STE: Material agreement

ITEM 1.01. Entry into a Material Definitive Agreement. On October 11, 2026, STERIS Corporation (“Purchaser”), a wholly owned subsidiary of STERIS plc (“STERIS” or the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Craig E. Kaforey, individually, as trustee of the Craig E. Kaforey Legacy Trust and as seller’s representative, and Mark A. Kaforey, individually and as trustee of the Mark A. Kaforey Legacy Trust (collectively, the “Sellers”), to acquire all of the equity interests of Xodus Medical, Inc., a specialty surgical products business based in Pennsylvania, and certain related affiliates (collectively, “Xodus”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Purchaser will acquire Xodus (the “Acquisition”) for $2.1 billion in cash at closing, subject to customary adjustments. The Purchase Agreement also provides for additional potential earnout consideration of up to $150 million based on the achievement of specified post-closing performance targets in calendar 2028. The Acquisition is expected to be financed primarily with debt and is anticipated to close by December 31, 2026, subject to customary closing conditions and regulatory approvals. The Purchase Agreement provides for customary representations, warranties, covenants and agreements. The Purchase Agreement also imposes customary confidentiality, non-solicitation and non-compete obligations upon the Sellers. The Purchase Agreement provides Purchaser and the Sellers with certain termination rights, including that either the Purchaser or the Sellers may terminate the Purchase Agreement if the Acquisition has not occurred on or prior to July 12, 2027, which may be extended under certain circumstances to January 11, 2028