STE 8-K Current Reports

Steris 8-K Report, Shareholder Vote Results (Aug 6, 2026)

At STERIS plc's 2026 Annual General Meeting of Shareholders, held July 31, 2026, shareholders elected nine directors to one-year terms, with the Board size reduced to nine members effective upon completion of the meeting. Holders of 89,909,204 Ordinary Shares, or 92.25% of the 97,457,680 shares outstanding and entitled to vote on the record date, were present in person or by proxy, constituting a quorum. Shareholders approved all seven proposals. These covered the director elections, ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending March 31, 2027, and Ernst & Young Chartered Accountants as Irish statutory auditor. They also covered authorizing the Board or Audit Committee to set the statutory auditor's remuneration, a non-binding advisory vote on named executive officer compensation, renewal of the Board's authority to issue authorized but unissued shares under Irish law, and renewal of the Board's authority to opt out of statutory pre-emption rights for cash share issuances. The say-on-pay proposal received 77,639,271 votes for and 8,493,021 against, with 163,736 abstentions and 3,613,176 broker non-votes. Several directors drew noticeably more opposition than others: Cynthia L. Feldmann received 11,102,333 votes against, while Christopher S. Holland received 7,117,534 and Dr. Mohsen M. Sohi received 7,215,557.

Aug 6, 2026 8-K/A

Earnings & ResultsFinancial EventsExhibits & Filings

Steris 8-K/A Report, Executive Changes (Aug 6, 2026)

STERIS plc (STE) filed this Current Report on Form 8-K/A on August 6, 2026 to amend its earlier Form 8-K filed May 7, 2026, which reported under Item 5.02 that the Board of Directors increased its size from nine to ten members on May 5, 2026 and elected Pierre Boulud as a Director effective that date. This amendment supplements that disclosure with Mr. Boulud's initial Board committee assignments and makes no other changes to the original filing. According to the filing, on July 31, 2026, Mr. Boulud was appointed to serve on the Audit Committee and the Compliance and Technology Committee of the Board. The filing does not disclose compensation arrangements, other financial results, or operational developments. For investors, this is a governance update: the Board has expanded to ten members, and a new director has been placed on the Audit Committee, which oversees financial reporting and controls, and on the Compliance and Technology Committee.

Aug 6, 2026 8-K

Steris 8-K Report, Financial Results (Aug 5, 2026)

STERIS plc (NYSE: STE) reported fiscal 2027 first quarter results for the quarter ended June 30, 2026. Total revenue increased 7% to $1.5 billion ($1,492.7 million) from $1,391.1 million, with constant currency organic revenue growth of 6%. As-reported net income attributable to shareholders was $200.1 million, or $2.04 per diluted share, versus $177.4 million, or $1.79 per diluted share, a year earlier. Adjusted net income was $253.4 million, or $2.59 per diluted share, compared with $231.2 million, or $2.34 per diluted share. Healthcare revenue grew 8% to $1.05 billion, AST revenue rose 6% to $297.6 million, and Life Sciences revenue rose 9% to $146.7 million. Net cash provided by operations fell to $367.1 million from $420.0 million, and free cash flow declined to $279.6 million from $326.5 million, which the company attributed primarily to a significantly lower working capital contribution. The company also announced a targeted consolidation of its formulated chemistries manufacturing and distribution into a new Center of Excellence in North Carolina, with anticipated closure of facilities in St. Louis, Missouri, and Plymouth, Minnesota. STERIS expects total pre-tax restructuring charges of approximately $55 million to $70 million, consisting of roughly $40 million to $50 million in cash expenditures and $15 million to $20 million in non-cash charges, mainly accelerated depreciation, with completion anticipated during fiscal 2030. These charges will be excluded from adjusted earnings. Management reiterated its fiscal 2027 revenue and earnings guidance, including as-reported revenue growth of 7-8%, constant currency organic revenue growth of 6-7%, and adjusted EPS of $11.10 to $11.30. Capital expenditure guidance rose to approximately $450 million from $375 million, and free cash flow guidance was lowered to approximately $800 million from $850 million.

Aug 5, 2026 8-K

Steris 8-K Report, Financial Results (May 11, 2026)

STERIS plc reported fiscal 2026 fourth-quarter and full-year results for the periods ended March 31, 2026, furnished under Item 2.02 of this Form 8-K as Exhibit 99.1. Full-year revenue from continuing operations rose 9% to $5.9 billion, and constant currency organic revenue growth was 7%. Fourth-quarter revenue increased 7% to $1.6 billion. As-reported diluted EPS from continuing operations was $7.93 for the year, up from $6.16, and adjusted diluted EPS was $10.17, up from $9.22. Management described fiscal 2026 as "another record year," citing a diversified customer base and growth in procedure volumes. Cash generation was strong. Net cash provided by operations was $1.34 billion for fiscal 2026, and free cash flow was $982.9 million, compared with $787.2 million in the prior year. Cash and cash equivalents rose to $439.6 million at March 31, 2026, and long-term indebtedness declined to $1.81 billion from $1.92 billion. The Board approved a new $1 billion share repurchase program to replace the prior authorization. For fiscal 2027, STERIS guided to as-reported revenue growth of 7-8% and constant currency organic revenue growth of 6-7%, with adjusted EPS of $11.10 to $11.30, an increase of 9-11%. Capital expenditures are expected to be about $375 million, including roughly $60 million over two years for a new sterility assurance plant in Mentor, Ohio, and free cash flow is projected at about $850 million.

May 11, 2026 8-K

Steris 8-K Report, Executive Changes (May 7, 2026)

STERIS plc (NYSE: STE) filed a Form 8-K reporting two board changes. On May 1, 2026, Richard C. Breeden notified the Company that he will not stand for reelection at the 2026 Annual General Meeting of Shareholders. The Company stated that his decision is not the result of any disagreement on matters related to its operations, policies or practices. He had served 18 years as a Director. On May 5, 2026, the Board increased its size from nine to ten members and appointed Pierre Boulud as a director, effective that date. Mr. Boulud, age 54, is CEO of bioMérieux, a biotechnology company focused on in vitro diagnostics, a role he has held since June 2023. He will receive a prorated fee of $76,989 for the remainder of the Board's 2025-26 term, payable in career restricted stock units under the Non-Employee Director Compensation Program, and will be eligible for the same indemnification program as other Board members. The appointment was announced in a press release dated May 7, 2026, furnished as Exhibit 99.1 under Regulation FD. The Chairman, Mohsen Sohi, said Mr. Boulud's leadership experience, global perspective, strategic acumen and operational expertise make him an excellent addition to the Board.

May 7, 2026 8-K

Steris 8-K Report, Executive Changes (Apr 6, 2026)

STERIS plc (STE) filed a Current Report on Form 8-K dated April 6, 2026, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on March 31, 2026, the Company and Michael J. Tokich, its former Chief Financial Officer, entered into an amendment to his Transition Agreement dated August 5, 2025. The Transition Agreement governs compensation and benefits Mr. Tokich receives for his post-executive employment with the Company. Under the amendment, Mr. Tokich will continue as a senior financial advisor on a part-time basis from April 1, 2026 through March 31, 2027 (the "Extended Advisor Period"). During that period his annual base salary will be reduced to $60,000, and he will be eligible for a cash bonus at the discretion of the Chief Executive Officer, subject to approval by the Compensation and Organization Development Committee. He will no longer be entitled to health and dental plan benefits or to life insurance, vacation, disability, or other employee benefit plans or programs. All other terms of the Transition Agreement remain in effect through the Extended Advisor Period. For investors, the filing is a limited executive-compensation disclosure rather than a change in company operations or financial results. It documents the terms of a former CFO's continuing advisory role and the reduced compensation package that applies during that role.

Apr 6, 2026 8-K

Steris 8-K Report, Financial Results (Feb 4, 2026)

STERIS plc reported fiscal 2026 third-quarter results for the quarter ended December 31, 2025. Total revenue from continuing operations rose 9% to $1.5 billion, from $1.4 billion a year earlier, and constant currency organic revenue growth was 8%. Net income from continuing operations attributable to shareholders was $192.9 million, or $1.96 per diluted share, compared with $1.75 per diluted share a year earlier. Adjusted net income was $249.4 million, or $2.53 per diluted share, versus $2.32 in the prior-year quarter. By segment, Healthcare revenue grew 9% to $1.1 billion, with operating income of $258.1 million, which the company said reflected improved volume, price, productivity and prior restructuring benefits, partly offset by tariff costs and inflation. Applied Sterilization Technologies (AST) revenue rose 11% to $286.6 million, with segment operating income of $129.2 million, and Life Sciences revenue increased 7% to $145.8 million, with operating income of $61.8 million. For the first nine months of fiscal 2026, free cash flow was $737.6 million, compared with $588.1 million a year earlier. The company maintained its fiscal 2026 outlook. It expects as-reported revenue from continuing operations to grow 8-9% and adjusted diluted EPS from continuing operations of $10.15 to $10.30. Estimated tariff impact on pre-tax profit increased to approximately $55 million from approximately $45 million. Capital expenditures are expected to be about $375 million and free cash flow about $850 million.

