Added10-Q 2026-11-05 vs 10-K 2026-05-29
The Purchase Agreement may be terminated in accordance with its terms and the Xodus Medical Acquisition may not be completed.
STESteris
STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. 10-K, Item 1
- Headquarters
- Dublin, L2
- CEO
- Daniel A. Carestio
- Next results
- around Feb 3, 2027
10 paragraphs in Risk Factors of the 10-K filed May 29, 2026 with nothing like them in the 10-K filed May 29, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
force. The U.S. has solicited feedback from the trading community regarding the operation of the USMCA, and the joint review could result in changes, including, for example, the processes by which goods qualify for preferential treatment, the tariffs applicable to products or other restrictions on the movement of goods within the region under the USMCA. Changes to the USMCA could adversely affect our manufacturing operations and those of our suppliers in Canada and Mexico and impact our ability to manufacture and market products or source materials at competitive prices, which could have a material adverse effect on our financial condition and results of operations. We cannot predict the ultimate scope, duration, or impact of current or future tariff measures, changes to existing trade agreements, such as the USMCA, or the imposition of other trade restrictions.
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liability in the U.S. is lower than the income tax liability calculated under the CAMT provisions, we will be subject to additional income taxes in the U.S.
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The introduction and evolution of climate- and sustainability-related laws, regulations and reporting requirements—many of which are not uniform across jurisdictions—can increase the complexity and cost of compliance and heighten our exposure to enforcement actions, litigation and reputational harm. For example, the European Union adopted the CSRD in 2023, and in 2025 the European Commission proposed amendments to the CSRD aimed at simplifying sustainability reporting in Europe. Such amendments entered into force in March 2026, with transposition into national law by EU member states required in 2027, while changes to the ESRS are expected to be finalized later in calendar year 2026. While the EU has adopted extensive requirements through CSRD and ESRS, which continue to evolve, other jurisdictions, including, for example, the United Kingdom and California, have their own sustainability reporting frameworks. Managing compliance across these inconsistent regimes is complex and costly, and may result in disclosures that emphasize different metrics, use different methodologies or reach different conclusions depending on the applicable frameworks. We may also face challenges in presenting consistent and comparable sustainability information to global stakeholders.
These changes, and any other new or pending legal or regulatory matters, may result in the expenditure of additional resources or costs to comply with such requirements, which could affect our financial condition, results of operations or cash flows.
Similar paragraph at 1 of 59 other Health care companies: WSTRead in the 10-K ↗
Court of Cook County, Illinois. A claims process regarding confidential settlement agreements is ongoing and subject to final court approval. Furthermore, some claims would be subject to further litigation if certain terms of the applicable settlement agreements are not fulfilled and we exercise our walkaway rights. Please refer to Note 12 to our consolidated financial statements titled “Commitments and Contingencies” for further information.
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Similarly, we continue to invest in smart manufacturing to drive structural cost reduction in our facilities, including aligning work to more efficient manufacturing centers, implementing advanced manufacturing capabilities such as digital initiatives, automation and robots, and closing facilities that are not required to meet future capacity and work needs. Our success will depend on various factors, including our ability to either source or custom develop the necessary technology and components, and the digital transformation initiative’s cost-effectiveness, utility and competitive positioning. If our digital transformation initiative fails to develop as we expect, or progresses more slowly than expected, such failure to realize efficiencies and cost reduction benefits could adversely impact our financial condition and results of operations.
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Likewise, governments and regulatory bodies worldwide are actively developing new laws, regulations and ethical guidelines governing AI use, including the European Union’s Artificial Intelligence Act. Compliance with evolving and potentially inconsistent AI regulations across jurisdictions may be costly and complex. Failure to comply could result in significant penalties, restrictions on our use of AI, or reputational harm. The use of AI may also raise data privacy concerns, particularly if AI systems process sensitive health information subject to GDPR, HIPAA or other privacy regulations. If our competitors deploy AI technologies more effectively than we do, we may lose market share or be unable to maintain our competitive position. Failure to adequately manage AI-related risks could have a material adverse effect on our business, reputation, financial condition, and results of operations.
