--- ticker: STE company: STE filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 1 risks_removed: 3 risks_modified: 11 risks_unchanged: 20 source: SEC EDGAR url: https://riskdiff.com/ste/2026-vs-2025/ markdown_url: https://riskdiff.com/ste/2026-vs-2025/index.md generated: 2026-06-01 --- # STE: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 1 | | Risks removed | 3 | | Risks modified | 11 | | Unchanged | 20 | --- ## New in Current Filing: 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. --- ## No Match in Current: We might be adversely impacted by tax legislation or challenges to our tax positions. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell products or services. Tax laws might change in ways that adversely affect our tax positions, effective tax rate and cash flow. The tax laws are extremely complex and subject to varying interpretations. We are subject to tax examinations in various jurisdictions that might assess additional tax liabilities against us. Our tax reporting positions might be challenged by relevant tax authorities, we might incur significant expense in our efforts to defend those challenges, and we might be unsuccessful in those efforts. Developments in examinations and challenges might materially change our provision for taxes in the affected periods and might differ materially from our historical tax accruals. Any of these risks might have a materially adverse impact on our business operations, our cash flows and our financial position or results of operations. --- ## No Match in Current: The U.S. Internal Revenue Service (the "IRS") may not agree that we are a non-U.S. corporation for U.S. federal tax purposes. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the Code ("Section 7874"). For U.S. federal tax purposes, a company generally is considered to be a tax resident in the jurisdiction of its organization. Because we are organized under the laws of Ireland, we would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes. The rules under Section 7874 are complex, but as a general matter, a foreign corporation is treated as a U.S. corporation if the foreign corporation acquires stock in or assets of a U.S. corporation (or a U.S. partnership) whereas, by reason of such acquisition, the former shareholders of the U.S. corporation (or the former partners of the U.S. partnership) own at least 80% (by vote or value) of the stock in the foreign corporation. If we were to be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability. Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders. For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Irish tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations. --- ## No Match in Current: We may fail to realize all of the anticipated benefits of our strategic business initiatives, as well as acquisitions, dispositions or joint ventures, or those benefits may take longer to realize than expected. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The success of our strategic business initiatives depend, in part, on our ability to realize the anticipated benefits and cost savings from such initiatives. These anticipated benefits and cost savings may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other 23 23 23 Table of Contents Table of Contents adverse effects that we do not currently foresee. Furthermore, assumptions that we have made with respect to acquisitions, dispositions or joint ventures, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized. The processes involved with disposing of our businesses, entering into joint ventures or post-acquisition integration, as well as the implementation of other strategic initiatives, may result in the loss of key employees, the disruption of ongoing business, changes in strategy or inconsistencies in standards, controls, procedures, and policies. There could also be potential unknown liabilities and unforeseen expenses that were not discovered or previously expected. Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses, product or service lines, assets or technologies we purchase, divest or invest in, an unavoidable level of risk remains regarding their actual operating and financial condition, as well as their strategic fit. We may not be able to ascertain actual value or understand potential liabilities until or after we actually assume operational control of these businesses, product or service lines, assets or technologies. --- ## Modified: The integration of acquired businesses into STERIS or working arrangements with joint venture partners may not be as successful as anticipated. **Key changes:** - Reworded sentence: "The integration of acquired businesses into STERIS as well as the entry into and operation of strategic joint ventures involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses or partners; and uncertainties related to design, operation and integration of internal controls over financial reporting." **Prior (2025):** We have made large acquisitions of businesses. The integration of acquired businesses into STERIS involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of internal controls over financial reporting. Difficulties in integrating acquired businesses into STERIS may result in the business performing differently than expected, in operational challenges, in strategic changes or in the failure to realize anticipated expense-related efficiencies. STERIS's existing businesses could also be negatively impacted by the integration actions. Potential difficulties that may be encountered in the integration process include, among other factors: •the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition;•complexities associated with managing the larger, more complex, integrated business;•not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies;•integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services;•potential unknown liabilities and unforeseen expenses associated with the acquisition;•loss of key employees;•integrating relationships with Customers, vendors and business partners;•performance shortfalls as a result of the diversion of management's attention caused by integration activities; and•the disruption of, or the loss of momentum in, an acquired business and STERIS's ongoing business or inconsistencies in standards, controls, procedures and policies.Past and future business acquisitions may not be as