Feb 4, 2026 8-K

Earnings & ResultsLeadership ChangesShareholder Matters+1

Steris 8-K Report, Financial Results (Nov 5, 2025)

STERIS plc reported results for its fiscal 2026 second quarter ended September 30, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue from continuing operations rose 10% to $1,460.3 million from $1,328.9 million a year earlier, and constant currency organic revenue grew 9%. Income from continuing operations attributable to shareholders was $191.9 million, or $1.94 per diluted share, compared with $1.51 a year earlier. Adjusted EPS was $2.47 versus $2.14, and adjusted net income was $244.5 million versus $212.2 million. Management said performance exceeded expectations and margins improved despite several headwinds, including tariffs and inflation. All three segments grew revenue. Healthcare revenue rose 9% to $1,033.8 million, with service revenue up 13% and capital equipment up 4%. Applied Sterilization Technologies (AST) revenue rose 10% to $281.5 million, though capital equipment revenue fell 76%. Life Sciences revenue rose 13% to $145.0 million, with capital equipment revenue up 39%. Total segment operating income was not stated as a single figure, but Healthcare, AST and Life Sciences operating income were $259.5 million, $127.6 million and $59.9 million, respectively. Consolidated income from operations was $265.8 million versus $219.7 million. Free cash flow for the first half of fiscal 2026 was $527.7 million, compared with $344.5 million a year earlier. STERIS raised several fiscal 2026 targets. Constant currency organic revenue growth from continuing operations is now expected at 7-8%, up from 6-7%, and adjusted EPS from continuing operations is now expected at $10.15 to $10.30, up from $9.90 to $10.15. Reported revenue growth of 8-9% is unchanged, and free cash flow is now expected to be approximately $850 million, up from $820 million. The outlook includes an estimated $45 million pre-tax tariff headwind, unchanged from the prior outlook.

Nov 5, 2025 8-K

Steris 8-K Report, Financial Results (Aug 6, 2025)

STERIS plc (NYSE: STE) reported fiscal 2026 first-quarter results for the quarter ended June 30, 2025, with total revenue from continuing operations up 9% to $1.4 billion (1,391.1 million vs. 1,279.5 million). Constant currency organic revenue grew 8%. Net income from continuing operations attributable to shareholders was $177.4 million, or $1.79 per diluted share, versus $139.8 million, or $1.41, a year earlier. Adjusted net income was $231.2 million, or $2.34 per diluted share, compared with $2.03 in the prior-year quarter. Operating cash flow was $420.0 million and free cash flow was $326.5 million, versus $195.7 million a year earlier. Segment results showed growth across Healthcare, Applied Sterilization Technologies (AST) and Life Sciences. The company raised its fiscal 2026 revenue outlook to 8-9% growth, reported as revenue from continuing operations, from a prior 6-7%, citing roughly 200 basis points of favorable foreign currency. Constant currency organic growth expectations were unchanged at 6-7%, and adjusted EPS guidance was held at $9.90 to $10.15, with favorable currency offset by higher tariffs (now estimated at about $45 million pre-tax impact versus $30 million previously) and higher employee healthcare costs. Free cash flow guidance was raised to approximately $820 million from $770 million on working capital improvements. The filing also discloses a CFO transition: Michael J. Tokich resigned as Senior Vice President and CFO, and Karen Burton, the current Vice President and Chief Accounting Officer, will succeed him effective August 18, 2025. Tokich will serve as a senior financial advisor through March 31, 2026. At the July 31, 2025 annual meeting, shareholders elected all nine director nominees and approved the auditor ratification and non-binding say-on-pay proposal, among other matters.

Aug 6, 2025 8-K

Steris 8-K Report, Executive Changes (Jul 3, 2025)

STERIS plc (STE) filed a Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). On July 1, 2025, Dr. Richard Steeves notified the Company that he will retire from the Board of Directors effective on the date of the Company's Annual General Meeting of Shareholders, scheduled for July 31, 2025. He will not stand for re-election at that meeting. The filing states that Dr. Steeves' decision is not the result of any disagreement with the Company on matters related to its strategy, operations, policies or practices. The Company and the Board thanked him for his 10 years of service as a Director. For investors, this is a routine board transition with no financial figures, guidance, or operational developments disclosed in the filing. The principal item is the planned board vacancy following the July 31, 2025 Annual Meeting.

Jul 3, 2025 8-K

Steris 8-K Report, Financial Results (May 14, 2025)

STERIS plc (NYSE: STE) reported results for its fiscal 2025 fourth quarter and full year ended March 31, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Full-year revenue from continuing operations rose 6% to $5.5 billion (from $5.1 billion), with constant currency organic revenue growth also at 6%. As-reported diluted EPS from continuing operations was $6.16, up from $5.55, and adjusted EPS was $9.22, up from $8.20. Management described fiscal 2025 as "another record year." Fourth-quarter revenue rose 4% to $1.5 billion, and as-reported net income from continuing operations was $146.5 million, or $1.48 per diluted share, compared with $1.54 in the prior-year quarter. The quarter included a $48.2 million Illinois EO litigation settlement charge. Cash generation strengthened: operating cash flow was $1.15 billion and free cash flow was $787.2 million, versus $620.3 million a year earlier, driven primarily by working capital improvements. Balance sheet debt fell substantially, with long-term indebtedness of $1.92 billion at March 31, 2025, down from $3.12 billion, and the company made large term loan and credit facility repayments during the year. Repurchases of ordinary shares totaled $211.3 million for the year. For fiscal 2026, STERIS expects revenue from continuing operations to grow 6-7% on a reported basis, with currency expected to be neutral. Adjusted EPS from continuing operations is guided to $9.90 to $10.15, an increase of 7-10%. The outlook includes an estimated approximately $30 million pre-tax profit reduction from tariffs. Capital expenditures are expected to be about $375 million and free cash flow about $770 million.

May 14, 2025 8-K

Other Events

Steris 8-K Report, Corporate Update (Mar 3, 2025)

On March 3, 2025, Isomedix Operations, Inc., a subsidiary of STERIS plc, entered into binding confidential term sheets with plaintiffs' counsel and settlement agreements with several plaintiffs scheduled for trial. The agreements are expected to resolve substantially all pending personal injury claims related to ethylene oxide (EO) in the Circuit Court of Cook County, Illinois. Under the term sheets, Isomedix has entered into, and expects to enter into, additional agreements to pay up to $48.15 million to settle claims. The filing states that neither the term sheets nor the agreements are an admission of liability or an admission that emissions from the Waukegan, Illinois facility posed a safety hazard. The settlement will be funded with cash on hand and borrowings under the existing revolving credit facility, with settlement funds deposited into escrow with a mutually agreed escrow agent. A claims administration process, expected to take up to 10 months, will govern individual settlements. STERIS will record a charge for the settlement in the fiscal year ended March 31, 2025, and will exclude it from its fiscal 2025 adjusted earnings measures. Isomedix anticipates dismissal of all pending EO-related claims by covered plaintiffs once claims administration is complete and the court approves. Isomedix may exercise walkaway rights if agreed terms are not met, including if a substantial majority of plaintiffs do not agree to settle, are disqualified, or if the court does not approve the settlements. If it does so, Isomedix states it will continue to defend the litigation and reserves all legal and factual defenses.