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Our investments in our business and product offerings may not be as successful as anticipated.
From time to time, we may invest in technology, business infrastructure, new businesses, product offerings and manufacturing innovations and expansion of existing businesses, each of which may require substantial cash investments and management attention. We believe cost-effective investments are essential to business growth and profitability; however, significant investments are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business. The failure of any significant investment to provide expected returns or profitability could have a material adverse effect on our financial results and divert management attention from more profitable business operations.
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STERIS may not achieve expected returns and benefits in connection with dispositions, which may require continued involvement in a divested business, such as through transition service agreements, guarantees, indemnities or other financial obligations. Under these arrangements, the performance of the divested business, or other conditions outside our control, could affect our future financial results. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results.
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New in the latest 10-Q
30 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
The Company has undertaken various restructuring actions to enhance profitability, improve operating efficiencies and optimize our manufacturing and distribution network. Restructuring charges and related liability activity associated with these plans are presented in the tables below. Restructuring charges are excluded from segment operating income. For more information regarding our business segments, refer to Note 10, titled "Business Segment Information."
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Fiscal 2027 restructuring charges primarily relate to the Fiscal 2027 Portfolio and Organizational Optimization Plan, while Fiscal 2026 restructuring charges related to the Fiscal 2025 Plan.
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See Note 17 to our consolidated financial statements, titled "Subsequent Events," for information on the refinancing and replacement of the Revolving Credit Agreement and entry into the Delayed Draw Term Loan Agreement (as defined in Note 17).
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The following table shows the fair value of our financial assets and liabilities at September 30, 2026 and March 31, 2026:
Read in the 10-Q ↗
Other Comprehensive Income (Loss) before reclassifications 0.2 0.4 (22.1) (36.2) (21.9) (35.8)
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Amounts reclassified from Accumulated Other Comprehensive Income (Loss) (0.2) (0.3) - - (0.2) (0.3)
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Net current-period Other Comprehensive Income (Loss) - 0.1 (22.1) (36.2) (22.0) (36.2)
Read in the 10-Q ↗
On October 11, 2026, STERIS Corporation, a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to acquire Xodus Medical, Inc. and certain related affiliates ("Xodus Medical") for approximately $ 2.1 billion in cash at closing, subject to customary adjustments (the "Xodus Medical Acquisition"). Xodus Medical, based in Pennsylvania, develops and produces specialty surgical products focused on patient and operating room staff safety. The Purchase Agreement also provides for additional potential earnout consideration of up to $ 150 million based upon the achievement of specified post-closing performance targets in calendar 2028.
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The transaction is expected to be financed with a combination of approximately $ 2.0 billion of new debt and cash on hand and is anticipated to close by December 31, 2026, subject to customary closing conditions and regulatory approvals. In connection with the Purchase Agreement, Parent and Corporation entered into a bridge financing commitment with JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, pursuant to which the lenders have committed to provide up to $ 2.0 billion in the aggregate in the form of a senior unsecured bridge facility, subject to customary conditions. The commitment under the bridge facility may be reduced based on net proceeds raised from permanent financing or asset sales. Upon entry into the Delayed Draw Term Loan Agreement, the commitments under the bridge financing commitment were reduced on a dollar-for-dollar basis by $ 500.0 million, resulting in a net remaining commitment of $ 1.5 billion.
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No principal payments are due on the Delayed Draw Term Loan in the first year. During years two and three, quarterly principal payments are due on the last business day of each fiscal quarter in an amount equal to the principal amount of advances outstanding on the closing date of the Xodus Medical Acquisition multiplied by 1.25 %. During years four and five, quarterly principal payments are due on the last business day of each fiscal quarter in an amount equal to the principal amount of advances outstanding on the closing date of the Xodus Medical Acquisition multiplied by 1.875 %. The remaining unpaid principal balance of the Delayed Draw Term Loan, together with accrued and unpaid interest thereon, will be due and payable at maturity.