accretive to STERIS's earnings per share and cash flow from operations per share, which may negatively affect the market price of STERIS shares. •the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition; •complexities associated with managing the larger, more complex, integrated business; •not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies; •integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services; •potential unknown liabilities and unforeseen expenses associated with the acquisition; •loss of key employees; •integrating relationships with Customers, vendors and business partners; •performance shortfalls as a result of the diversion of management's attention caused by integration activities; and •the disruption of, or the loss of momentum in, an acquired business and STERIS's ongoing business or inconsistencies in standards, controls, procedures and policies. Past and future acquisitions may not be as accretive to STERIS's earnings per share and cash flow from operations per share as expected. Future events and conditions could decrease or delay any expected accretion, result in dilution or cause greater dilution than is currently expected, including adverse changes in market conditions, production levels, operating results, competitive conditions, laws and regulations affecting STERIS, capital expenditure obligations, higher than expected integration costs, lower than expected synergies and general economic conditions. Any decrease or delay of any accretion to STERIS's earnings per share or cash flow from operations per share could cause the price of the STERIS's ordinary shares to decline. **Current (2026):** The integration of acquired businesses into STERIS as well as the entry into and operation of strategic joint ventures involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses or partners; and uncertainties related to design, operation and integration of internal controls over financial reporting. These risks and difficulties may result in the business performing differently than expected, in operational challenges, in strategic changes or in the failure to realize anticipated expense-related efficiencies. STERIS's existing businesses could also be negatively impacted by integration actions or the administration of joint ventures. Potential difficulties that may be encountered include, among other factors: •the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition;•complexities associated with managing the larger, more complex, integrated business;•not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies;•integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services;•potential unknown liabilities and unforeseen expenses;•loss of key employees;•integrating relationships with Customers, vendors and business partners;•performance shortfalls as a result of the diversion of management's attention caused by integration or joint venture activities; and•the disruption of, or the loss of momentum in a new business and STERIS's ongoing business or inconsistencies in standards, controls, procedures and policies.Past and future business acquisitions may not be as accretive to STERIS's earnings per share and cash flow from operations per share, which may negatively affect the market price of STERIS shares. •the inability to successfully integrate the business of an acquired business into STERIS in a manner that permits STERIS to achieve the full revenue and cost savings anticipated from the acquisition; •complexities associated with managing the larger, more complex, integrated business; •not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies; •integrating personnel from acquired businesses into STERIS while maintaining focus on providing consistent, high-quality products and services; •potential unknown liabilities and unforeseen expenses; •loss of key employees; •integrating relationships with Customers, vendors and business partners; •performance shortfalls as a result of the diversion of management's attention caused by integration or joint venture activities; and •the disruption of, or the loss of momentum in a new business and STERIS's ongoing business or inconsistencies in standards, controls, procedures and policies. Past and future acquisitions may not be as accretive to STERIS's earnings per share and cash flow from operations per share as expected. Future events and conditions could decrease or delay any expected accretion, result in dilution or cause greater dilution than is currently expected, including adverse changes in market conditions, production levels, operating results, competitive conditions, laws and regulations affecting STERIS, capital expenditure obligations, higher than expected integration costs, lower than expected synergies and general economic conditions. Any decrease or delay of any accretion to STERIS's earnings per share or cash flow from operations per share could cause the price of the STERIS's ordinary shares to decline. --- ## Modified: Changes in tax treaties and trade agreements could negatively impact our costs, results of operations and earnings per share. **Key changes:** - Added sentence: "Further, our organization under the laws of Ireland could be challenged by the IRS." - Added sentence: "Should the IRS assert that we should be treated as a U.S." - Added sentence: "federal tax purposes, we could be subject to substantial additional U.S." - Added sentence: "tax liability and non-U.S." - Added sentence: "holders of our ordinary shares would be subject to U.S." **Prior (2025):** Legislative and regulatory action may be taken in the U.S. which, if ultimately adopted, could override or otherwise adversely impact tax treaties upon which we rely or broaden the circumstances under which STERIS plc would be considered a U.S. resident, each of which could materially and adversely affect our tax obligations. We cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals are adopted that have the effect of disregarding our organization in Ireland or limiting our ability as an Irish company to take advantage of tax treaties with the U.S., we could be subject to increased taxation and/or potentially significant expense. On June 7, 2017, several countries, including many countries in which we operate and have subsidiaries, adopted the OECD's Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements. The MLI came into effect on July 1, 2018. The MLI may modify effected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of affected tax treaties could eventually be significant. To date, more than 100 jurisdictions have joined the BEPS MLI, out of which most jurisdictions have ratified, accepted, or approved the MLI, and it covers around 1,950 bilateral tax treaties worldwide. Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature. As a result, our income may be taxed in jurisdictions where it is not currently taxed and at higher rates than it is currently taxed, which may increase our effective tax rate. Existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws and regulations or policies governing the terms of foreign trade, and in particular, increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products could have a material adverse impact on our business and financial results. **Current (2026):** Legislative and regulatory action may be taken in the U.S. which, if ultimately adopted, could override or otherwise adversely impact tax treaties upon which we rely or broaden the circumstances under which STERIS plc would be considered a U.S. resident, each of which could materially and adversely affect our tax obligations. We cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals are adopted that have the effect of disregarding our organization in Ireland or limiting our ability as an Irish company to take advantage of tax treaties with the U.S., we could be subject to increased taxation and/or potentially significant expense. Further, our organization under the laws of Ireland could be challenged by the IRS. Should the IRS assert that we should be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability and non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders. For Irish tax purposes, we are expected, regardless of our U.S. tax resident status, to be treated as an Irish tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal tax purposes, we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations. On June 7, 2017, several countries, including many countries in which we operate and have subsidiaries, adopted the OECD's Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI"), which generally is meant to prevent treaty abuse, improve dispute resolution, prevent the artificial avoidance of permanent establishment status and neutralize the effect of hybrid mismatch agreements. The MLI came into effect on July 1, 2018. The MLI may modify effected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of affected tax treaties could eventually be significant. To date, more than 100 jurisdictions have joined the BEPS MLI, out of which most jurisdictions have ratified, accepted, or approved the MLI, and it covers almost 2,000 bilateral tax treaties worldwide. Signatories include jurisdictions from all continents and all levels of development and other jurisdictions are also actively working towards signature. As a result, our income may be taxed in jurisdictions where it is not currently taxed and at higher rates than it is currently taxed, all of which may increase our effective tax rate. Existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws and regulations or policies governing the terms of foreign trade, and in particular, increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products could have a material adverse impact on our business and financial results. 17 17 17 Table of Contents Table of Contents --- ## Modified: Our acquisition activity and ability to grow organically may be adversely affected if we are unable to continue to access the financial markets. **Key changes:** - Reworded sentence: "To the extent our existing sources of cash are insufficient to fund these or other future activities, we have in the past needed and may in the future need to raise additional funds through new or expanded financing arrangements, which could include further borrowings or equity issuances." **Prior (2025):** We have financed acquisitions through cash on hand, borrowings under our bank credit facilities and through public note offerings. Future acquisitions or other capital requirements and investments will necessitate additional cash. To the extent our 22 22 22 Table of Contents Table of Contents existing sources of cash are insufficient to fund these or other future activities, we have and may need to raise additional funds through new or expanded borrowing arrangements or equity issuances. There can be no assurance that we will be able to obtain additional funds beyond those available under existing bank credit facilities on terms favorable to us, or at all, or that such facilities can be replaced when they terminate. **Current (2026):** We have financed acquisitions through cash on hand, borrowings under our bank credit facilities and through public note offerings. Future acquisitions or other capital requirements and investments will necessitate additional cash. To the extent our existing sources of cash are insufficient to fund these or other future activities, we have in the past needed and may in the future need to raise additional funds through new or expanded financing arrangements, which could include further borrowings or equity issuances. There can be no assurance that we will be able to obtain additional funds on terms favorable to us, or at all, or that our existing bank credit facilities or other indebtedness can be replaced or refinanced when they mature or terminate. --- ## Modified: The effects of geopolitical instability may adversely affect us and create significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable. **Key changes:** - Reworded sentence: "Geopolitical instability has negatively impacted, and could in the future negatively impact, the global and U.S." - Reworded sentence: "The extent to which such geopolitical instability, including changes to trade policy, adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, may depend on future developments that are highly uncertain and unpredictable." - Reworded sentence: "Tariffs, trade restrictions and other changes to international trade policies may result in increased production costs and product pricing, supply chain disruptions, limited access to end markets, lower profitability, increasing inability of consumers and Customers to pay, reduced consumer and Customer demand, economic slowdowns and recessions and uncertainty related