Mar 3, 2025 8-K

Steris 8-K Report, Financial Results (Feb 5, 2025)

STERIS plc filed a Form 8-K on February 5, 2025 furnishing a press release (Exhibit 99.1) announcing results for its fiscal 2025 third quarter ended December 31, 2024. Third-quarter total revenue from continuing operations rose 6% to $1.37 billion ($1,370,570 thousand), with constant currency organic revenue also up 6%. As-reported diluted EPS from continuing operations was $1.75 versus $1.49 a year earlier, and adjusted diluted EPS was $2.32 versus $2.09. Healthcare revenue grew 7% to $976.0 million with operating income of $246.9 million, Applied Sterilization Technologies (AST) revenue grew 10% to $258.1 million, and Life Sciences revenue fell 7% to $136.4 million, mainly reflecting the April 1, 2024 divestiture of the CECS business. For the first nine months of fiscal 2025, net cash provided by operations was $887.3 million (versus $718.5 million) and free cash flow was $588.1 million (versus $457.0 million), which the company attributed primarily to improved working capital. Cash and cash equivalents fell to $155.2 million at December 31, 2024, while long-term indebtedness dropped to $2.04 billion from $3.12 billion at March 31, 2024, reflecting $638.1 million of term loan payments and $80.0 million of Private Placement Senior Notes payments in the nine-month period. Management updated its fiscal 2025 outlook. As-reported revenue growth is now expected to be approximately 6%, versus prior expectations of 6.5% to 7.5%, primarily due to unfavorable forward currency rates and lower-than-anticipated Healthcare capital equipment revenue. Adjusted EPS from continuing operations is now expected at $9.05 to $9.15, versus the prior $9.05 to $9.25, with an approximately ten-cent negative currency impact. The outlook excludes any potential impact from new tariffs.

Feb 5, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Steris 8-K Report, Financial Results (Nov 6, 2024)

STERIS plc (NYSE: STE) filed a Form 8-K on November 6, 2024 furnishing Exhibit 99.1, a press release announcing financial results for its fiscal 2025 second quarter ended September 30, 2024. Total revenue from continuing operations rose 7% to $1.33 billion ($1,328,912 thousand) from $1.24 billion a year earlier, and constant currency organic revenue from continuing operations also grew 7%. As-reported diluted EPS from continuing operations was $1.51 versus $1.20, and adjusted diluted EPS was $2.14 versus $1.86. Healthcare, the largest segment, grew revenue 9% to $944.2 million with operating income of $228.0 million, while Applied Sterilization Technologies (AST) revenue rose 9% to $256.7 million but its segment operating income slipped to $109.9 million from $110.8 million, citing higher labor and energy costs and a loss on a large capital equipment sale. Life Sciences revenue fell 4% to $127.9 million, reflecting the April 1, 2024 divestiture of the CECS business, though constant currency organic revenue rose 3%. Balance sheet and cash flow changes were significant over the period. Net cash from operations for the first half of fiscal 2025 was $554.5 million, and free cash flow was $344.5 million, up from $284.7 million. Long-term indebtedness fell to $2.16 billion at September 30, 2024 from $3.12 billion at March 31, 2024, following $809.9 million of proceeds from sale of businesses and $638.1 million of term loan payments. Management reiterated its full-year fiscal 2025 outlook: as-reported revenue growth of 6.5-7.5%, constant currency organic revenue growth of 6-7%, adjusted EPS from continuing operations of $9.05 to $9.25, capital expenditures of about $360 million, and free cash flow of about $700 million.

Nov 6, 2024 8-K

Steris 8-K Report, Material Agreement (Oct 7, 2024)

STERIS plc (STE), together with STERIS Corporation, STERIS Limited and STERIS Irish FinCo Unlimited Company, entered into a new credit agreement dated October 7, 2024 with various lenders and JPMorgan Chase Bank, N.A. as administrative agent. The agreement provides a $1,100 million revolving credit facility (the "Revolver") that replaces the existing credit agreement dated March 19, 2021. Proceeds are to be used for general corporate purposes and working capital needs. The Revolver supports revolving credit borrowings, swing line borrowings and letters of credit, and may be increased by up to $625 million at the lenders' discretion. It matures five years after October 7, 2024. Interest is based on the Base Rate or Relevant Rate plus an Applicable Margin tied to STERIS's Debt Rating, and Alternative Currency Advances are limited to the equivalent of $625 million. The agreement includes customary covenants, including limits on leverage and a required minimum interest coverage ratio, as well as customary events of default, including change of control. The filing states that the Company and its subsidiaries maintain other banking relationships with a number of the lenders. The full agreement is filed as Exhibit 10.1, with certain schedules omitted under Item 601(a)(5) of Regulation S-K.

Oct 7, 2024 8-K

Steris 8-K Report, Financial Results (Aug 6, 2024)

STERIS plc filed this Form 8-K on August 6, 2024 to furnish a press release (Exhibit 99.1) announcing financial results for its fiscal 2025 first quarter ended June 30, 2024. Total revenue from continuing operations rose 8% to $1.28 billion ($1,279.5 million) from $1.18 billion, and constant currency organic revenue grew 6%. Income from continuing operations was $139.9 million, or $1.41 per diluted share, versus $130.6 million, or $1.31 per diluted share, a year earlier. Adjusted net income was $201.7 million, or $2.03 per diluted share, compared with $182.5 million, or $1.84 per diluted share. Reported income from operations declined to $185.5 million from $197.8 million, reflecting $25.7 million of restructuring expenses on the income statement. Segment performance was mixed but generally positive. Healthcare revenue grew 10% to $901.2 million with operating income of $216.9 million, supported by higher volume, favorable pricing and the addition of surgical instrumentation assets purchased from BD. Applied Sterilization Technologies revenue rose 7% to $249.8 million, and Life Sciences revenue fell 2% to $128.5 million following the April 1, 2024 divestiture of the CECS business. Operating cash flow was $303.7 million and free cash flow was $195.7 million, down from $214.5 million, which the company attributed primarily to the timing of capital spending. Total long-term indebtedness fell to $2.24 billion from $3.12 billion at March 31, 2024, after payments on term loans of $638.1 million and proceeds from sale of businesses of $809.6 million. Management reiterated its fiscal 2025 outlook: reported revenue from continuing operations to increase 6.5% to 7.5%, constant currency organic revenue growth of 6% to 7%, and adjusted EPS from continuing operations of $9.05 to $9.25 versus $8.20 in fiscal 2024. The outlook also projects capital expenditures of about $360 million and free cash flow of about $700 million. Management hosted a conference call on August 7, 2024.

Aug 6, 2024 8-K

Earnings & ResultsFinancial EventsExhibits & Filings

Steris 8-K Report, Shareholder Vote Results (Aug 1, 2024)

STERIS plc held its 2024 Annual General Meeting of Shareholders on August 1, 2024. Holders of 92,479,253 Ordinary Shares, or 93.55% of the 98,853,221 shares outstanding on the record date, were present in person or by proxy, which constituted a quorum. Shareholders voted on seven proposals, and the filing reports the final results of the inspector of election. All ten board nominees were elected to one-year terms. Each received more votes for than against, though the level of support varied. Dr. Esther M. Alegria received 87,479,377 votes for and 1,303,862 against, while Cynthia L. Feldmann received 81,958,610 for and 6,825,562 against. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending March 31, 2025, with 82,980,785 votes for and 9,462,713 against. Ernst & Young Chartered Accountants was appointed as statutory auditor under Irish law, and the Board or Audit Committee was authorized to set its remuneration. Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement dated June 12, 2024, with 82,283,019 votes for and 6,478,744 against. Shareholders also approved the renewal of the Board's authority to issue authorized but unissued shares under Irish law, with 91,164,220 votes for, and the renewal of its authority to opt out of statutory pre-emption rights for share issuances for cash, with 84,584,590 votes for and 7,683,370 against.

Aug 1, 2024 8-K

Regulation FD

Steris 8-K Report, Regulation FD Disclosure (May 31, 2024)

STERIS plc (STE) filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to report that the Transaction announced in its April 11, 2024 Form 8-K has closed. On May 31, 2024, STERIS Corporation, a wholly owned subsidiary, and certain affiliates completed the sale of STERIS's Dental business segment to HuFriedy Group Holding LLC, an affiliate of Peak Rock Capital LLC. The purchase price under the Equity Purchase Agreement is $787.5 million, subject to customary adjustments, plus up to an additional $12.5 million in contingent payment if the Dental business achieves certain revenue targets in fiscal year 2025. STERIS intends to use the proceeds primarily to repay debt. The filing is a short disclosure with no new financial results. The principal investor takeaways are the completed divestiture, the cash consideration, the debt reduction intent, and the contingent earnout tied to fiscal 2025 Dental revenue, which the filing notes is a forward-looking item subject to risk.

