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Sotera Health Co

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

SHC$16.01+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001822479-26-000047

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-03.

0001822479-26-000058

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 161 previous paragraphs and 157 current paragraphs.

78 unchanged; 65 reworded; 13 added; 17 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

Net revenues were $324.9 million for the three months ended September 30, 2026, an increase of $13.6 million, or 4.4%, as compared to the three months ended September 30, 2025. Changes in foreign currency exchange rates had no material impact on consolidated net revenues for thethree months ended September 30, 2026 compared with thethree months ended September 30, 2025.

Current report

Other income, net increased $2.7 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The fluctuation was mainly driven by favorable changes in the fair value of embedded derivatives incertain of Nordion’s customer and supply contracts.

Current report

Nine Months Ended September 30, 2026 as compared to Nine Months Ended September 30, 2025

Current report

The following table compares our revenues by type for the nine months ended September 30, 2026 to the nine months ended September 30, 2025.

Current report

Product revenues increased $5.8 million, or 4.7%, to $129.3 million for the nine months ended September 30, 2026 as compared to $123.5 million for the nine months ended September 30, 2025. The increase was primarily driven by favorable pricing and volume/mix.

Current report

The following table compares our cost of revenues by type for the nine months ended September 30, 2026 to the nine months ended September 30, 2025.

Current report

Other income, net increased $0.4 million, or 6.1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, mainly arising from higher pension income in the Nordion segment.

Current report

Nelson Labs net revenues were $60.6 million for the three months ended September 30, 2026, an increase of $4.9 million, or 8.8%, as compared to the three months ended September 30, 2025. The increase was attributable to volume and mix of 6.6% and a favorable impact from pricing of 2.6%, partially offset by changes in foreign currency exchange rates.

Current report

Nordion segment income was $33.7 million for the three months ended September 30, 2026, a decrease of $4.3 million, or 11.4%, as compared to the three months ended September 30, 2025. The decrease in segment income was driven by unfavorable volume/mix due to the timing of Co-60 harvest schedules and changes in foreign currency exchange rates, partially offset by favorable pricing. Segment income margin improved, driven by operational productivity and favorable pricing, partially offset by inflation.

Current report

Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025

Current report

Cash used in financing activities decreased $75.4 million to net cash used of $17.0 million for the nine months ended September 30, 2026 compared to net cash used of $92.4 million for the nine months ended September 30, 2025. The decrease in cash used in financing activities was mainly attributable to a $75.0 million voluntary principal paydown in September 2025 in connection with Amendment No. 6 to the Credit Agreement.
Removed paragraphs (17)

Previous report

Product revenues increased $6.0 million, or 16.0%, to $43.1 million for the three months ended June 30, 2026 as compared to $37.1 million for the three months ended June 30, 2025. The increase was driven by higher revenues from Co-60 in the Nordion segment due to the timing of reactor harvest schedules and favorable pricing, partially offset by changes in foreign currency exchange rates.

Previous report

Other income, net decreased $3.0 million, or 51.0%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, mainly arising from an unfavorable decrease in the net fair value of Nordion’s embedded derivatives for the three months ended June 30, 2026 compared to the same period of the prior year.

Previous report

Six Months Ended June 30, 2026 as compared to Six Months Ended June 30, 2025:

Previous report

The following table compares our net revenues by type for the six months ended June 30, 2026 to the six months ended June 30, 2025:

Previous report

Net revenues were $601.4 million for the six months ended June 30, 2026, an increase of $52.6 million, or 9.6%, as compared to the six months ended June 30, 2025. Excluding the impact of foreign currency exchange rates, net revenues for the six months ended June 30, 2026 increased approximately 7.4% compared with the six months ended June 30, 2025.

Previous report

The following table compares our total cost of revenues by type for the six months ended June 30, 2026 to the six months ended June 30, 2025:

Previous report

Other income, net decreased $2.3 million, or 37.1%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, mainly arising from an unfavorable change in the net fair value of Nordion’s embedded derivatives for the six months ended June 30, 2026 compared to the same period of the prior year.

