Sotera Health Co

Previous wording

For the three and nine months ended September 30, 2025, respectively, we recorded net revenues of $311.3 million and $860.2 million, net income of $48.4 million and $43.1 million, Adjusted Net Income of $75.3 million and $170.4 million, and Adjusted EBITDA of $164.2 million and $436.8 million. Adjusted Net Income and Adjusted EBITDA are financial measures not based on any standardized methodology prescribed by GAAP. For the definition of Adjusted Net Income and Adjusted EBITDA and the reconciliation of these non-GAAP measures from net income, please see “Non-GAAP Financial Measures.”

Current wording

For the three months ended March 31, 2026, we recorded net revenues of $280.0 million, net income of $26.6 million, Adjusted Net Income of $52.4 million and Adjusted EBITDA of $134.7 million. Adjusted Net Income and Adjusted EBITDA are financial measures not based on any standardized methodology prescribed by U.S. Generally Accepted Accounting Principles (“GAAP”). For the definition of Adjusted Net Income and Adjusted EBITDA and the reconciliation of these non-GAAP measures from net income (loss), please see “Non-GAAP Financial Measures.”

Previous wording

(a)Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our calculation of Adjusted Net Income and Adjusted EBITDA, including information about their limitations as tools for analysis and a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income and Adjusted EBITDA, please see the reconciliation included below in “Non-GAAP Financial Measures.”

Current wording

(a)Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our calculation of Adjusted Net Income and Adjusted EBITDA, including information about their limitations as tools for analysis and a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income and Adjusted EBITDA, please see the reconciliation included below in “Non-GAAP Financial Measures.”

Previous wording

Net revenues were $311.3 million in the three months ended September 30, 2025, an increase of $25.8 million, or 9.1%, as compared with the three months ended September 30, 2024. Excluding the impact of foreign currency exchange rates, net revenues in the three months ended September 30, 2025 increased approximately 8.0% compared with the three months ended September 30, 2024.

Current wording

Net revenues were $280.0 million for the three months ended March 31, 2026, an increase of $25.5 million, or 10.0%, as compared with the three months ended March 31, 2025. Excluding the impact of foreign currency exchange rates, net revenues for the three months ended March 31, 2026 increased approximately 6.5% compared with the three months ended March 31, 2025.

Previous wording

Service revenues increased $33.7 million, or 4.8%, to $736.7 million in the nine months ended September 30, 2025 as compared to $703.0 million in the nine months ended September 30, 2024. The growth in net service revenues was primarily driven by favorable pricing in the Sterigenics and Nelson Labs segments, favorable volume/mix in the Sterigenics and Nordion segments and improvements in volume/mix related to core lab testing services in the Nelson Labs segment. Further contributing to these growth factors was a favorable impact from foreign currency exchange rates. Partially offsetting these factors was a decline in expert advisory services revenue in the Nelson Labs segment.

Current wording

Service revenues increased $17.7 million, or 7.9%, to $241.6 million for the three months ended March 31, 2026, as compared to $223.9 million for the three months ended March 31, 2025. Net service revenue growth was driven by favorable pricing in the Sterigenics and Nelson Labs segments, an increase in volume/mix in the Sterigenics and Nordion segments and a benefit from changes in foreign currency exchange rates across all segments, partially offset by a decline in volume and mix in the Nelson Labs segment.

Previous wording

Total cost of revenues accounted for approximately 43.0% and 44.6% of our consolidated net revenues for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Total cost of revenues accounted for approximately 47.5% and 46.8% of our consolidated net revenues for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

SG&A expenses increased $1.3 million, or 2.1%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The change was the result of an increase litigation and other professional services expense associated with EO sterilization facilities, partially offset by a decline in share-based compensation expense.

Current wording

SG&A expenses increased $5.2 million, or 8.2%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was mainly attributable to an increase in share-based compensation expense, partially offset by a decrease in litigation and other professional services expense associated with EO sterilization facilities.

Previous wording

Amortization of intangible assets decreased $12.4 million, or 80.1%, to $3.1 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.

Current wording

Amortization of intangible assets decreased $12.3 million, or 80.2% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.

Previous wording

On April 3, 2025, the Company agreed to resolve 97 pending and threatened EO claims in the State of Illinois. Pursuant to the terms of the April Term Sheet, which have been satisfied, the Company paid $30.9 million in September 2025 to settle the claims.

Current wording

On April 3, 2025, the Company agreed to resolve 97 pending and threatened EO claims in the State of Illinois. Pursuant to the terms of the term sheet, the Company agreed to pay $30.9 million to settle the claims.