May 31, 2024 8-K

Steris 8-K Report, Financial Results (May 8, 2024)

STERIS plc (NYSE: STE) reported fiscal 2024 fourth-quarter and full-year results for the periods ended March 31, 2024, and announced a targeted restructuring plan. Fourth-quarter total revenue rose 10% to $1.5 billion, and full-year revenue rose 12% to $5.5 billion. Fourth-quarter U.S. GAAP results show a net loss of $1.4 million, or $(0.01) per diluted share, compared with net income of $187.2 million, or $1.88 per diluted share, a year earlier. The loss reflects a $206.4 million pre-tax loss from reclassifying the Dental segment to discontinued operations, following the announced divestiture, and $44.4 million of pre-tax restructuring charges. Full-year U.S. GAAP net income was $378.2 million, or $3.81 per diluted share, while adjusted earnings per diluted share rose to $8.83 from $8.20. The restructuring plan covers the Healthcare surgical business in Europe, an impairment of an internally developed X-ray accelerator, product rationalizations and facility consolidations. The company expects about $100 million of pre-tax charges, of which about $50 million is non-cash, with $44.4 million recorded in the fourth quarter and the balance in fiscal 2025. The company expects roughly $25 million of annual EBIT improvement, mostly from fiscal 2026 onward. For fiscal 2025, STERIS guided to as-reported revenue growth of 6.5% to 7.5% and adjusted diluted EPS from continuing operations of $9.05 to $9.25, compared with $8.20 in fiscal 2024. Capital expenditures are expected to be about $360 million and free cash flow about $700 million. Full-year fiscal 2024 free cash flow was $620.3 million, up from $409.6 million.

May 8, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Steris 8-K Report, Material Agreement (Apr 11, 2024)

STERIS plc (NYSE: STE) announced on April 10–11, 2024 that its wholly owned subsidiary, STERIS Corporation, entered into an Equity Purchase Agreement to sell the company's Dental business segment to HuFriedy Group Holding LLC, an affiliate of Peak Rock Capital LLC. The purchase price is $787.5 million in cash, subject to customary adjustments, plus up to an additional $12.5 million in contingent payment if the Dental business achieves certain revenue targets in fiscal year 2025. The press release states that the Dental segment reported revenue of $407 million and segment operating income of $86 million in the trailing twelve months ended December 31, 2023. STERIS said the divestiture will allow it to focus on Customers within its core markets in healthcare, pharma and MedTech. The company intends to use the proceeds primarily to repay debt and expects the resulting reduction in interest expense to provide approximately $0.35 per diluted share on a full-year run-rate basis. The Dental segment will be reported as discontinued operations for the fourth quarter and full year of fiscal 2024. The transaction is subject to customary closing conditions, including Hart-Scott-Rodino Act clearance, and is expected to close in the first quarter of fiscal 2025. Either party may terminate the agreement if the deal has not closed by July 10, 2024, extendable to August 10, 2024 under certain circumstances, and the Purchaser would owe a $35 million termination fee in specified circumstances.

Apr 11, 2024 8-K

Steris 8-K Report, Financial Results (Feb 7, 2024)

STERIS plc (NYSE: STE) reported fiscal 2024 third-quarter results for the quarter ended December 31, 2023. Revenue as reported rose 15% to $1.40 billion ($1,395.6 million), and constant currency organic revenue grew 10%. Diluted EPS as reported was $1.42, up from $1.24, while adjusted diluted EPS was $2.22 versus $2.02 a year earlier. Net income attributable to shareholders was $140.7 million for the quarter, compared with $123.8 million in the prior-year quarter. Growth was led by the Healthcare segment, where revenue rose 19% as reported to $916.2 million and operating income reached $223.9 million, helped by higher volume, favorable pricing and the surgical instrumentation assets purchased from BD. Life Sciences revenue increased 21% to $146.6 million, while Applied Sterilization Technologies (AST) grew 6% to $234.9 million and Dental declined 5% to $97.9 million. Corporate operating costs were $81.4 million in the quarter versus $53.9 million a year earlier. Nine-month free cash flow was $457.0 million, compared with $262.8 million in the prior-year period. STERIS raised its fiscal 2024 reported revenue growth outlook to 10-11% from 9-10%, and its constant currency organic revenue growth outlook to 7-8% from 6-7%. Adjusted diluted EPS guidance was narrowed to $8.60-$8.70 from $8.60-$8.80, reflecting a shift in operating income mix from AST to Healthcare. Total backlog was $534.4 million, down from $651.0 million a year earlier.

Feb 7, 2024 8-K

Steris 8-K Report, Financial Results (Nov 7, 2023)

STERIS plc (NYSE: STE) reported financial results for its fiscal 2024 second quarter ended September 30, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K. As reported revenue rose 12% to $1.34 billion (from $1.20 billion), and constant currency organic revenue grew 8%. As reported diluted EPS was $1.16, compared with a diluted net loss of $(3.15) per share in the prior-year quarter, which included a goodwill impairment loss of $490.6 million. Adjusted diluted EPS was $2.03, versus $1.99 a year earlier. Adjusted net income was $202.2 million. Healthcare was the main driver. Segment revenue grew 19% as reported to $870.1 million, with constant currency organic growth of 14%, and segment operating income rose to $204.1 million from $165.3 million. Management said the Healthcare segment is anticipated to outperform original expectations for the fiscal year. Applied Sterilization Technologies revenue rose 1% to $235.1 million, while Life Sciences grew 6% to $133.1 million. Dental declined 5% to $104.2 million, with operating income falling to $24.5 million from $28.1 million. Management cited macro challenges affecting demand in the other segments and noted integration progress on the surgical instrumentation business acquired from BD. Cash generation improved, with first-half free cash flow of $284.7 million versus $138.2 million a year earlier, driven by lower capital spending. Management maintained its fiscal 2024 outlook: as reported revenue growth of 9-10%, constant currency organic revenue growth of 6-7%, adjusted diluted EPS of $8.60 to $8.80, and free cash flow of approximately $685 million. Long-term indebtedness increased to $3.37 billion from $3.02 billion at March 31, 2023.

Nov 7, 2023 8-K/A

Steris 8-K/A Report, Shareholder Vote Results (Nov 7, 2023)

STERIS plc (STE) filed this Current Report on Form 8-K/A to amend a prior Form 8-K filed on July 27, 2023, which reported the results of matters voted on at the 2023 Annual General Meeting of Shareholders held that day. The sole purpose of the amendment is to update the Item 5.07 disclosure regarding the frequency of say-on-pay votes. No other modifications were made to the original filing. At the meeting, shareholders voted in a non-binding advisory vote in favor of holding say-on-pay votes on named executive officer compensation every year. The Board, consistent with this result and with its prior recommendation set forth in the definitive proxy statement filed with the SEC on June 7, 2023, determined that the Company will hold advisory say-on-pay votes annually. This will continue until the next required frequency vote or until the Board determines that a different frequency serves the Company's best interests. For investors, the filing is a narrow governance update rather than a financial disclosure. It confirms the Company's annual cadence for shareholder say-on-pay votes on executive compensation, and it contains no financial results, guidance, or transaction information.

Nov 7, 2023 8-K

Steris 8-K Report, Financial Results (Aug 1, 2023)

STERIS plc (NYSE: STE) reported fiscal 2024 first-quarter results for the period ended June 30, 2023. Revenue rose 11% as reported to $1.28 billion from $1.16 billion, and constant currency organic revenue also rose 11%. Reported net income attributable to shareholders was $123.6 million, or $1.25 per diluted share, versus $1.10 a year earlier. Adjusted net income was $198.2 million, or $2.00 per diluted share, compared with $1.90 in the prior-year quarter. Management attributed the strong performance to continued improvement in procedure volumes, easing supply chain challenges, and the company's ability to reduce lead times for Healthcare capital equipment. By segment, Healthcare revenue grew 17% to $818.9 million, with capital equipment revenue up 33%, consumable revenue up 11%, and service revenue up 12%. Healthcare operating income rose to $198.2 million from $156.5 million. Applied Sterilization Technologies revenue increased 6% to $233.1 million, though growth was limited by customer inventory management and lower demand from bioprocessing customers. Life Sciences revenue declined 1% to $131.4 million, and Dental revenue declined 4% to $101.2 million. Free cash flow was $214.5 million, compared with $117.1 million a year earlier, driven by the timing of capital spending and improved accounts receivable. The company updated its fiscal 2024 outlook to reflect its pending acquisition of surgical instrumentation, laparoscopic instrumentation and sterilization container assets from BD (Becton, Dickinson and Company) for $540 million. STERIS expects the transaction to close in early August. Reported revenue growth is now expected to be 9-10%, up from 7-8%, while constant currency organic revenue growth is unchanged at 6-7%. Adjusted earnings per diluted share are now expected to be $8.60 to $8.80, up from $8.55 to $8.75, and free cash flow is now expected to be $685 million, down from $700 million, reflecting working capital funding requirements for the transaction.