to planning long-term investments and strategies, and may have other competitive effects, including those exacerbated by competitors with different supply chain footprints, each of which could have a material adverse effect on our business." - Removed sentence: "13 13 13 Table of Contents Table of Contents" **Prior (2025):** Ongoing geopolitical instability has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising inflation, volatility in capital markets and foreign currency exchange rates, rising interest rates, reduced consumer and Customer demand, economic slowdowns and recessions and heightened cybersecurity risks. The extent to which such geopolitical instability adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, may depend on future developments that are highly uncertain and unpredictable. If geopolitical instability materially affects us, it may also have the effect of heightening other risks related to our business. The potential impacts of such geopolitical instability include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange and interest rates, increased inflationary pressure on raw materials and energy, reduced consumer and Customer demand, economic slowdowns and recessions and other risks, including an elevated risk of cybersecurity threats and the potential for new or further sanctions, tariffs or changes to international trade policy. For instance, the U.S. and other countries have announced changes, and planned changes, to international trade policy, including increasing tariffs on imports, and potentially renegotiating or terminating existing trade agreements. The international trade environment is highly dynamic, and such changes, and retaliatory responses thereto, continue to evolve. Tariffs, trade restrictions and other changes to international trade policies may result in increased production costs and product pricing, supply chain disruptions, limited access to end markets, lower profitability, increasing inability of consumers and Customers to pay, reduced consumer and Customer demand, economic slowdowns and recessions and uncertainty related to planning long-term investments and strategies, and may have other competitive effects, each of which could have a material adverse effect on our business. We may also need to make material changes to our global production footprint and workforce, which could require significant capital expenditures and could result in asset impairments and other charges, including restructuring charges, any of which could be material. The duration and scope of all such changes that have been and will ultimately be implemented are not known at this time, and as such, any resulting impacts on our business are uncertain. 13 13 13 Table of Contents Table of Contents **Current (2026):** Geopolitical instability has negatively impacted, and could in the future negatively impact, the global and U.S. economies, including by causing supply chain disruptions, rising inflation, volatility in capital markets and foreign currency exchange rates, rising interest rates, reduced consumer and Customer demand, economic slowdowns and recessions and heightened cybersecurity risks. The extent to which such geopolitical instability, including changes to trade policy, adversely affects our business, financial condition and results of operations, as well as our liquidity and capital profile, may depend on future developments that are highly uncertain and unpredictable. If geopolitical instability or evolving trade policy materially affects us, it may also have the effect of heightening other risks related to our business. The potential impacts of geopolitical instability, which may result from the actions of state and non-state actors, include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange and interest rates, increased inflationary pressure on raw materials and energy, reduced consumer and Customer demand, economic slowdowns and recessions and other risks, including an elevated risk of cybersecurity threats and the potential for new or further sanctions, tariffs or changes to international trade policy. Furthermore, the U.S. and other countries have announced and enacted changes, and planned changes, to international trade policy, including increasing tariffs on imports, and potentially renegotiating or terminating existing trade agreements. The international trade environment is highly dynamic, and such changes, and retaliatory responses thereto, continue to evolve. Tariffs, trade restrictions and other changes to international trade policies may result in increased production costs and product pricing, supply chain disruptions, limited access to end markets, lower profitability, increasing inability of consumers and Customers to pay, reduced consumer and Customer demand, economic slowdowns and recessions and uncertainty related to planning long-term investments and strategies, and may have other competitive effects, including those exacerbated by competitors with different supply chain footprints, each of which could have a material adverse effect on our business. In addition, the United States-Mexico-Canada Agreement ("USMCA") requires a formal six-year joint evaluation of the agreement. The first such review is expected to commence on July 1, 2026, the sixth anniversary of the agreement's entry into 13 13 13 Table of Contents Table of Contents 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. We may also need to make material changes to our global production footprint and workforce as a result of geopolitical developments or changes to trade policy, which could require significant capital expenditures and could result in asset impairments and other charges, including restructuring charges, any of which could be material. The duration and scope of all such changes that have been and will ultimately be implemented are not known at this time, and as such, any resulting impacts on our business are uncertain. --- ## Modified: Our business environment is highly competitive, and if we fail to compete successfully, our revenues and results of operations may be negatively impacted. **Key changes:** - Reworded sentence: "We also continue to work with our suppliers to implement plans to improve our competitive position by reducing material costs and manufacturing inefficiencies and realize productivity gains and distribution and supply chain efficiencies." - Added