Previous wording

Interest expense, net decreased $2.4 million, or 5.8%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to a lower interest rate on our Term Loan, partially offset by a decreased benefit from interest rate derivatives. The weighted average interest rate on our outstanding debt was 6.91% and 7.86% as of September 30, 2025 and 2024, respectively.

Current wording

Interest expense, net decreased $6.1 million, or 15.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to a lower variable interest rate on our Term Loan and a $75.0 million principal paydown. The weighted average interest rate on our outstanding debt for the three months ended March 31, 2026 and March 31, 2025 was 6.62% and 7.56%, respectively.

Previous wording

Foreign exchange gain was $1.5 million for the three months ended September 30, 2025 as compared to $1.1 million in the three months ended September 30, 2024. The change in foreign exchange gain in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions denominated in currencies other than the functional currency of our operating entities. As described in Note 15, “Financial Instruments and Financial Risk” to our consolidated financial statements, we enter into monthly U.S. dollar-denominated foreign currency forward contracts to manage foreign currency exchange rate risk related to our international subsidiaries.

Current wording

Foreign exchange gain was $0.6 million for the three months ended March 31, 2026 compared to a loss of $0.3 million for the three months ended March 31, 2025. The change in foreign exchange (gain) loss mainly relates to short-term gains and losses on transactions denominated in currencies other than the functional currency of our operating entities.

Previous wording

Provision for income taxes for the three months ended September 30, 2025 differed from the statutory rate due to recognition of the cumulative tax effects of the change in U.S. income tax laws under the OBBBA in the period of enactment associated with the accounting for the valuation allowance attributable to the limitation on the deductibility of interest expense. This was offset by the tax effects for a change in our indefinite reinvestment assertion with respect to a portion of our foreign earnings, the impact of the foreign rate differential and an increase in current year permanent tax differences. Provision for income taxes for the three months ended September 30, 2024 differed from the statutory rate primarily due to a net increase in the valuation allowance attributable to the limitation on the deductibility of interest expense, the foreign rate differential, and GILTI, partially offset by a benefit for state income taxes.

Current wording

Provision for income taxes for the three months ended March 31, 2026 differed from the statutory rate primarily due to the foreign rate differential, current year permanent differences, including foreign withholding taxes and other non-deductible items, and U.S. state income taxes (net of federal tax benefit). Provision for income taxes for the three months ended March 31, 2025 differed from the statutory rate primarily due to current year permanent differences, partially offset by the valuation allowance attributable to the limitation on the deductibility of interest expense and the impact of the foreign rate differential.

Previous wording

Net income for the three months ended September 30, 2025 was $48.4 million, as compared to net income of $17.0 million for the three months ended September 30, 2024 due to the factors described above. Adjusted Net Income was $75.3 million for the three months ended September 30, 2025, as compared to $48.9 million for the three months ended September 30, 2024. Adjusted EBITDA was $164.2 million for the three months ended September 30, 2025, as compared to $146.4 million for the three months ended September 30, 2024. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.

Current wording

Net income for the three months ended March 31, 2026 was $26.6 million, as compared to a net loss of $13.3 million for the three months ended March 31, 2025. Adjusted Net Income was $52.4 million for the three months ended March 31, 2026, as compared to $39.0 million for the three months ended March 31, 2025, due to the factors described above. Adjusted EBITDA was $134.7 million for the three months ended March 31, 2026, as compared to $121.8 million for the three months ended March 31, 2025, due to the factors described above. Please see “Non-GAAP Financial Measures” below for a reconciliation of Adjusted Net Income and Adjusted EBITDA to their most directly comparable financial measure calculated and presented in accordance with GAAP.

Previous wording

Adjusted Net Income and Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted Net Income and Adjusted EBITDA rather than net income, the nearest GAAP equivalent. For example, Adjusted Net Income and Adjusted EBITDA primarily exclude:

Current wording

Adjusted Net Income and Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted Net Income and Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. For example, Adjusted Net Income and Adjusted EBITDA primarily exclude:

Previous wording

In evaluating Adjusted Net Income and Adjusted EBITDA, you should be aware that in the future, we will incur expenses similar to the adjustments in this presentation. Our presentations of Adjusted Net Income and Adjusted EBITDA should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted Net Income and Adjusted EBITDA alongside other financial performance measures, including our net income and other GAAP measures.