Aug 1, 2023 8-K/A

Steris 8-K/A Report, Executive Changes (Jul 27, 2023)

This Form 8-K/A, an amendment to STERIS plc's original Form 8-K filed May 3, 2023, reports the initial Board committee assignment of Dr. Esther Alegria. The Board had increased its size from nine to ten members on May 3, 2023 and elected Dr. Alegria as a Director effective that date. The amendment states that no other changes were made to the Original Form 8-K. Under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), the filing states that on July 27, 2023, Dr. Alegria was appointed to serve on the Compliance and Technology Committee and the Nominating and Governance Committee of the Board. The filing contains no financial results, operating metrics, or guidance. Its relevance to investors is limited to board composition and governance, with the director's added committee roles being the only new information.

Jul 27, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

Steris 8-K Report, Shareholder Vote Results (Jul 27, 2023)

At STERIS plc's 2023 Annual General Meeting of Shareholders, held July 27, 2023, shareholders acted on eight proposals. Of 98,650,991 Ordinary Shares outstanding and entitled to vote, holders of 91,717,850 Ordinary Shares, or 92.97% of the outstanding shares, were present in person or by proxy, constituting a quorum. Shareholders elected all ten nominees to the Board of Directors for one-year terms. Each nominee received more votes for than against, though the margins varied; for example, Cynthia L. Feldmann received 78,692,106 votes for and 5,944,870 against, with 3,530,059 abstentions, and Dr. Jacqueline B. Kosecoff received 79,498,778 votes for and 8,597,293 against. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending March 31, 2024, and approved Ernst & Young Chartered Accountants as statutory auditor under Irish law, with the Board or Audit Committee authorized to set its remuneration. On governance and capital matters, shareholders approved the non-binding advisory say-on-pay proposal, with 81,238,272 votes for and 6,841,234 against. In the say-on-frequency vote, "one-year" received 87,154,402 votes, and shareholders approved renewing the Board's authority to issue authorized but unissued shares under Irish law and its authority to opt out of statutory pre-emption rights for cash share issuances.

Jul 27, 2023 8-K

Steris 8-K Report, Material Agreement (Jun 20, 2023)

STERIS plc (NYSE: STE) and its wholly owned subsidiary STERIS Corporation entered into an Asset Purchase Agreement dated June 15, 2023 with Becton, Dickinson and Company (BD) to acquire BD's surgical instrumentation, laparoscopic instrumentation and sterilization container platform assets, including the V. Mueller, Snowden Pencer and Genesis branded products. The purchase price is $540 million in cash, subject to customary adjustments. STERIS is not assuming any debt and intends to fund the transaction through a combination of debt and cash on hand. The press release furnished under Item 7.01 states that the transaction is expected to close by September 30, 2023, pending customary closing conditions and regulatory approval, and that the Hart-Scott-Rodino Act approvals are a condition to completion. The company projects that the acquired businesses will generate annual revenue of approximately $170 million and adjusted earnings before interest and taxes of approximately $45 million for BD's fiscal year ended September 30, 2023. STERIS expects the deal to be accretive to adjusted earnings per diluted share in fiscal year 2024 and anticipates a tax benefit from tax-deductible goodwill with a present value of approximately $60 million. Management states that the assets strengthen and expand STERIS's Healthcare segment offerings, with a focus on the operating room and sterile processing department. Management will update the fiscal year 2024 outlook after closing to reflect the transaction. Lazard is financial advisor to STERIS and Thompson Hine LLP is legal counsel.

Jun 20, 2023 8-K

Steris 8-K Report, Financial Results (May 10, 2023)

STERIS plc (NYSE: STE) reported results for its fiscal 2023 fourth quarter and full year ended March 31, 2023, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue rose 14% as reported to $1.38 billion, with constant currency organic revenue growth of 16%. Reported net income attributable to shareholders was $187.2 million, or $1.88 per diluted share, versus $0.52 a year earlier, and adjusted EPS was $2.30 compared with $2.04. Healthcare drove the quarter, with revenue up 20% to $884.6 million. For the full year, reported net income fell to $107.0 million, or $1.07 per diluted share, from $243.9 million, or $2.48, in fiscal 2022. Results were hit by a $490.6 million pre-tax, non-cash goodwill impairment in the second quarter tied to the Dental segment acquired with Cantel Medical in June 2021. Adjusted full-year EPS was $8.20 versus $7.92. Full-year free cash flow was $409.6 million, slightly above $399.0 million a year earlier, as higher working capital and roughly $75 million of increased capital spending limited cash generation. Management guided fiscal 2024 to as-reported revenue growth of 7-8% and constant currency organic growth of 6-7%, with adjusted EPS of $8.55 to $8.75 and free cash flow of approximately $700 million. Management said it expects challenges in fiscal 2023, including procedure volumes and supply chain constraints, to be abating.

May 10, 2023 8-K

Steris 8-K Report, Executive Changes (May 3, 2023)

STERIS plc (NYSE: STE) filed a Form 8-K on May 3, 2023 reporting that its Board of Directors increased its size from nine to ten members and elected Dr. Esther Alegria as a director effective that date. Dr. Alegria is the Founder and Chief Executive Officer of APIE Therapeutics, a preclinical stage pharmaceutical company, and previously held roles at Catalyst Excel & Advance and Biogen, Inc., most recently as Senior Vice President, Global Manufacturing. She also serves as a Director and member of the Audit and Corporate Governance Committees of AVID Bioservices, Inc. The filing states that Dr. Alegria will receive a prorated fee of $74,220 for the remainder of the Board's 2022-23 term, payable in career restricted stock units granted under the Company's Non-Employee Director Compensation Program, and that she will be eligible for the same indemnification program as other Board members. The Company issued a press release announcing the appointment, furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure). The appointment is a governance development rather than a financial one; the filing contains no financial results, guidance, or transaction terms. Its main significance for investors is the addition of a director with biopharmaceutical manufacturing experience to STERIS's Board, which the Chairman, Mohsen Sohi, described as bringing over three decades of experience in the biopharmaceuticals industry.

May 3, 2023 8-K

Steris 8-K Report, Financial Results (Feb 8, 2023)

STERIS plc reported fiscal 2023 third-quarter results (quarter ended December 31, 2022) with as-reported revenue of $1.22 billion, up 1% from $1.21 billion a year earlier, and 7% constant currency organic revenue growth. As-reported net income attributable to shareholders was $123.8 million, or $1.24 per diluted share, compared with $143.6 million, or $1.42 per diluted share, in the prior-year quarter. Adjusted EPS was $2.02, versus $2.12 a year earlier. The company cited supply chain constraints for electronic components and a slower rate of growth in bioprocessing volumes as factors affecting performance. Management said it significantly improved capital equipment shipments for several key Healthcare products. For the nine months ended December 31, 2022, the company reported a goodwill impairment loss of $490.6 million, which drove a GAAP net loss attributable to shareholders of $80.2 million, or $(0.80) per diluted share. Net cash provided by operations was $541.1 million, and free cash flow was $262.8 million, down from $300.3 million, reflecting higher working capital requirements, particularly inventory, and approximately $75 million in increased capital spending. STERIS lowered its fiscal 2023 outlook. As-reported revenue growth is now anticipated at 6%, versus prior expectations of 8%, and constant currency organic revenue growth at approximately 7%, versus prior expectations of 10%. Adjusted EPS is now expected at $8.00 to $8.10, and free cash flow at approximately $500 million, down from prior expectations of $600 million. Total backlog was $650,983 thousand at quarter end, compared with $498,836 thousand a year earlier.

Feb 8, 2023 8-K

Steris 8-K Report, Financial Results (Nov 9, 2022)

STERIS plc (NYSE: STE) reported fiscal 2023 second-quarter results for the period ended September 30, 2022. Revenue was flat at $1.2 billion ($1,200,517 thousand) versus $1.2 billion a year earlier, with constant currency organic revenue growth of 7% as reported in the release. The company posted a GAAP net loss attributable to shareholders of $315.3 million, or ($3.15) per diluted share, driven by a $490.6 million pre-tax non-cash goodwill impairment charge tied to its Dental segment (from the June 2021 Cantel Medical acquisition). Adjusted net income was $199.6 million, or $1.99 per diluted share, flat with the prior-year quarter's $1.99. Segment results were mixed. Applied Sterilization Technologies revenue rose 13% as reported to $232.4 million, with segment operating income up to $110.4 million. Healthcare revenue declined 2% to $732.8 million, with segment operating income of $165.3 million versus $168.3 million a year earlier, while Life Sciences and Dental revenue fell 5% each. Management cited higher supply chain and inflationary costs as pressures on profitability. Fiscal 2023 guidance was updated: FX headwinds are now expected to reduce revenue by about $150 million (up from $100 million), and reported revenue growth is now expected at 8% versus 9% previously, with constant currency organic growth unchanged at 10%. Adjusted EPS guidance of $8.40 to $8.60 is unchanged, though the high end is now seen as less likely, and free cash flow is now expected at about $600 million, down from $675 million, due to higher inventory and working capital needs.