Previous report

Nelson Labs net revenues were $112.6 million for the six months ended June 30, 2026, an increase of $3.2 million, or 2.9%, as compared to the six months ended June 30, 2025. The increase is attributable to favorable impacts from pricing and changes in foreign currency exchange rates of 2.8% and 2.0%, respectively, partially offset by an unfavorable change in volume and mix.

Previous report

Nordion segment income was $51.7 million for the six months ended June 30, 2026, an increase of $10.8 million, or 26.4%, as compared to the six months ended June 30, 2025. The increase in segment income and segment income margin was primarily driven by higher volume and mix due to favorable Co-60 harvest schedule timing, along with favorable changes in pricing and foreign currency exchange rates, partially offset by inflation.

Previous report

Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025

Previous report

Cash used in financing activities increased $0.2 million to net cash used of $15.2 million for the six months ended June 30, 2026 compared to $15.0 million for the six months ended June 30, 2025. The increase in cash used in financing activities was mainly attributable to a $5.4 million increase in cash used in shares withheld for employee taxes on equity awards, partially offset by a $4.0 million decrease in cash paid for repayments of debt and a $1.4 million decrease in cash paid for debt issuance costs.
Reworded paragraphs (65)

Previous wording

For the three and six months ended June 30, 2026, respectively, we recorded net revenues of $321.4 million and $601.4 million, net income of $53.6 million and $80.2 million, Adjusted Net Income of $74.0 million and $126.3 million, and Adjusted EBITDA of $165.7 million and $300.4 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 (loss), please see “Non-GAAP Financial Measures.”

Current wording

For the three and nine months ended September 30, 2026, respectively, we recorded net revenues of $324.9 million and $926.3 million, net income of $58.4 million and $138.6 million, Adjusted Net Income of $82.5 million and $208.8 million, and Adjusted EBITDA of $170.7 million and $471.1 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 net income to each of these non-GAAP financial measures, please see “Non-GAAP Financial Measures.”

Previous wording

Service revenues increased $38.7 million, or 8.1%, to $519.9 million for the six months ended June 30, 2026 as compared to $481.2 million for the six months ended June 30, 2025. The growth in net service revenues was primarily driven by pricing in the Sterigenics and Nelson Labs segments, favorable volume/mix in the Sterigenics and Nordion segments and changes in foreign currency exchange rates.

Current wording

Service revenues increased $21.6 million, or 8.4%, to $277.1 million for the three months ended September 30, 2026 as compared to $255.5 million for the three months ended September 30, 2025. The increase in net service revenues was primarily driven by pricing in the Sterigenics and Nelson Labs segments and favorable volume/mix across all three segments.

Previous wording

Product revenues increased $13.8 million, or 20.4%, to $81.5 million for the six months ended June 30, 2026 as compared to $67.7 million for the six months ended June 30, 2025. The increase was driven by higher revenues from Co-60 in the Nordion segment due to the timing of reactor harvest schedules and favorable pricing.

Current wording

Product revenues decreased $8.0 million, or 14.3%, to $47.8 million for the three months ended September 30, 2026 as compared to $55.8 million for the three months ended September 30, 2025. The decrease was driven by lower revenues from Co-60 in the Nordion segment due to the timing of reactor harvest schedules.

Previous wording

Total cost of revenues accounted for approximately 44.6% and 43.4% of our consolidated net revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Total cost of revenues accounted for approximately 44.4% and 43.0% of our consolidated net revenues for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Cost of service revenues increased $13.5 million, or 12.0%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was driven by higher employee compensation costs and depreciation from capital assets recently placed into service. Changes in foreign currency exchange rates resulted in an unfavorable impact to cost of service revenues for the three months ended June 30, 2026.

Current wording

Cost of service revenues increased $12.8 million, or 11.2%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase was primarily driven by higher employee compensation costs, depreciation from capital assets recently placed into service, and inflation.

Previous wording

Cost of product revenues increased $2.1 million, or 14.9%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily a result of higher volumes of Co-60 shipments due to the timing of reactor harvest schedules, which resulted in increases in direct material and transportation costs.

Current wording

Cost of product revenues decreased $2.4 million, or 12.4%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decrease was primarily driven by a decline in direct material costs arising from lower volumes of Co-60 shipments due to the timing of reactor harvest schedules.