Current wording

In evaluating Adjusted Net Income and Adjusted EBITDA, you should be aware that in the future, we will incur expenses similar to the adjustments in this presentation. Our presentations of Adjusted Net Income and Adjusted EBITDA should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted Net Income and Adjusted EBITDA alongside other financial performance measures, including our net income (loss) and other GAAP measures.

Previous wording

The following table presents a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP to Adjusted Net Income and Adjusted EBITDA, for each of the periods indicated:

Current wording

The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP to Adjusted Net Income and Adjusted EBITDA, for each of the periods indicated:

Previous wording

(a)Represents share-based compensation expense related to employees and Non-Employee Directors.

Current wording

(a)Represents share-based compensation expense to employees and Non-Employee Directors.

Previous wording

(c)Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion.

Current wording

(b)Represents the effects of (i) fluctuations in foreign currency exchange rates and (ii) non-cash mark-to-fair value of embedded derivatives relating to certain customer and supply contracts at Nordion.

Previous wording

(d)Represents (i) certain costs related to divestitures, acquisitions and the integration of acquisitions, (ii) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (iii) legal, consulting, and other fees associated with the secondary offerings and shareholder engagement.

Current wording

(c) Represents (i) certain costs related to divestitures, acquisitions and the integration of acquisitions, (ii) professional fees and other costs associated with business optimization, cost saving and other process enhancement projects, and (iii) legal, consulting, and other fees associated with secondary offerings and shareholder engagement.

Previous wording

(e)Represents litigation and other professional fees associated with our EO sterilization facilities.

Current wording

(d)Represents litigation and other professional fees associated with our EO sterilization facilities.

Previous wording

(f) Represents (i) the cost to settle 97 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on April 3, 2025 and (ii) the cost to settle 129 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on July 23, 2025. See Note 14, “Commitments and Contingencies.”

Current wording

(e) Represents the cost to settle 97 pending and threatened EO claims against Sterigenics in Illinois pursuant to the term sheet entered into on April 3, 2025.

Previous wording

(g)Represents non-cash accretion of ARO related to Co-60 gamma and EO sterilization facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset.

Current wording

(f)Represents non-cash accretion of ARO related to Co-60 gamma and EO processing facilities, which are based on estimated site remediation costs for any future decommissioning of these facilities and are accreted over the life of the asset.

Previous wording

(h)Represents the income tax impact of adjustments calculated based on the tax rate applicable to each item. We eliminate the effect of tax rate changes as applied to tax assets and liabilities and unusual items from our presentation of adjusted net income.

Current wording

(g) Represents the income tax impact of adjustments calculated based on the tax rate applicable to each item. We eliminate the effect of tax rate changes as applied to tax assets and liabilities and unusual items from our presentation of adjusted net income.

Previous wording

(i) Includes depreciation of Co-60 held at gamma irradiation sites, and excludes accelerated depreciation associated with business optimization activities.

Current wording

(h)Includes depreciation of Co-60 held at gamma irradiation sites and excludes accelerated depreciation associated with business optimization activities.

Previous wording

(j) Represents the difference between the income tax provision or benefit as determined under U.S. GAAP and the income tax provision or benefit associated with pre-tax adjustments described in footnote (h).

Current wording

(i) Represents the difference between the income tax provision as determined under U.S. GAAP and the income tax benefit associated with pre-tax adjustments described in footnote (g).

Previous wording

(m) $24.1 million and $25.8 million of the adjustments for the three months ended September 30, 2025 and 2024, respectively, and $72.7 million and $73.0 million of the adjustments for the nine months ended September 30, 2025 and 2024, respectively, are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations.

Current wording

(j) $26.3 million and $24.2 million of the adjustments for the three months ended March 31, 2026 and 2025, respectively, are included in cost of revenues, primarily consisting of amortization of intangible assets, depreciation, and accretion of asset retirement obligations.

Previous wording

We have three reportable segments: Sterigenics, Nordion and Nelson Labs. Our CODM evaluates performance and allocates resources within our business based on Segment Income, which excludes certain items which are included in income before tax as determined in our Consolidated Statements of Operations and Comprehensive Income. The accounting policies for our reportable segments are the same as those for the consolidated Company.

Current wording

We have three reportable segments: Sterigenics, Nordion and Nelson Labs. Our chief operating decision maker evaluates performance and allocates resources within our business based on segment income, which excludes certain items which are included in income (loss) before tax as determined in our Consolidated Statements of Operations and Comprehensive Income. The accounting policies for our reportable segments are the same as those for the consolidated Company.