Nov 9, 2022 8-K

Steris 8-K Report, Financial Results (Aug 2, 2022)

STERIS plc furnished an 8-K on August 2, 2022, attaching a press release on its fiscal 2023 first-quarter results (three months ended June 30, 2022). Revenue rose 19% as reported to $1.2 billion, and constant currency organic revenue grew 6%. Net income attributable to shareholders was $111.3 million, or $1.10 per diluted share, compared with a net loss of $21.8 million, or $0.24 per diluted share, a year earlier. Adjusted EPS was $1.90, compared with $1.76 in the prior-year quarter. Healthcare drove the growth, with reported revenue up 16% and $84.4 million of favorable net impact from acquisitions and divestitures. Life Sciences and Applied Sterilization Technologies also grew, and Dental revenue reached $104.8 million, up from $35.2 million. Cash generation improved, with operating cash flow of $231.7 million and free cash flow of $117.1 million, compared with $41.2 million a year earlier. Healthcare backlog was $521.7 million, up from $254.3 million. Management cited supply chain challenges, and the filing notes the company expects another year of record performance. For fiscal 2023, management lowered its constant currency organic revenue growth outlook to approximately 10%, from 11%, citing supply chain challenges and lighter-than-anticipated procedure volumes. It expects reported revenue growth of approximately 9%, including roughly $100 million of negative foreign currency impact. Adjusted EPS guidance was narrowed to $8.40 to $8.60, down from $8.55 to $8.75, reflecting the lower revenue outlook and about $0.10 of adverse currency impact. The company also held a conference call on August 3, 2022.

Aug 2, 2022 8-K

Steris 8-K Report, Shareholder Vote Results (Jul 29, 2022)

STERIS plc held its 2022 Annual General Meeting of Shareholders on July 28, 2022, as reported in this Item 5.07 Current Report filed July 29, 2022. According to the certified shareholder list, 100,080,031 Ordinary Shares were outstanding and entitled to vote. Holders of 90,551,193 Ordinary Shares, or 90.48% of the outstanding shares, were present in person or by proxy, which constituted a quorum. Shareholders re-elected all nine director nominees to the Board of Directors for one-year terms. Dr. Jacqueline B. Kosecoff had the weakest support, with 50,325,898 votes for and 36,856,490 votes against, while the other nominees received substantially more votes for than against. Other nominees with notable opposition included Cynthia L. Feldmann (5,446,911 against) and Richard C. Breeden (5,422,850 against). Shareholders also voted on the ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending March 31, 2023 (82,534,257 for; 7,884,031 against; 132,905 abstentions). They voted on the appointment of Ernst & Young Chartered Accountants as statutory auditor under Irish law (82,688,705 for; 7,727,717 against; 134,771 abstentions), and on authorizing the Board or Audit Committee to set that auditor's remuneration (88,840,271 for; 1,553,461 against; 157,461 abstentions). On a non-binding advisory basis, shareholders voted on named executive officer compensation as disclosed in the proxy statement dated June 14, 2022 (83,487,034 for; 3,718,395 against; 228,889 abstentions; 3,116,875 broker non-votes).

Jul 29, 2022 8-K

Steris 8-K Report, Financial Results (May 12, 2022)

STERIS plc (NYSE: STE) reported fiscal 2022 fourth-quarter and full-year results for the periods ended March 31, 2022, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue rose 39% as reported to $1.21 billion from $873.5 million, and constant currency organic revenue grew 11%. Reported net income attributable to shareholders was $52.3 million, or $0.52 per diluted share, versus $1.02 a year earlier. Management attributed the gap largely to acquisition-related amortization, inventory and property "step up" charges and one-time acquisition expenses totaling about $198.3 million in the quarter. Adjusted EPS was $2.04, compared with $1.63 a year earlier. For the full fiscal year, revenue was $4.59 billion versus $3.11 billion, and reported diluted EPS was $2.48 versus $4.63, with adjusted EPS of $7.92 versus $6.17. Net cash from operations was $684.8 million and free cash flow was $399.0 million, down from $450.9 million, which the company tied mainly to costs associated with the Cantel Medical acquisition and higher capital spending. Total assets rose to $11.45 billion and long-term indebtedness to $2.95 billion, reflecting acquisitions. For fiscal 2023, STERIS expects constant currency organic revenue growth of about 11%, as-reported revenue growth of about 12%, adjusted diluted EPS of $8.55 to $8.75, capital expenditures of about $330 million and free cash flow of about $675 million. The outlook assumes an adjusted effective tax rate of 22% and about 101 million diluted shares. Management cited continuing supply chain and inflation pressures.

May 12, 2022 8-K

Steris 8-K Report, Financial Results (Feb 8, 2022)

STERIS plc reported fiscal 2022 third-quarter results for the period ended December 31, 2021. Revenue as reported rose 49% to $1.2 billion ($1,208,971 thousand) from $808.9 million a year earlier, while constant currency organic revenue grew 9%. Net income attributable to shareholders was $143.6 million, or $1.42 per diluted share, versus $114.5 million, or $1.33, in the prior-year quarter. The company said results were hit by about $86.6 million of amortization of acquired intangibles, inventory and property step-up, and one-time acquisition expenses. Adjusted net income was $213.3 million, or $2.12 per diluted share, compared with $1.73 a year earlier. Segment performance was mixed. Healthcare revenue grew 46% to $759.7 million, with $210.3 million from acquisitions, and Applied Sterilization Technologies revenue rose 23% to $216.3 million. Life Sciences revenue grew 15% to $127.9 million. Dental, a newly reported segment, produced $105.1 million of revenue and $23.1 million of operating income, which the company described as slightly below expectations due to lower patient volumes, supply chain constraints and inflation. Cash flow was weaker: free cash flow for the first nine months was $300.3 million versus $337.7 million a year earlier, which the company attributed mainly to anticipated Cantel Medical acquisition costs and higher capital spending. Management raised its fiscal 2022 outlook. Constant currency organic revenue growth is now expected to be about 11%, up from 10-11%, and adjusted diluted EPS is now expected at $7.85 to $7.95, up from $7.60 to $7.85. Capital expenditures are now expected at about $300 million and free cash flow at about $420 million. The company said supply chain and inflation remain challenges. Balance sheet changes reflect the Cantel acquisition: total assets rose to $11.69 billion from $6.57 billion at March 31, 2021, and long-term indebtedness rose to $3.18 billion from $1.65 billion.

Feb 8, 2022 8-K

Regulation FD

Steris 8-K Report, Regulation FD Disclosure (Jan 4, 2022)

STERIS plc (STE) filed this Current Report under Item 7.01 (Regulation FD Disclosure) to update on the previously reported sale of its Renal Care business. As described in the Company's Form 8-K dated December 20, 2021, subsidiaries of STERIS entered into an Asset Purchase Agreement to sell the Renal Care business to certain subsidiaries of Evoqua Water Technologies Corp. for cash consideration of approximately $196 million, subject to certain potential adjustments, including a customary working capital adjustment. The transaction closed on January 3, 2022. The Company intends to use substantially all of the sale proceeds to pay down bank debt. STERIS acquired the Renal Care business as part of the Cantel Medical transaction, which closed on June 2, 2021, and the business was primarily integrated into the Healthcare segment. The filing describes Evoqua Water Technologies as a leading provider of water and wastewater treatment solutions serving industrial, municipal and recreational customers. For investors, the key takeaways are the closing of the divestiture, the approximately $196 million in cash consideration, and the planned use of proceeds to reduce bank debt, which is relevant given the indebtedness STERIS incurred to acquire Cantel Medical as noted in the filing's forward-looking statements.

