STERIS plc

For a complete discussion of the Company's risk factors, you should carefully review the risk factors included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which was filed with the SEC on May 29, 2026. There have been no material changes to the risk factors set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, except with regard to the risk factors set forth below related to the Xodus Medical Acquisition.

The Purchase Agreement may be terminated in accordance with its terms and the Xodus Medical Acquisition may not be completed.

The Xodus Medical Acquisition is subject to a number of conditions, including, among others: the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of any required approvals under other applicable antitrust laws; the absence of governmental orders or laws prohibiting closing; the accuracy of each party’s representations and warranties (subject to specified materiality and material adverse effect standards); and each party’s performance of its obligations in all material respects. These conditions may not be fulfilled in a timely manner or at all, and governmental authorities may condition their approval on divestitures or other remedies, any of which could delay or prevent the closing, increase costs or reduce the anticipated benefits of the Xodus Medical Acquisition.

Either STERIS or the sellers may terminate the Purchase Agreement if the Xodus Medical Acquisition has not been completed by July 12, 2027 (automatically extended to January 11, 2028 if required regulatory approvals remain outstanding) and in certain other circumstances. If the Xodus Medical Acquisition is not completed for any reason, STERIS will have incurred significant transaction-related costs and devoted substantial management time and resources, without realizing any of the anticipated benefits, which could materially and adversely affect STERIS’s business, financial condition, results of operations and the market price of its ordinary shares.

Uncertainty about the Xodus Medical Acquisition may adversely affect the businesses of STERIS and Xodus Medical while the Xodus Medical Acquisition is pending.

Uncertainty about the effect of the Xodus Medical Acquisition may cause key employees to leave and Customers, suppliers and other business partners to delay decisions or seek to change or terminate their relationships with STERIS or Xodus Medical. In addition, the Purchase Agreement restricts Xodus Medical from taking certain actions without STERIS’s consent before the closing, which may prevent Xodus Medical from pursuing business opportunities. STERIS and Xodus Medical may also become subject to litigation or regulatory inquiries relating to the Xodus Medical Acquisition, which could result in additional costs, delay the closing or divert management’s attention.

STERIS expects to incur substantial additional indebtedness to finance the Xodus Medical Acquisition, which could adversely affect its business and financial condition.

As of September 30, 2026, STERIS had approximately $1.9 billion of indebtedness outstanding, and it expects to incur approximately $2.0 billion of additional indebtedness to finance the Xodus Medical Acquisition. This additional indebtedness will heighten the risks described under “Our debt level or access to credit markets may limit our financial and business flexibility” in STERIS’s Annual Report on Form 10-K. The terms of any permanent financing will depend on market conditions at the time and may be less favorable than anticipated, and the agreements governing it are expected to contain covenants that may restrict STERIS’s operations. If STERIS is unable to obtain permanent financing on acceptable terms, it may be required to draw on the bridge facility, which would likely carry higher costs and shorter maturities. Furthermore, STERIS’s ability to service this indebtedness will depend in part on Xodus Medical achieving its anticipated results and Xodus Medical’s actual results may differ materially from expectations.