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On November 4, 2026, Parent, FinCo, Corporation and Limited, each as a borrower and guarantor, entered into a new credit agreement (the “New Revolving Credit Agreement”) with various financial institutions and each of J.P. Morgan SE and JPMorgan Chase Bank, N.A., as administrative agents, which replaced the Revolving Credit Agreement (such refinancing, the “Revolving Credit Agreement Refinancing”). The New Revolving Credit Agreement provides for $ 1.6 billion of borrowing capacity, in the form of a revolving credit facility (the “New Revolving Credit Facility”), which may be utilized for revolving credit borrowings, swingline borrowings and letters of credit, with sublimits for such swingline borrowings and letters of credit. The New Revolving Credit Facility permits an incremental increase of commitments available thereunder in an amount not to exceed $ 800.0 million, subject to certain customary conditions.
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The New Revolving Credit Facility matures on November 4, 2031 and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on such date. On the closing date for the New Revolving Credit Agreement, no borrowings were incurred to refinance and replace the Revolving Credit Agreement.
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On October 11, 2026, we entered into the Purchase Agreement to acquire Xodus Medical for approximately $2.1 billion in cash at closing, subject to customary adjustments, plus potential earnout consideration of up to $150.0 million. We expect to close the Xodus Medical Acquisition by December 31, 2026, subject to customary closing conditions and regulatory approvals.
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were partially offset by unfavorable impacts from materials and labor costs, higher operational investments and restructuring expenses.
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Restructuring Expenses. The Company has undertaken various restructuring actions to enhance profitability, improve operating efficiencies and optimize our manufacturing and distribution network. Restructuring charges and related liability activity associated with these plans are presented in the tables below. Restructuring charges are excluded from segment operating income. For more information regarding our business segments, refer to Note 10, titled "Business Segment Information."
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Fiscal 2027 restructuring charges primarily relate to the Fiscal 2027 Portfolio and Organizational Optimization Plan, while Fiscal 2026 restructuring charges related to the Fiscal 2025 Plan.
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Upon entry into the New Revolving Credit Agreement, there was approximately $1.6 billion of availability under the New Revolving Credit Facility, net of outstanding letters of credit.
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We expect to fund the purchase price of the Xodus Medical Acquisition with a combination of approximately $2.0 billion of new debt, including approximately $500.0 million of borrowings under the Delayed Draw Term Loan, and cash on hand. We have $1.5 billion of committed bridge financing and anticipate replacing such commitments with permanent financing prior to the closing of the Xodus Medical Acquisition. In addition, the Purchase Agreement provides for potential earnout consideration of up to $150 million based upon the achievement of specified post-closing performance targets in calendar 2028.
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Further, as previously announced in connection with the Fiscal 2027 Manufacturing Restructuring Plan, we expect to invest approximately $600 million to build a new Center of Excellence facility in North Carolina.
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level of STERIS’s indebtedness limiting financial flexibility or increasing future borrowing costs; (j) the effects of changes in credit availability and pricing, as well as the ability of STERIS and STERIS’s Customers and suppliers to adequately access the credit markets, on favorable terms or at all, when needed; (k) the possibility that anticipated financial results, anticipated revenues, productivity improvements, cost savings, growth synergies, and other anticipated benefits of acquisitions, restructuring efforts, and divestitures will not be realized or will be less than anticipated due to unknown or inestimable liabilities, impairments, or increases in expected integration costs or difficulties in connection with the integration of acquired businesses; (l) the possibility that expectations about the benefits, charges and cash expenditures from the new Center of Excellence in North Carolina and the related facility consolidation plan may not be accurate or realized on anticipated timelines, or at all; (m) the risk that regulatory approvals that are required to complete the Xodus Medical Acquisition may not be received, may take longer than expected or may impose adverse conditions and STERIS’s ability to complete the Xodus Medical Acquisition on the expected timeline, or at all; and (n) the risk that the cost savings, tax benefits and other synergies expected from the Xodus Medical Acquisition may not be realized or may take longer to realize than expected, including that the Xodus Medical Acquisition may not be accretive or produce the expected cash tax benefits within the expected timeframe or to the extent anticipated.
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Risk Factors
The Purchase Agreement may be terminated in accordance with its terms and the Xodus Medical Acquisition may not be completed.