Jan 4, 2022 8-K

Regulation FD

Steris 8-K Report, Regulation FD Disclosure (Dec 20, 2021)

STERIS plc disclosed under Item 7.01 (Regulation FD) that subsidiaries entered into an Asset Purchase Agreement on December 20, 2021 to sell its Renal Care business to certain subsidiaries of Evoqua Water Technologies Corp. for cash consideration of approximately $196 million, subject to potential adjustments including a customary working capital adjustment. The transaction is subject to customary closing conditions, including regulatory review, and is anticipated to close in the first quarter of calendar year 2022. The Renal Care business was acquired as part of the Cantel Medical transaction, which closed on June 2, 2021, and was primarily integrated into STERIS's Healthcare segment. The Company anticipates using the sale proceeds to pay down debt, which is relevant given the increased indebtedness the filing references in connection with the Cantel Medical acquisition. The filing is a Regulation FD disclosure and includes a cautionary statement on forward-looking information, which lists the ability to close the proposed sale of the Renal Care business among its risk factors.

Dec 20, 2021 8-K

Steris 8-K Report, Financial Results (Nov 2, 2021)

STERIS plc (NYSE: STE) reported financial results for its fiscal 2022 second quarter ended September 30, 2021, in a press release furnished as Exhibit 99.1. Revenue as reported rose 58% to $1,197 million from $756 million a year earlier, and constant currency organic revenue grew 12%. Net income attributable to shareholders was $69.8 million, or $0.69 per diluted share, versus $105.9 million, or $1.23 per diluted share, in the prior-year quarter. The company said results were hurt by about $162 million of amortization, step-up and one-time acquisition-related expenses. Adjusted net income was $200.3 million, or $1.99 per diluted share, compared with $1.48 a year earlier. By segment, Healthcare revenue grew 58% to $744.1 million, with $220.8 million contributed by acquisitions. Applied Sterilization Technologies revenue rose 21% to $204.9 million, and Life Sciences revenue grew 14% to $132.3 million. Dental contributed $115.6 million of revenue and $32.4 million of operating income. Management attributed the strength to a faster-than-anticipated recovery in procedure volumes, particularly in the U.S., and reiterated its fiscal 2022 outlook of 10-11% constant currency organic revenue growth and adjusted EPS of $7.60 to $7.85. Cash generation was weaker in the first half of fiscal 2022: operating cash flow was $268.8 million versus $296.1 million, and free cash flow was $135.8 million versus $185.6 million. The company attributed the decline to anticipated costs tied to the Cantel Medical acquisition and higher capital spending. Balance sheet changes were significant, with total assets of $11.75 billion at September 30, 2021, up from $6.57 billion at March 31, 2021, and long-term indebtedness of $3.42 billion, up from $1.65 billion.

Nov 2, 2021 8-K

Steris 8-K Report, Financial Results (Aug 9, 2021)

STERIS plc (NYSE: STE) reported financial results for its fiscal 2022 first quarter ended June 30, 2021, and declared a higher interim dividend. Reported revenue rose 45% to $968.4 million from $668.9 million a year earlier, and constant currency organic revenue increased 21%. The company posted a net loss attributable to shareholders of $21.8 million, or $0.24 per diluted share, versus net income of $89.6 million, or $1.05 per diluted share, in the prior-year quarter. The filing states the quarter was hit by approximately $140 million in one-time expenses tied to the Cantel Medical acquisition. On an adjusted basis, net income was $159.9 million, or $1.76 per diluted share, compared with $113.3 million, or $1.32 per diluted share, a year earlier. Segment results were strong across the board, with Healthcare revenue up 51% to $602.8 million, Applied Sterilization Technologies up 37% to $208.9 million, and Life Sciences up 4% to $121.5 million. Dental, which reflects one month of results, contributed $35.2 million in revenue. Cash flow was weaker: net cash from operations was $97.4 million versus $134.1 million, and free cash flow was $41.2 million versus $67.4 million, which the company attributes primarily to anticipated Cantel Medical acquisition costs. Total assets rose to $12.10 billion from $6.57 billion at March 31, 2021, with long-term indebtedness increasing to $3.26 billion from $1.65 billion. STERIS raised its fiscal 2022 outlook, now expecting as reported revenue of approximately $4.6 billion (previously $4.5 billion), constant currency organic revenue growth of 10-11% (previously 8-9%), and adjusted earnings per diluted share of $7.60-$7.85 (previously $7.40-$7.65). Free cash flow is now expected to be approximately $400 million, up $20 million from prior expectations. The Board approved a $0.03 increase in the quarterly interim dividend to $0.43 per share, payable September 24, 2021 to holders of record on September 3, 2021.

Aug 9, 2021 8-K/A

Steris 8-K/A Report, Executive Changes (Aug 2, 2021)

STERIS plc filed this Form 8-K/A on August 2, 2021 to amend its Original Form 8-K filed May 11, 2021. The Original Form 8-K reported that the Board of Directors increased its size from ten to eleven members on May 5, 2021, and appointed Paul E. Martin as a Director effective that date. This amendment reports Mr. Martin's initial Board committee assignments, as required by the Instructions to Item 5.02 of Form 8-K. The filing states that no other changes were made to the Original Form 8-K. Under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), the filing states that on July 29, 2021, Paul E. Martin was appointed to serve on the Compliance and Technology Committee and the Compensation and Organization Development Committee of the Board. The filing contains no financial results, guidance, or operational disclosures. For investors, the filing is administrative in nature. Its significance is limited to confirming governance changes: a board expansion to eleven directors and the committee placements of the new director.

Aug 2, 2021 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+1

Steris 8-K Report, Shareholder Vote Results (Aug 2, 2021)

STERIS plc filed this Form 8-K to report the results of its 2021 Annual General Meeting of Shareholders, held July 29, 2021. Holders of 75,668,916 Ordinary Shares, or 88.63% of the 85,376,813 shares outstanding and entitled to vote, were present in person or by proxy, which constituted a quorum. Shareholders re-elected all nine nominated directors to one-year terms. Most nominees received large majorities of votes for, but Dr. Jacqueline B. Kosecoff received 58,179,041 votes for and 14,774,137 votes against, the largest opposition among the nominees. Shareholders also voted on the ratification of Ernst & Young LLP as the independent registered public accounting firm for the year ending March 31, 2022, the appointment of Ernst & Young Chartered Accountants as statutory auditor under Irish law, and authorization for the Directors or Audit Committee to set that auditor's remuneration. Each of these proposals was supported by a majority of votes cast. Shareholders also cast non-binding advisory votes on the compensation of the named executive officers, as disclosed in the proxy statement dated June 14, 2021. The filing reports 70,427,202 votes for, 2,486,333 votes against, 86,921 abstentions, and 2,668,460 broker non-votes on this proposal.

Aug 2, 2021 8-K

Steris 8-K Report, Material Agreement (Jun 8, 2021)

On June 2, 2021, STERIS plc completed its acquisition of Cantel Medical Corp. (now known as Cantel Medical LLC) through a series of mergers under a Merger Agreement dated January 12, 2021, as amended March 1, 2021. Each Cantel share was converted into the right to receive $16.93 in cash and 0.33787 STERIS ordinary shares. In connection with the closing of the First Merger, STERIS paid approximately $716.4 million in cash and issued approximately 14.3 million STERIS Shares to former holders of Cantel shares and converted RSU holders. Cantel is now a wholly owned subsidiary of STERIS. To fund the cash consideration and refinance certain Cantel indebtedness, a STERIS subsidiary borrowed $650 million under the Delayed Draw Term Loan Agreement, with the remaining $100 million terminated. Cantel's 3.25% Convertible Senior Notes due 2025 are no longer convertible into Cantel common stock; instead, they become convertible into cash and STERIS shares based on the Merger Consideration, under the First Supplemental Indenture dated June 2, 2021. The filing includes unaudited pro forma condensed combined financial data for the twelve months ended March 31, 2021. On a pro forma basis, combined net revenues are shown as $4,232,957 thousand, and net income from continuing operations attributable to ordinary shareholders as $206,008 thousand, compared with STERIS's reported $397,400 thousand. STERIS expects annualized pre-tax cost synergies of approximately $110 million by the fourth fiscal year after closing, with approximately 50% achieved in the first two years. The purchase price allocation is preliminary, with final fair value determinations to be completed within one year of closing.