Previous wording

Nordion is a leading global provider of Co-60 used in the sterilization and irradiation processes for the medical device, pharmaceutical, food safety, and high-performance materials industries, as well as in the treatment of cancer. In addition, Nordion is a leading global provider of gamma irradiation systems.

Current wording

Our Nordion business is a leading global provider of Co-60 used in the sterilization and irradiation processes for the medical device, pharmaceutical, food safety, and high-performance materials industries, as well as in the treatment of cancer. In addition, Nordion is a leading global provider of gamma irradiation systems.

Previous wording

As a result of the time required to meet regulatory and logistics requirements for delivery of radioactive products, combined with accommodations made to our customers to minimize disruptions to their operations during the installation of Co-60, Nordion sales patterns can often vary significantly from one quarter to the next. However, timing-related impacts on our sales performance tend to be resolved within several quarters, resulting in more consistent performance over longer periods of time. In addition, sales of gamma irradiation systems occur infrequently and tend to be for larger amounts.

Current wording

As a result of the time required to meet regulatory and logistics requirements for delivery of radioactive products, combined with accommodations that we make to our customers to minimize disruptions to their operations during the installation of Co-60, Nordion sales patterns can often vary significantly from one quarter to the next. In most cases, however, timing-related impacts on our sales performance tend to be resolved within several quarters, resulting in more consistent performance over longer periods of time. In addition, sales of gamma irradiation systems occur infrequently and tend to be for larger amounts. Nordion’s results of operations are also impacted by Co-60 harvest schedules.

Previous wording

Nelson Labs provides outsourced microbiological and analytical chemistry testing and advisory services for the medical device and pharmaceutical industries.

Current wording

Our Nelson Labs business provides outsourced microbiological and analytical chemistry testing and advisory services for the medical device and pharmaceutical industries.

Previous wording

The primary sources of liquidity for our business are cash flows from operations and borrowings under our credit facilities. As of September 30, 2025, we had $299.2 million of unrestricted cash and cash equivalents. This is an increase of $22.0 million from the balance at December 31, 2024. The increase in unrestricted cash and cash equivalents was a result of $184.1 million of cash flows provided by operating activities and a $14.9 million increase due to favorable change in foreign currency exchange rates, partially offset by $87.3 million in cash paid for capital expenditures and $92.4 million in cash used in financing activities. Our foreign subsidiaries held cash of approximately $230.6 million at September 30, 2025 and $259.8 million at December 31, 2024. No material restrictions exist to accessing cash held by our foreign subsidiaries notwithstanding any potential tax consequences.

Current wording

The primary sources of liquidity for our business are cash flows from operations and borrowings under our credit facilities. As of March 31, 2026, we had $315.9 million of cash and cash equivalents, a decrease of $30.5 million from the balance at December 31, 2025. The decrease in cash and cash equivalents was mainly attributable to the $34.0 million payment for the July 2025 Illinois EO litigation settlement, $46.2 million of cash paid for purchases of property, plant and equipment and $12.8 million of cash used in financing activities. This was partially offset by $63.4 million of cash flows provided by operating activities exclusive of the Illinois EO litigation settlement payment. Our foreign subsidiaries held cash of approximately $282.0 million at March 31, 2026 and $253.4 million at December 31, 2025. No material restrictions exist to accessing cash held by our foreign subsidiaries notwithstanding any potential tax consequences.

Previous wording

We expect that cash on hand, operating cash flows and amounts available under our credit facilities will provide sufficient working capital to operate our business, meet foreseeable liquidity requirements (inclusive of debt service on our long-term debt), make expected capital expenditures including investments in fixed assets to build and/or expand existing facilities, and meet litigation costs that we expect to continue to incur for at least the next twelve months and the foreseeable future thereafter. Our primary long-term liquidity requirements beyond the next 12 months will be to service our debt, make capital expenditures, and fund suitable business acquisitions. As of September 30, 2025, there were no outstanding borrowings on the Revolving Credit Facility. We expect any excess cash provided by operations will be allocated to fund capital expenditures, potential acquisitions, debt paydown or for other general corporate purposes. Our ability to meet future working capital, capital expenditures and debt service requirements will depend on our future financial performance, which will be affected by a range of macroeconomic, competitive and business factors, including interest rate changes and changes in our industry, many of which are outside of our control. As of September 30, 2025, our interest rate derivatives limit our cash flow exposure of our variable rate borrowings under the Term Loans. Refer to Note 15, “Financial Instruments and Financial Risk”, “Derivative Instruments” for additional information about changes in interest rate risk.