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The Xodus Medical Acquisition is subject to a number of conditions, including, among others: the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of any required approvals under other applicable antitrust laws; the absence of governmental orders or laws prohibiting closing; the accuracy of each party’s representations and warranties (subject to specified materiality and material adverse effect standards); and each party’s performance of its obligations in all material respects. These conditions may not be fulfilled in a timely manner or at all, and governmental authorities may condition their approval on divestitures or other remedies, any of which could delay or prevent the closing, increase costs or reduce the anticipated benefits of the Xodus Medical Acquisition.
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Either STERIS or the sellers may terminate the Purchase Agreement if the Xodus Medical Acquisition has not been completed by July 12, 2027 (automatically extended to January 11, 2028 if required regulatory approvals remain outstanding) and in certain other circumstances. If the Xodus Medical Acquisition is not completed for any reason, STERIS will have incurred significant transaction-related costs and devoted substantial management time and resources, without realizing any of the anticipated benefits, which could materially and adversely affect STERIS’s business, financial condition, results of operations and the market price of its ordinary shares.
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Uncertainty about the Xodus Medical Acquisition may adversely affect the businesses of STERIS and Xodus Medical while the Xodus Medical Acquisition is pending.
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Uncertainty about the effect of the Xodus Medical Acquisition may cause key employees to leave and Customers, suppliers and other business partners to delay decisions or seek to change or terminate their relationships with STERIS or Xodus Medical. In addition, the Purchase Agreement restricts Xodus Medical from taking certain actions without STERIS’s consent before the closing, which may prevent Xodus Medical from pursuing business opportunities. STERIS and Xodus Medical may also become subject to litigation or regulatory inquiries relating to the Xodus Medical Acquisition, which could result in additional costs, delay the closing or divert management’s attention.
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STERIS expects to incur substantial additional indebtedness to finance the Xodus Medical Acquisition, which could adversely affect its business and financial condition.
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As of September 30, 2026, STERIS had approximately $1.9 billion of indebtedness outstanding, and it expects to incur approximately $2.0 billion of additional indebtedness to finance the Xodus Medical Acquisition. This additional indebtedness will heighten the risks described under “Our debt level or access to credit markets may limit our financial and business flexibility” in STERIS’s Annual Report on Form 10-K. The terms of any permanent financing will depend on market conditions at the time and may be less favorable than anticipated, and the agreements governing it are expected to contain covenants that may restrict STERIS’s operations. If STERIS is unable to obtain permanent financing on acceptable terms, it may be required to draw on the bridge facility, which would likely carry higher costs and shorter maturities. Furthermore, STERIS’s ability to service this indebtedness will depend in part on Xodus Medical achieving its anticipated results and Xodus Medical’s actual results may differ materially from expectations.
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Other information
On August 13, 2026, Daniel A. Carestio, President and Chief Executive Officer of the Company, adopted a trading arrangement for the sale of the Company’s ordinary shares that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (such plan, a “Rule 10b5-1 Trading Plan”). Mr. Carestio’s Rule 10b5-1 Trading Plan, which expires July 14, 2028, provides for the sale of up to 31,980 ordinary shares pursuant to the terms of such plan. Certain of the subject shares are currently unvested awards. The actual number of ordinary shares available to be sold under the Rule 10b5-1 Trading Plan related to unvested awards will be calculated at the time of vesting of such equity awards after withholding to satisfy tax obligations.
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On September 4, 2026, Cary L. Majors, Senior Vice President and President, Healthcare of the Company, adopted a Rule 10b5-1 Trading Plan. Mr. Majors’s Rule 10b5-1 Trading Plan, which expires September 7, 2027, provides for the sale of up to 5,231 ordinary shares and the exercise and sale of up to 24,712 stock options pursuant to the terms of such plan.
