reported operating income · Filed 07/08/2026
We delivered broad-based growth across all segments, supported by sustained demand for our products and services and continued market share gains driven by the strength of our portfolio and commercial capabilities.
Proxy summary / Management assertion of sustained demand and market-share gains · Filed 11/06/2026
Our AST segment supports medical device and pharmaceutical manufacturers through a global network of contract sterilization and laboratory testing facilities, and integrated sterilization equipment and control systems.
Business / AST global facility network · Filed 29/05/2026
Set meaningful stock ownership guidelines for the CEO (6 times base salary) and other executives: 4 times base salary for CFO, 3 times base salary for other Senior Vice Presidents, 2 times base salary for other corporate Vice Presidents and certain other employees at or above specified grade levels, and 1 times base salary for certain other employees (see “Compensation Governance - Officer Stock Ownership Policy” later in this Compensation Discussion and Analysis).
Compensation governance / Executive stock ownership requirements · Filed 11/06/2026
