Insider Report: Richard Breeden Acquires 4,110 STE Shares via Option

Rhea-AI Filing Summary

Richard C. Breeden, a director of STERIS plc (STE), reported an acquisition on 08/13/2025 of 4,110 ordinary shares via the exercise of a fully vested director stock option with an exercise price of $64.05 per share. After the transaction he beneficially owned 36,664 shares directly and 27,242 shares indirectly through affiliated entities, with certain indirect holdings described as interests in Breeden-managed funds and partnerships. The option is associated with terms originating from STERIS's 2019 redomiciliation and is exercisable with an indicated date of 08/31/2025. The Form 4 was signed on 08/15/2025.

Positive

• Director exercised a fully vested option, indicating alignment with shareholder interests by converting compensation into equity
• Clear disclosure of indirect ownership through Breeden-managed entities with an explicit disclaimer for certain partnership-held shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider exercised a vested option to acquire 4,110 shares at $64.05, modestly increasing insider alignment without material ownership change.

The transaction reflects a routine exercise of a fully vested director stock option granted in connection with the 2019 redomiciliation. The exercise price equals the stated option strike of $64.05, and the resulting direct beneficial ownership is 36,664 shares. Given the absolute size of the purchase relative to typical public company floats, this is unlikely to be materially market-moving but signals continued insider alignment with shareholders.

Corporate Governance Expert

TL;DR: A director converted a vested option to shares; disclosure identifies indirect holdings through managed entities and includes an ownership disclaimer.

The filing clearly discloses potential indirect beneficial ownership via Breeden Capital entities and a disclaimer for certain limited partnership-held shares. The form follows Section 16 reporting conventions and notes the option traces to corporate redomiciliation terms. From a governance perspective, the disclosure appears complete and transparent regarding relationships and beneficial ownership assertions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Breeden Richard C

(Last) (First) (Middle)

C/O 70 SIR JOHN ROGERSON'S QUAY

(Street)

DUBLIN 2 L2 D02 R296

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STERIS plc [ STE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/13/2025		M		4,110	A	$64.05	36,664	D
Ordinary Shares								27,242	I	See Footnotes Below(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (right to buy)	$64.05	08/13/2025		M			4,110	(3)	08/31/2025	Ordinary Shares	4,110	$0	0	D

Explanation of Responses:

1. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended, Mr. Breeden in his capacity as managing member, as well as chairman and chief executive officer of Breeden Capital Management LLC and as the managing member of Breeden Capital Partners LLC, may be deemed to be the indirect beneficial owner of the ordinary shares owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares. Mr. Breeden disclaims beneficial ownership over 1,358 of these shares held by Breeden Partnership LLP.

2. Richard C. Breeden is the managing member of Breeden Capital Partners LLC, and managing member and chairman and chief executive officer of Breeden Capital Management LLC. Breeden Capital Partners LLC (the "General Partner") is in turn the general partner of Breeden Partners L.P. (the "Fund").

3. This option to purchase 4,110 STERIS plc ordinary shares, which is fully vested, was received in connection with the redomiciliation of STERIS plc to Ireland in March 2019 in exchange for an option to purchase 4,110 ordinary shares for $64.05 per share in STERIS plc prior to the redomiciliation ("Old STERIS"), subject to the same terms and conditions as the original Old STERIS stock option.

Remarks:

	/s/ John P. Ubbing, Authorized Representative under Power of Attorney	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard C. Breeden report on Form 4 for STERIS (STE)?

He reported the acquisition of 4,110 ordinary shares via exercise of a fully vested director stock option at an exercise price of $64.05 on 08/13/2025.

How many STERIS shares does Breeden beneficially own after the transaction?

Following the reported transaction he beneficially owned 36,664 shares directly and 27,242 shares indirectly.

Why is some ownership listed as indirect for Richard C. Breeden?

Ownership is indirect because shares are held by entities (Breeden Capital Partners LLC and the Fund) for which he is managing member; he disclaims beneficial ownership of 1,358 shares held by Breeden Partnership LLP.

What is the origin of the option exercised on 08/13/2025?

The option traces to STERIS's 2019 redomiciliation, converting an Old STERIS option into the current option on the same terms.

When was the Form 4 signed?

The Form 4 was signed by an authorized representative on 08/15/2025.