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Item 6
* A management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed May 29, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
For a complete discussion of the Company's risk factors, you should carefully review the risk factors included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which was filed with the SEC on May 29, 2026. There have been no material changes to the risk factors set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, except with regard to the risk factors set forth below related to the Xodus Medical Acquisition.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
The Xodus Medical Acquisition is subject to a number of conditions, including, among others: the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of any required approvals under other applicable antitrust laws; the absence of governmental orders or laws prohibiting closing; the accuracy of each party’s representations and warranties (subject to specified materiality and material adverse effect standards); and each party’s performance of its obligations in all material respects. These conditions may not be fulfilled in a timely manner or at all, and governmental authorities may condition their approval on divestitures or other remedies, any of which could delay or prevent the closing, increase costs or reduce the anticipated benefits of the Xodus Medical Acquisition.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
Either STERIS or the sellers may terminate the Purchase Agreement if the Xodus Medical Acquisition has not been completed by July 12, 2027 (automatically extended to January 11, 2028 if required regulatory approvals remain outstanding) and in certain other circumstances. If the Xodus Medical Acquisition is not completed for any reason, STERIS will have incurred significant transaction-related costs and devoted substantial management time and resources, without realizing any of the anticipated benefits, which could materially and adversely affect STERIS’s business, financial condition, results of operations and the market price of its ordinary shares.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
Uncertainty about the Xodus Medical Acquisition may adversely affect the businesses of STERIS and Xodus Medical while the Xodus Medical Acquisition is pending.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
Uncertainty about the effect of the Xodus Medical Acquisition may cause key employees to leave and Customers, suppliers and other business partners to delay decisions or seek to change or terminate their relationships with STERIS or Xodus Medical. In addition, the Purchase Agreement restricts Xodus Medical from taking certain actions without STERIS’s consent before the closing, which may prevent Xodus Medical from pursuing business opportunities. STERIS and Xodus Medical may also become subject to litigation or regulatory inquiries relating to the Xodus Medical Acquisition, which could result in additional costs, delay the closing or divert management’s attention.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
STERIS expects to incur substantial additional indebtedness to finance the Xodus Medical Acquisition, which could adversely affect its business and financial condition.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
As of September 30, 2026, STERIS had approximately $1.9 billion of indebtedness outstanding, and it expects to incur approximately $2.0 billion of additional indebtedness to finance the Xodus Medical Acquisition. This additional indebtedness will heighten the risks described under “Our debt level or access to credit markets may limit our financial and business flexibility” in STERIS’s Annual Report on Form 10-K. The terms of any permanent financing will depend on market conditions at the time and may be less favorable than anticipated, and the agreements governing it are expected to contain covenants that may restrict STERIS’s operations. If STERIS is unable to obtain permanent financing on acceptable terms, it may be required to draw on the bridge facility, which would likely carry higher costs and shorter maturities. Furthermore, STERIS’s ability to service this indebtedness will depend in part on Xodus Medical achieving its anticipated results and Xodus Medical’s actual results may differ materially from expectations.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Added10-Q 2026-11-05 vs 10-K 2026-05-29
On May 3, 2023 our Board of Directors authorized a share repurchase program (the "Outgoing Repurchase Program") for the purchase of up to $500.0 million aggregate purchase amount (exclusive of fees, commissions, and other charges), with no specified expiration date. Under the Outgoing Repurchase Program, the Company could repurchase its shares from time to time through open market purchases, including 10b5-1 plans. It also permitted share repurchases to be activated, suspended or discontinued at any time.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
On May 5, 2026, our Board of Directors terminated the Outgoing Repurchase Program and authorized a new share repurchase program (the "New Repurchase Program") for the purchase of up to $1,000.0 million aggregate purchase amount (exclusive of fees, commissions, and other charges).
Added10-Q 2026-11-05 vs 10-K 2026-05-29
Under the New Repurchase Program, we may repurchase our shares from time to time through open market purchases, including 10b5-1 plans. Any share repurchases may be activated, suspended or discontinued at any time. There is no limitation to the number of shares that can be repurchased in a year and there is no expiration date for the New Repurchase Program.
Added10-Q 2026-11-05 vs 10-K 2026-05-29
During the first six months of fiscal 2027, we repurchased 0.9 million of our ordinary shares for the aggregate purchase amount of $200.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the New Repurchase Program. During the first six months of fiscal 2026, we repurchased 0.4 million of our ordinary shares for the aggregate amount of $100.0 million (exclusive of fees, commissions, and other charges) pursuant to authorizations, under the Outgoing Repurchase Program.
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