Previous wording

SG&A expenses decreased $0.7 million, or 1.1%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, driven mainly by a decrease in litigation and other professional services expenses.

Current wording

SG&A expenses increased $0.8 million, or 1.3%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, driven mainly by higher employee compensation costs.

Previous wording

Amortization of intangible assets decreased $18.6 million to $6.0 million, or 75.4%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.

Current wording

Amortization of intangible assets decreased $0.1 million, or 2.8%, to $3.0 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decline was primarily due to changes in foreign currency exchange rates.

Previous wording

Interest expense, net decreased $6.2 million, or 15.4%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a lower interest rate on our Term Loan and a $75.0 million principal paydown. The weighted average interest rate on our outstanding debt was 6.49% and 7.49% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Interest expense, net decreased $5.0 million, or 12.8%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, due to a lower interest rate on our Term Loans and a $75.0 million principal paydown in September 2025. The weighted average interest rate on our outstanding debt was 6.44% and 7.25% for thethree months ended September 30, 2026 and 2025, respectively.

Previous wording

Foreign exchange gain was $3.7 million for the three months ended June 30, 2026 as compared to a loss of $0.6 million for the three months ended June 30, 2025. The change in foreign exchange (gain) loss in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions and certain assets and liabilities denominated in currencies other than the functional currency of our operating entities.

Current wording

Foreign exchange gain, net was $1.1 million for the three months ended September 30, 2026 as compared to $1.5 million for the three months ended September 30, 2025. The change in foreign exchange gain, net in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions and certain assets and liabilities denominated in currencies other than the functional currency of our operating entities.

Previous wording

Provision for income taxes increased $13.5 million to a net provision of $24.4 million for the three months ended June 30, 2026 as compared to $10.9 million for the three months ended June 30, 2025. The change was primarily attributable to higher pre-tax income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, partially offset by a decrease in the impact of the valuation allowance attributable to the limitation on the deductibility of interest expense.

Current wording

Provision for income taxes increased $0.8 million to a net provision of $25.3 million for the three months ended September 30, 2026 as compared to $24.5 million for the three months ended September 30, 2025. The change was primarily attributable to higher pre-tax income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, partially offset by a decrease in the impact of permanent differences and the valuation allowance attributable to the limitation on the deductibility of interest expense.

Previous wording

Provision for income taxes for the three months ended June 30, 2026 differed from the federal 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). Income tax expense for the three months ended June 30, 2025 differed from the statutory rate primarily due to the valuation allowance attributable to the limitation on the deductibility of interest expense, the impact of the foreign rate differential and current year permanent tax differences, partially offset by a benefit for state income taxes.

Current wording

Provision for income taxes for the three months ended September 30, 2026 differed from the federal 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). Income tax expense for the three months ended September 30, 2025 differed from the statutory ratedue 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.

Previous wording

Net income for the three months ended June 30, 2026 was $53.6 million as compared to net income of $8.0 million for the three months ended June 30, 2025 due to the factors described above. Adjusted Net Income was $74.0 million for the three months ended June 30, 2026, as compared to $56.1 million for the three months ended June 30, 2025, and Adjusted EBITDA was $165.7 million for the three months ended June 30, 2026 as compared to $150.7 million for the three months ended June 30, 2025. 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 September 30, 2026 was $58.4 million, as compared to net income of $48.4 million for the three months ended September 30, 2025 due to the factors described above. Adjusted Net Income was $82.5 million for the three months ended September 30, 2026, as compared to $75.3 million for the three months ended September 30, 2025. Adjusted EBITDA was $170.7 million for the three months ended September 30, 2026, as compared to $164.2 million for the three months ended September 30, 2025. 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

The following table sets forth the components of our results of operations for the six months ended June 30, 2026 and 2025.

Current wording

The following table sets forth the components of our results of operations for the nine months ended September 30, 2026 and 2025.

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 (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.”

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, 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 $321.4 million for the three months ended June 30, 2026, an increase of $27.0 million, or 9.2%, as compared to the three months ended June 30, 2025. Excluding the impact of foreign currency exchange rates, net revenues for the three months ended June 30, 2026 increased approximately 8.0% compared with the three months ended June 30, 2025.