Jun 8, 2021 8-K

Steris 8-K Report, Financial Results (May 18, 2021)

STERIS plc (NYSE: STE) filed this Form 8-K on May 18, 2021, furnishing a press release (Exhibit 99.1) with results for the fiscal 2021 fourth quarter and full year ended March 31, 2021, along with an interim dividend announcement and fiscal 2022 outlook. Fourth-quarter revenue rose 6% as reported to $873.5 million, with constant currency organic revenue up 0.3%. Full-year revenue increased 3% as reported to $3,107.5 million, and net income attributable to shareholders was $397.4 million, or $4.63 per diluted share on a U.S. GAAP basis. Adjusted full-year earnings were $530.2 million, or $6.17 per diluted share. The company notes that results reflect a voluntary change from LIFO to FIFO inventory accounting, applied retrospectively, which reduced fiscal 2021 diluted EPS by $0.03. Full-year free cash flow was $450.9 million, up from $380.2 million, driven mainly by working capital improvements. Total long-term indebtedness rose to $1.65 billion from $1.15 billion, and goodwill and intangibles increased, reflecting the Key Surgical acquisition. The Board approved a quarterly interim dividend of $0.40 per share, payable June 25, 2021 to holders of record on May 28, 2021. For fiscal 2022, STERIS guided to as-reported revenue of approximately $4.5 billion including Cantel Medical, which the company said was planned to close on June 2. It expects constant currency organic revenue growth of 8-9%, adjusted diluted EPS of $7.40-$7.65 on roughly 99 million diluted shares, and free cash flow of approximately $380 million, after about $200 million of integration and deal-related costs.

May 18, 2021 8-K

Earnings & ResultsOther EventsExhibits & Filings

Steris 8-K Report, Executive Changes (May 11, 2021)

STERIS plc reported board changes in this Form 8-K filed May 11, 2021. The Board increased its size from ten to eleven members on May 5, 2021, and appointed Paul E. Martin as a Director effective that date. Mr. Martin, age 63, was Senior Vice President and Chief Information Officer of Baxter International from January 1, 2011 to October 2020. He will receive a prorated fee of $72,500 for the remainder of the Board's 2020-21 term, payable in career restricted stock units under the Non-Employee Director Compensation Program, and he is eligible for the same indemnification program as other Board members. David Lewis advised the Board on May 5, 2021 that he will retire as a Board member on July 29, 2021, the date of the annual general meeting of shareholders. Walter Rosebrough, Jr., previously announced as not continuing, will also cease to serve as a Director at that time, and Daniel Carestio will remain on the Board. Immediately after the annual meeting, the Board expects to reduce its size from eleven seats to nine. The press release states that the Board intends to appoint Mr. Carestio, currently Chief Operating Officer, as CEO directly following the annual meeting. The filing is largely governance-related and does not report financial results. Its forward-looking statements refer to a proposed transaction with Cantel, including a merger agreement, closing conditions, and possible regulatory approval, but the filing does not describe the transaction's terms.

May 11, 2021 8-K

Steris 8-K Report, Financial Results (Apr 27, 2021)

STERIS plc (NYSE: STE) filed this Form 8-K on April 27, 2021 to furnish preliminary, unaudited results for fiscal 2021 (year ended March 31, 2021) and to update investors on its pending acquisition of Cantel Medical Corp. The press release reports that reported revenue for fiscal 2021 increased approximately 3% to $3.1 billion from $3.0 billion in fiscal 2020, with constant currency organic revenue slightly higher than fiscal 2020. Income from operations on a GAAP basis is expected to be approximately $548 million, and adjusted income from operations approximately $699 million. Free cash flow is anticipated at approximately $447 million, derived from $686 million of operating cash flow less $239 million of capital expenditures. The company expects an effective tax rate of 19-20%, though income tax calculations are still in process. The filing states that the figures are preliminary and remain subject to closing procedures and final adjustments, and that final reported results may differ materially. Management said the results were released ahead of the Cantel Medical shareholder vote scheduled for April 29, 2021, so that all investors have the same information. A full earnings discussion and fiscal 2022 outlook for the combined company are slated for an earnings call on May 19, 2021. On the acquisition, STERIS now expects to close the Cantel Medical transaction by June 2, 2021, pending the Cantel shareholder vote and other closing conditions. All applicable regulatory waiting periods have expired or been terminated, and all required pre-closing regulatory approvals or clearances have been obtained.

Apr 27, 2021 8-K

Material AgreementsFinancial EventsOther Events+1

Steris 8-K Report, Material Agreement (Apr 1, 2021)

STERIS plc (STE) filed this Form 8-K to report that its subsidiary, STERIS Irish FinCo Unlimited Company, completed a $1,350,000,000 senior notes offering on April 1, 2021, in two tranches: $675,000,000 of 2.700% Senior Notes due 2031 and $675,000,000 of 3.750% Senior Notes due 2051. The notes are guaranteed on a senior unsecured basis by STERIS plc, STERIS Corporation and STERIS Limited. The Issuer reports net proceeds of approximately $1,330.5 million after the underwriters' discount and estimated expenses. STERIS intends to use the proceeds, together with borrowings under existing credit facilities, to fund the cash consideration for its proposed acquisition of Cantel Medical Corp. and to refinance certain existing Cantel indebtedness, along with transaction expenses and general corporate and working capital needs. The 2031 notes carry a special mandatory redemption feature at 101% of principal, plus accrued interest, if the Cantel acquisition is not consummated or the merger agreement is terminated on or before April 12, 2022. The 2051 notes have no such feature. The indenture includes customary covenants limiting liens, sale and leaseback transactions, and mergers or asset transfers, along with customary events of default and a change-of-control put at 101% of principal if a change of control is followed by a downgrade to below investment grade by at least two rating agencies. The filing states that the Hart-Scott-Rodino waiting period for the Cantel acquisition expired on March 31, 2021, and that STERIS continues to expect to complete the acquisition in its first fiscal quarter of 2022 (ending June 30, 2021), subject to the satisfaction or waiver of closing conditions.

Apr 1, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

Steris 8-K Report, Material Agreement (Mar 23, 2021)

On March 19, 2021, STERIS plc and its subsidiaries (STERIS Corporation, STERIS Limited, and STERIS Irish FinCo Unlimited Company) entered into a $750 million delayed draw term loan agreement with JPMorgan Chase Bank, N.A. as administrative agent. The facility will be funded only upon satisfaction of conditions, including the concurrent consummation of STERIS's proposed acquisition of Cantel Medical Corp. Proceeds are expected, together with other new indebtedness, to fund the cash consideration for the Acquisition, refinance certain existing Cantel indebtedness, and cover transaction expenses, general corporate purposes and working capital. The same day, STERIS entered into a $550 million term loan agreement that replaces the existing term loan dated November 18, 2020, with proceeds used to refinance that facility. It also entered into a $1,250 million revolving credit agreement replacing the existing credit agreement dated March 23, 2018. The revolver can be increased by up to $625 million at the lenders' discretion, and proceeds may be used to refinance the existing credit agreement, finance the Acquisition, and fund general corporate and working capital needs. Both the term loan and revolver mature five years after March 19, 2021. The filing also reports amendments to several note purchase agreements that permit netting of cash proceeds from qualifying capital markets events when calculating the leverage ratio financial covenant. All three new credit facilities carry customary covenants, including limits on leverage and a required minimum interest coverage ratio, and all of their lenders are also lenders under the other facilities. Investors should note that the delayed draw loan's covenants and default provisions take effect only once it is funded at closing of the Acquisition.

Mar 23, 2021 8-K

Other EventsExhibits & Filings

Steris 8-K Report, Corporate Update (Feb 9, 2021)

STERIS plc filed this Form 8-K on February 9, 2021 to recast the historical financial information in its Annual Report on Form 10-K for the fiscal year ended March 31, 2020. The update reflects a change in reportable segments made effective April 1, 2020, when the Healthcare Products and Health Care Specialty Services segments were combined into a single Healthcare segment. The Company now reports three segments: Healthcare, Applied Sterilization Technologies and Life Sciences. All prior period information has been recast to match. The filing updates only Part I, Item 1 (Business), Part II, Item 7 (MD&A) and Part II, Item 8 (Financial Statements) of the fiscal 2020 10-K. It is not an amendment to that report or a restatement of its financial statements, and it does not update other information or reflect subsequent events. On the recast basis, the filing shows fiscal 2020 total revenues of $3,030.9 million, with Healthcare at $1,986.8 million, Life Sciences at $416.9 million and Applied Sterilization Technologies at $627.1 million. Segment operating income was $420.6 million for Healthcare, $144.1 million for Life Sciences and $270.9 million for Applied Sterilization Technologies, with Corporate costs of $207.0 million. Total operating income before adjustments was $628.6 million. The filing states that the Company's operating margins were 21.2% for Healthcare, 34.6% for Life Sciences and 43.2% for Applied Sterilization Technologies in fiscal 2020. The filing states that the Company's current information is in its Form 10-Q for the period ended December 31, 2020 and other SEC filings. Investors should read this 8-K alongside those documents. The exhibits include a consent of Ernst & Young LLP and the recast 10-K sections (Exhibit 99.1). The auditor's report on the recast notes is dated February 9, 2021.

Feb 9, 2021 8-K