sentence: "In addition, we also face competition within our AST segment from our Customers who may insource their sterilization needs by utilizing their own technology and systems." - Added sentence: "If we cannot successfully implement our strategies to compete, our revenues and results of operations may be negatively impacted, which could adversely affect our business, financial condition and results of operations or our long-term prospects." **Prior (2025):** We operate in a highly competitive environment. Our businesses compete with other broad-line manufacturers, as well as many smaller businesses specializing in particular products or services, primarily on the basis of brand, design, quality, safety, ease of use, serviceability, price, product features, warranty, delivery, service, and technical support. We face increased competition from new infection prevention, sterile processing, contamination control, surgical support, cleaning consumables, 17 17 17 Table of Contents Table of Contents gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market. Competitors and potential competitors also are attempting to develop alternate technologies and sterilizing agents, as well as disposable medical instruments and other devices designed to address the risk of contamination. **Current (2026):** We operate in a highly competitive environment. Our businesses compete with other broad-line manufacturers, as well as many smaller businesses specializing in particular products or services, primarily on the basis of brand, design, quality, safety, ease of use, serviceability, price, product features, warranty, delivery, service, and technical support. We also continue to work with our suppliers to implement plans to improve our competitive position by reducing material costs and manufacturing inefficiencies and realize productivity gains and distribution and supply chain efficiencies. Maintaining and improving our competitive position will require continued investment by us in manufacturing, engineering, quality standards, marketing, Customer service and support of our distribution networks. We also face increased competition from new infection prevention, sterile processing, contamination control, surgical support, cleaning consumables, gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market. Competitors and potential competitors also are attempting to develop alternate technologies and sterilizing agents, as well as disposable medical instruments and other devices designed to address the risk of contamination. In addition, we also face competition within our AST segment from our Customers who may insource their sterilization needs by utilizing their own technology and systems. If we cannot successfully implement our strategies to compete, our revenues and results of operations may be negatively impacted, which could adversely affect our business, financial condition and results of operations or our long-term prospects. --- ## Modified: Current economic and political conditions make tax rules in any jurisdiction subject to significant change. **Key changes:** - Reworded sentence: "The One Big Beautiful Bill Act (the "OBBBA") was signed into law on July 4, 2025." - Reworded sentence: "jurisdictions have raised tax rates, and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications." - Reworded sentence: "Although we do not expect to be subject to the CAMT regime for fiscal years through 2026, we continue to monitor our status under the CAMT rules." - Reworded sentence: "Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws ("GloBE" or "Pillar Two") in the EU member countries, in most cases beginning in fiscal year 2024." - Reworded sentence: "In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction." **Prior (2025):** The U.S. Tax Cuts and Jobs Act (the "TCJA") was signed into law on December 22, 2017. Guidance continues to be issued clarifying the application of this legislation and changes have been proposed, and in many instances finalized, with respect to a number of income tax provisions (including foreign tax credit regulations) in the U.S. that could increase our total tax expense. In addition, beginning January 1, 2022, the limitation on deductibility of interest expense, which generally limits a deduction for interest expense to 30% of taxable income (subject to certain adjustments), must be determined by reducing taxable income by depreciation and amortization deductions, which may limit our ability to deduct interest expense in the future. We cannot predict the overall impact that the additional guidance and recent changes may have on our business. In addition, due to the expiration of many provisions of the TCJA at the end of 2025, the U.S. may experience a significant amount of changes to the tax rules impacting U.S. corporations. Such developments may further affect our income tax liability in the U.S. and, as a consequence, our effective tax rate. Furthermore, some non-U.S. jurisdictions have raised tax rates, and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications in reaction to the current provisions of the TCJA, potential future modifications or repeal of certain provisions of the TCJA, and other current economic conditions. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. One of the provisions in the IRA added a corporate alternative minimum tax ("CAMT") to the U.S. Internal Revenue Code of 1986, as amended (the "Code"), beginning for fiscal years 2023. We do not expect to be subject to the CAMT regime for fiscal years through 2025. However, if in the future we become subject to CAMT, then if our regular income tax 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. In addition, further changes in the tax laws of other jurisdictions will likely arise, including as a result of the base erosion and profit shifting ("BEPS") project undertaken by the Organization for Economic Cooperation and Development ("OECD"). The OECD, which represents a coalition of member countries, has issued recommendations that, in some cases, would make substantial changes to numerous long-standing tax positions and principles. Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws (a/k/a GloBE or Pillar Two) in the EU member countries, in most cases beginning in fiscal year 2024. Most EU member countries and many non-EU member countries have already adopted local legislation based on GloBE Model Rules. Some of the countries that have not yet adopted GloBE are expected to do so in the near future. The GloBE rules could subject us to additional income taxes in the jurisdictions that adopted GloBE if our effective corporate tax rate in those jurisdictions (determined under the GloBE rules) is below 15%. Accordingly, the GloBE rules could increase tax uncertainty and adversely impact our provision for income taxes. In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction. These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions who adopt the GloBE rules. OECD continues to issue guidance under GloBE which could result in amendments and modifications of the local GloBE rules and further uncertainty of GloBE's impact on our income tax expense. **Current (2026):** The One Big Beautiful Bill Act (the "OBBBA") was signed into law on July 4, 2025. Some limited guidance has been issued clarifying the application of some of the provisions in this legislation, and more guidance is expected to be issued in the near future with respect to a number of income tax provisions in the OBBBA. The law did not have a material impact on our fiscal 2026 consolidated financial statements, and we do not expect it to have a material impact on our effective tax rate in future years. However, we are unable to fully predict the overall impact that the OBBBA and additional guidance may have on our business. Furthermore, some non-U.S. jurisdictions have raised tax rates, and it is reasonable to expect that other global taxing authorities will be reviewing current legislation for potential modifications. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. One of the provisions in the IRA added a corporate alternative minimum tax ("CAMT") to the U.S. Internal Revenue Code of 1986, as amended (the "Code"), beginning for fiscal years 2023. Although we do not expect to be subject to the CAMT regime for fiscal years through 2026, we continue to monitor our status under the CAMT rules. If in the future we become subject to CAMT, and if our regular income tax 16 16 16 Table of Contents Table of Contents 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. In addition, further changes in the tax laws of other jurisdictions will likely arise, including as a result of the base erosion and profit shifting ("BEPS") project undertaken by the Organization for Economic Cooperation and Development ("OECD"). The OECD, which represents a coalition of member countries, has issued recommendations that, in some cases, would make substantial changes to numerous long-standing tax positions and principles. Following the issuance of such recommendation, in December 2022, the European Union issued a directive to adopt Global Base Erosion laws ("GloBE" or "Pillar Two") in the EU member countries, in most cases beginning in fiscal year 2024. Most EU member countries and many non-EU member countries have already adopted local legislation based on GloBE Model Rules. Some of the countries that have not yet adopted GloBE are expected to do so in the near future. In addition, the GloBE rules have certain transition period provisions that apply to certain intercompany transactions occurring between December 1, 2021 and the effective date of the GloBE rules in a given jurisdiction. These transition period provisions may have an adverse impact on our effective tax rate, and subject us to additional income tax, in some of the jurisdictions that adopt the GloBE rules. OECD continues to issue guidance under GloBE which could result in amendments and modifications of the local GloBE rules and further uncertainty of GloBE's impact on our income tax expense. In the most recent guidance, issued in January of 2026, OECD modified, among other things, certain rules relating to the one-year extension of the transitional country-by-country reporting safe harbor and the addition of both a permanent simplified effective tax rate safe harbor and a substance-based tax incentive safe harbor. This guidance also introduced a so-called "side-by-side" safe harbor pursuant to which multinational groups with an ultimate parent entity (or a "UPE") located in a qualifying jurisdiction are effectively exempt from certain GloBE taxes. At this time, only the United States is included on the list of qualifying jurisdictions allowing U.S.-parented multinational companies to avoid such GloBE taxes. While we have substantial presence in the U.S., we do not anticipate to benefit from the side-by-side safe harbor at this time, because we are a multinational enterprise with a UPE organized in Ireland. As a result, the GloBE rules could subject us to additional income taxes in the jurisdictions that adopted GloBE if our effective corporate tax rate in those jurisdictions (determined under the GloBE rules) is below 15%. Accordingly, the GloBE rules could increase tax uncertainty and adversely impact our provision for income taxes. --- ## Modified: STERIS has incurred and expects to incur significant transaction and related costs in connection with strategic transactions, which may be in excess of those anticipated. **Key changes:** - Reworded sentence: "STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitions, dispositions and joint ventures, and expects to incur similar costs for any future strategic transactions." - Reworded sentence: "Additional unanticipated costs may be incurred in connection with strategic transactions." **Prior (2025):** STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitions and dispositions, and expects to incur similar costs for any future business acquisitions or dispositions. STERIS expects to incur non-recurring costs associated with the integrations of recent acquisitions into STERIS and working towards achieving the desired synergies of such acquisitions. These fees and costs have been, and may continue to be, substantial. The non-recurring expenses include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, and severance and benefit costs. STERIS also expects to incur and has incurred costs to consolidate facilities and systems. Additional unanticipated costs may be incurred in the integration of any acquired business. Although STERIS expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of acquired businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. 