Current wording

Net revenues were $926.3 million for the nine months ended September 30, 2026, an increase of $66.1 million, or 7.7%, as compared to the nine months ended September 30, 2025. Excluding the impact of foreign currency exchange rates, net revenues for the nine months ended September 30, 2026 increased approximately 6.3% compared with thenine months ended September 30, 2025.

Previous wording

Service revenues increased $21.1 million, or 8.2%, to $278.3 million for the three months ended June 30, 2026 as compared to $257.2 million for the three months ended June 30, 2025. The growth in net service revenues was primarily driven by pricing in the Sterigenics and Nelson Labs segments, favorable volume/mix across all three segments and changes in foreign currency exchange rates.

Current wording

Service revenues increased $60.3 million, or 8.2%, to $797.0 million for the nine months ended September 30, 2026 as compared to $736.7 million for the nine months ended September 30, 2025. The increase in net service revenues was primarily driven by pricing in the Sterigenics and Nelson Labs segments, favorable volume/mix across all three segments as well as changes in foreign currency exchange rates.

Previous wording

Total cost of revenues accounted for approximately 46.0% and 45.0% of our consolidated net revenues for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Total cost of revenues accounted for approximately 45.4% and 44.2% of our consolidated net revenues for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Cost of service revenues increased $24.7 million, or 11.2%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was driven by higher employee compensation costs, depreciation from capital assets recently placed into service, as well as expenditures for facility maintenance and direct materials. Changes in foreign currency exchange rates also had an unfavorable impact to cost of service revenues for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current wording

Cost of service revenues increased $37.5 million, or 11.2%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase was primarily driven by higher employee compensation costs and depreciation from capital assets recently placed into service. Direct materials, energy, facility maintenance and professional services costs also contributed to the increase in cost of service revenues. Changes in foreign currency exchange rates had an unfavorable impact to cost of service revenues for the nine months ended September 30, 2026.

Previous wording

Cost of product revenues increased $4.8 million, or 18.7%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily a result of higher volumes of Co-60 shipments due to the timing of reactor harvest schedules, which resulted in increases in direct material and transportation costs.

Current wording

Cost of product revenues increased $2.4 million, or 5.3%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase was primarily attributable to higher direct material and transportation costs.

Previous wording

SG&A expenses increased $4.4 million, or 3.3%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily driven by higher employee compensation costs mainly attributable to share-based compensation expense, partially offset by a decrease in litigation and other professional services expenses.

Current wording

SG&A expenses increased $5.3 million, or 2.7%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase was primarily driven by higher employee compensation costs, mainly attributable to share-based compensation expense, partially offset by lower litigation and professional services expenses.

Previous wording

Amortization of intangible assets decreased $6.3 million to $3.0 million, or 67.6%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.

Current wording

Amortization of intangible assets decreased $18.7 million, or 67.3%, to $9.1 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The decline was primarily due to certain intangible assets that were fully amortized in May 2025.

Previous wording

Interest expense, net decreased $12.4 million, or 15.2%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 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 was 6.56% and 7.53% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Interest expense, net decreased $17.4 million, or 14.4%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to a lower interest rate on our Term Loans and a $75.0 million principal paydown in September 2025. The weighted average interest rate on our outstanding debt was 6.52% and 7.46%for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Loss on refinancing of debt for the three months ended June 30, 2026 was $0.9 million related to Amendment No. 7 to the Credit Agreement. Loss on refinancing of debt for the three months ended June 30, 2025 was $0.1 million related to Amendment No. 5 to the Credit Agreement. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans. In addition, certain new debt issuance costs and discounts were expensed in connection with the Credit Agreement amendments.

Current wording

Loss on refinancing of debt for the nine months ended September 30, 2026 was $0.9 million related to Amendment No. 7 to the Credit Agreement. Loss on refinancing of debt for the nine months ended September 30, 2025 was $1.2 million related to Amendments No. 5 and No. 6 to the Credit Agreement. These refinancing activities resulted in the write-off of certain unamortized debt issuance costs and discounts on the Term Loans. In addition, certain new debt issuance costs and discounts were expensed in connection with the Credit Agreement amendments.