Current wording

We expect that cash on hand, operating cash flows and amounts available under our credit facilities will provide sufficient working capital to operate our business, meet foreseeable liquidity requirements (inclusive of debt service on our long-term debt), make expected capital expenditures including investments in fixed assets to build and/or expand existing facilities, and meet litigation costs that we expect to continue to incur for at least the next twelve months and the foreseeable future thereafter. Our primary long-term liquidity requirements beyond the next 12 months will be to service our debt, make capital expenditures, and fund suitable business acquisitions. As of March 31, 2026, there were no outstanding borrowings on the Revolving Credit Facility. We expect any excess cash provided by operations will be allocated to fund capital expenditures, potential acquisitions, or for other general corporate purposes. Our ability to meet future working capital, capital expenditures and debt service requirements will depend on our future financial performance, which will be affected by a range of macroeconomic, competitive and business factors, including interest rate changes and changes in our industry, many of which are outside of our control.

Previous wording

Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, Co-60 used by Sterigenics at its gamma irradiation facilities, cobalt development projects and information technology enhancements. During the nine months ended September 30, 2025, our capital expenditures amounted to $87.3 million, compared to $113.2 million for the nine months ended September 30, 2024.

Current wording

Our capital expenditure program is a component of our long-term strategy. This program includes, among other things, investments in new and existing facilities, business expansion projects, Co-60 used by Sterigenics at its gamma irradiation facilities, cobalt development projects and information technology enhancements. During the three months ended March 31, 2026, our capital expenditures amounted to $46.2 million, compared to $19.9 million for the three months ended March 31, 2025.

Previous wording

Cash used in investing activities decreased $28.7 million to net cash used of $84.4 million in the nine months ended September 30, 2025 compared to $113.1 million for the nine months ended September 30, 2024. The variance was primarily driven by a decrease in cash paid for capital expenditures of $25.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Current wording

Cash used in investing activities increased $25.2 million to net cash used of $45.1 million for the three months ended March 31, 2026 compared to $19.9 million for the three months ended March 31, 2025. The variance was mainly driven by an increase in capital expenditures of $26.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

On December 13, 2019, SHH entered into senior secured first lien credit facilities (the “Senior Secured Credit Facilities”), consisting of both a prepayable senior secured first lien term loan (the “Term Loan”) and a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) pursuant to a first lien credit agreement (as amended through Amendment No. 6 (as defined below), the “Credit Agreement”). Amendment No. 6 reduced the applicable interest rate margin under the Term Loan by 0.50%. The Senior Secured Credit Facilities also provide SHH the right at any time and under certain conditions to request incremental term loans or incremental revolving credit commitments based on a formula defined in the Senior Secured Credit Facilities.

Current wording

On December 13, 2019, SHH, our wholly owned subsidiary, entered into the Senior Secured Credit Facilities consisting of both the Term Loan and the Revolving Credit Facility pursuant to a first lien credit agreement. The total borrowing capacity under the Revolving Credit Facility is$600.0 million. The Senior Secured Credit Facilities also provide SHH the right at any time and under certain conditions to request incremental term loans or incremental revolving credit commitments based on a formula defined in the Senior Secured Credit Facilities.

Previous wording

Outstanding letters of credit are collateralized by encumbrances against the Revolving Credit Facility and the collateral pledged thereunder, or by cash placed on deposit with the issuing bank. As of September 30, 2025, the Company had $8.1 million of letters of credit issued against the Revolving Credit Facility, resulting in total availability under the Revolving Credit Facility of $591.9 million.

Current wording

Outstanding letters of credit are collateralized by encumbrances against the Revolving Credit Facility and the collateral pledged thereunder, or by cash placed on deposit with the issuing bank. As of March 31, 2026, the Company had $8.3 million of letters of credit issued against the Revolving Credit Facility, resulting in total availability under the Revolving Credit Facility of $591.7 million.

Previous wording

A comprehensive discussion of the Company’s critical accounting policies and management estimates made in connection with the preparation of the financial statements is included in Item 7 of the Company’s 2024 Form 10-K. There have been no significant changes in critical accounting policies, management estimates or accounting policies since the year ended December 31, 2024.

Current wording

A comprehensive discussion of the Company’s critical accounting policies and management estimates made in connection with the preparation of the financial statements is included in Item 7 of our 2025 Form 10-K. There have been no significant changes in critical accounting policies, management estimates or accounting policies since the year ended December 31, 2025.