STERIS plc (STE) SEC Filings

STERIS plc director Mohsen Sohi exercised a fully vested option on November 10, 2026, to acquire 4,893 ordinary shares at an exercise price of $114.74 per share. Sohi sold 3,228 shares at a weighted average of $252.87 and 1,665 shares at a weighted average of $253.90 that day; the respective sale-price ranges were $252.66–$253.43 and $253.69–$254.31. No Rule 10b5-1 plan is reported.

STERIS plc said its wholly owned subsidiary, STERIS Irish FinCo Unlimited Company, priced a $1.5 billion senior-notes offering: $750 million due 2033 at 5.650% annual interest and $750 million due 2036 at 5.875%. Interest is payable June 15 and December 15 each year, starting June 15, 2027. The notes will be guaranteed on a senior unsecured basis by STERIS plc and two wholly owned subsidiaries.

The offering is expected to close on or about November 24, 2026, subject to customary closing conditions. STERIS intends to use the net proceeds, together with delayed-draw term-loan borrowings and cash on hand, for the pending purchase of Xodus Medical, Inc. and certain related entities, transaction expenses, general corporate expenses and working capital needs.

STERIS plc, through its indirect wholly owned subsidiary STERIS Irish FinCo Unlimited Company, is offering $750,000,000 aggregate principal amount of 5.650% senior notes due 2033 and $750,000,000 of 5.875% senior notes due 2036. The notes are senior unsecured obligations, jointly and severally guaranteed on a senior unsecured basis by STERIS plc, STERIS Corporation and STERIS Limited. Interest is payable semiannually beginning June 15, 2027.

STERIS Corporation agreed to acquire Pennsylvania-based Xodus Medical, Inc. and related entities for $2.1 billion in cash, with additional earnout consideration of up to $150 million based on the Xodus business’s performance in calendar 2028. Completion is subject to customary conditions, including regulatory approvals, and was expected by December 31, 2026. The offering is not conditioned on closing. Absent a special mandatory redemption event, expected net proceeds of approximately $1,483 million after underwriting discounts and estimated expenses, together with delayed-draw borrowing and cash on hand, are intended to fund the purchase price, transaction expenses, general corporate expenses and working capital.

If the purchase agreement is terminated, or the acquisition is not completed by the later of January 11, 2028 and five business days after any mutually agreed extension, the notes must be redeemed at 101% of principal plus accrued and unpaid interest.

STERIS plc officer Karen L. Burton reported a sale of 5,880 ordinary shares on November 11, 2026, with an aggregate market value of $1,503,046.00. She acquired 5,880 ordinary shares that day through an employee stock option exercise, with payment made by broker for a cashless exercise.

STERIS plc director Mohsen Sohi reported a proposed sale of 4,893 ordinary shares, with an approximate sale date of November 10, 2026, and an aggregate market value of $1,239,012.00. The shares were acquired on November 10, 2026, through an employee stock option exercise, with payment described as a broker payment for a cashless exercise.

The past-three-months section also lists 4,058 shares sold on August 12, 2026, for gross proceeds of $956,779.00.

STERIS plc’s indirect subsidiary, STERIS Irish FinCo Unlimited Company, is offering two series of senior unsecured notes, guaranteed jointly and severally by STERIS plc, STERIS Corporation and STERIS Limited. The issuer intends to use the proceeds, together with delayed-draw borrowings and cash on hand, to fund STERIS Corporation’s proposed acquisition of Xodus and related expenses, general corporate expenses and working capital needs. The offering is not conditioned on completing the acquisition. If the purchase agreement is terminated or the acquisition misses its applicable deadline, the notes are subject to special mandatory redemption.

STERIS plc and its named subsidiaries may offer securities from time to time after the registration statement becomes effective. STERIS plc may offer debt securities, guarantees, ordinary shares, preferred shares, warrants and units; STERIS Irish FinCo may offer debt securities and guarantees, while STERIS Corporation and STERIS Limited may provide guarantees.

Applicable prospectus supplements will set out the terms of each offering and identify any underwriters or agents and their commissions or discounts. Unless a supplement states otherwise, net proceeds are expected to be used for general corporate purposes. Pending a specific application, proceeds may initially be invested in short-term, interest-bearing obligations or applied to reduce short-term indebtedness.

STERIS plc (STE) reported second-quarter fiscal 2027 revenue of $1,588.6 million, up 8.8% from $1,460.3 million a year earlier. Net income attributable to shareholders was $213.7 million versus $191.9 million, while income from operations was $294.3 million versus $265.8 million. Gross profit percentage was 44.7%, compared with 44.2%.

For the first six months of fiscal 2027, operating cash flow was $656.1 million and free cash flow was $492.5 million, down from $707.8 million and $527.7 million, respectively. STERIS attributed the decreases to a lower working-capital contribution as cash was used to build inventory, partly offset by higher net income.

Two fiscal 2027 restructuring plans carry separate projected charges: approximately $55 million to $70 million in pre-tax charges for a manufacturing and distribution consolidation, with completion anticipated during fiscal 2030, and approximately $45 million for portfolio and organizational changes, anticipated to be substantially complete by the end of fiscal 2028. STERIS also entered into an agreement to acquire Xodus Medical for approximately $2.1 billion in cash at closing, plus potential earnout consideration of up to $150 million; closing is anticipated by December 31, 2026, subject to customary closing conditions and regulatory approvals.

On November 4, 2026, STERIS plc (STE), STERIS Corporation, STERIS Limited and STERIS Irish FinCo Unlimited Company entered into a $1,600 million revolving credit facility, replacing the agreement dated October 7, 2024. No borrowings were incurred on the closing date to refinance and replace that agreement. The facility matures November 4, 2031 and permits up to $800 million in additional commitments, subject to customary conditions.

FinCo also entered into a delayed-draw term loan facility of up to $500 million, with STERIS plc, STERIS Corporation and STERIS Limited as guarantors. It cannot be used unless, among other conditions, the Xodus Medical Acquisition is consummated; commitments terminate if the acquisition is validly terminated or the specified outside date occurs. The loan matures five years after the acquisition closing. Quarterly principal payments begin in year two: 1.25% of principal outstanding on the Acquisition Closing Date in years two and three, then 1.875% in years four and five. Both agreements include leverage and minimum interest-coverage covenants; the term loan covenants apply from funding.