Previous wording

Foreign exchange gain was $4.3 million for the six months ended June 30, 2026 as compared to a $0.9 million loss for the six months ended June 30, 2025. The change in foreign exchange (gain) loss in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions and certain assets and liabilities denominated in currencies other than the functional currency of our operating entities.

Current wording

Foreign exchange gain, net was $5.4 million for the nine months ended September 30, 2026 as compared to $0.6 million for the nine months ended September 30, 2025. The change in foreign exchange gain, net in our Consolidated Statements of Operations and Comprehensive Income mainly relates to short-term gains and losses on transactions and certain assets and liabilities denominated in currencies other than the functional currency of our operating entities.

Previous wording

Provision for income taxes increased $31.1 million to a net provision of $40.4 million for the six months ended June 30, 2026 as compared to $9.4 million for the six months ended June 30, 2025. The change was primarily attributable to higher pre-tax income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, partially offset by a decrease in the impact of the valuation allowance attributable to the limitation on the deductibility of interest expense.

Current wording

Provision for income tax increased $31.9 million to a net provision of $65.8 million for the nine months ended September 30, 2026 as compared to $33.9 million for the nine months ended September 30, 2025. The change was primarily attributable to higher pre-tax income for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, partially offset by a decrease in the impact of permanent differences and the valuation allowance attributable to the limitation on the deductibility of interest expense.

Previous wording

Provision for income taxes for the six months ended June 30, 2026 differed from the federal 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). Income tax expense for thesix months ended June 30, 2025 differed from the statutory rate primarily due to the valuation allowance attributable to the limitation on the deductibility of interest expense, the impact of the foreign rate differential and current year permanent tax differences, partially offset by a benefit for state income taxes.

Current wording

Provision for income taxes for the nine months ended September 30, 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 nine 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.

Previous wording

Net income for the six months ended June 30, 2026 was $80.2 million as compared to net loss of $5.3 million for the six months ended June 30, 2025 due to the factors described above. Adjusted Net Income was $126.3 million for the six months ended June 30, 2026 as compared to $95.1 million for the six months ended June 30, 2025, and Adjusted EBITDA was $300.4 million for the six months ended June 30, 2026, as compared to $272.6 million for the six months ended June 30, 2025. 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 nine months ended September 30, 2026 was $138.6 million, as compared to net income of $43.1 million for the nine months ended September 30, 2025 due to the factors described above. Adjusted Net Income was $208.8 million for the nine months ended September 30, 2026, as compared to $170.4 million for the nine months ended September 30, 2025. Adjusted EBITDA was $471.1 million for the nine months ended September 30, 2026, as compared to $436.8 million for the nine months ended September 30, 2025. 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 (loss), 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, the nearest GAAP equivalent. For example, Adjusted Net Income and Adjusted EBITDA primarily exclude:

Previous wording

•expenses incurred in connection with the secondary offering of our common stock and other shareholder activities;

Current wording

•expenses incurred in connection with secondary offerings of our common stock and other shareholder activities;

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 (loss) 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 and other GAAP measures.

Previous 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:

Current 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:

Previous wording

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

Current wording

(a)Represents share-based compensation expense related to employees and non-employee Directors.

Previous wording

(b) Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Refinancing Term Loans and the Revolving Credit Facility.

Current wording

(b)Represents the write-off of unamortized debt issuance costs and discounts, as well as certain other costs incurred related to the Term Loans and the Revolving Credit Facility.

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

(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.

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

(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.

Previous wording

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

Current wording

(e)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.

Current 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 19, “Commitments and Contingencies” of our 2025 Form 10-K.

Previous wording

(g) 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.

Current wording

(g)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

(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.

Showing the first 40 of 65 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Net Income, Adjusted Net Income and Adjusted EBITDA
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Loss on refinancing of debt for the six months ended June 30, 2026 was $0.9 million related to Amendment No. 7 to the Credit Agreement. Loss on refinancing of debt for the six months ended June 30, 2025 was $0.1 million related to Amendment No. 5 to the Credit Agreement. The refinancing activity resulted in the write off of certain unamortized debt issuance costs and discounts on the Term Loans. In addition, certain new debt issuance costs and discounts were expensed in connection with the Credit Agreement amendments.