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. **Current (2026):** STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitions, dispositions and joint ventures, and expects to incur similar costs for any future strategic transactions. The anticipated benefits and cost savings from such initiatives may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other adverse effects that we do not currently foresee. STERIS expects to incur non-recurring costs associated with the integrations of recent acquisitions into STERIS, joint ventures and working towards achieving desired synergies. These fees and costs have been, and may continue to be, substantial. The non-recurring expenses include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, and severance and benefit costs. STERIS also expects to incur and has incurred costs to consolidate facilities and systems. Additional unanticipated costs may be incurred in connection with strategic transactions. Although STERIS expects that the elimination of duplicative costs, as 24 24 24 Table of Contents Table of Contents well as the realization of other efficiencies related to the integration of acquired businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. 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. --- ## Modified: We engage in acquisitions and affiliations, divestitures, and other business arrangements. Our growth may be adversely affected if we are unable to successfully identify and price strategic business candidates or otherwise optimize our business portfolio. **Key changes:** - Reworded sentence: "In recent fiscal years we have made a number of acquisitions, joint ventures and dispositions." - Removed sentence: "Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost synergies, manage the expanded business footprint and otherwise execute our strategies." - Removed sentence: "Our success will also depend on our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations, or to divest or realign businesses." - Added sentence: "Furthermore, assumptions that we have made with respect to acquisitions, dispositions or joint ventures, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized." - Added sentence: "The processes involved with disposing of our businesses, entering into joint ventures or post-acquisition integration, as well as the implementation of other strategic initiatives, may result in the loss of key employees, the disruption of ongoing business, changes in strategy or inconsistencies in standards, controls, procedures and policies." **Prior (2025):** Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, and other assets, and other actions intended to optimize our portfolio of businesses. This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In the last several fiscal years we have made a number of acquisitions and dispositions. There can be no assurance that any acquisition or disposition will ultimately prove to be a strategic success. Also, we may be unable to find or consummate future acquisitions and divestitures at acceptable prices and terms. We continually evaluate potential business developments opportunities in the ordinary course of business. Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost synergies, manage the expanded business footprint and otherwise execute our strategies. Our success will also depend on our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations, or to divest or realign businesses. Competition for strategic business candidates may result in increases in costs and price for acquisition candidates and market valuation issues may reduce the value available for divestiture of non-strategic businesses. These types of transactions are also subject to a number of other risks and uncertainties, including: delays in realizing or failure to realize anticipated benefits of the transactions; a termination or delay in the consummation of acquisition or disposition transactions by counterparties; diversion of management's time and attention from other business concerns; difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses; difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties, including those that may expose us to greater cybersecurity risk; adverse effects on existing business relationships with suppliers or Customers; other events contributing to difficulties in generating future cash flows; risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses and difficulties in obtaining financing. **Current (2026):** Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, and other assets, and other actions intended to optimize our portfolio of businesses. This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In recent fiscal years we have made a number of acquisitions, joint ventures and dispositions. We may be unable to find or consummate future acquisitions, joint ventures opportunities and divestitures at acceptable prices and terms. We continually evaluate potential business developments opportunities in the ordinary course of business. Competition for strategic business candidates may result in increases in costs and price for acquisition candidates and market valuation issues may reduce the value available for divestiture of non-strategic businesses. These types of transactions are also subject to a number of other risks and uncertainties, including: delays in realizing or failure to realize anticipated benefits of the transactions; a termination or delay in the consummation of acquisition or disposition transactions by counterparties; diversion of management's time and attention from other business concerns; difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses; difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties, including those that may expose us to greater cybersecurity risk; adverse effects on existing business relationships with suppliers or Customers; other events contributing to difficulties in generating future cash flows; risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses and difficulties in obtaining financing. Furthermore, assumptions that we have made with respect to acquisitions, dispositions or joint ventures, such as with respect to anticipated operating synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized. The processes involved with disposing of our businesses, entering into joint ventures or post-acquisition integration, as well as the implementation of other strategic initiatives, may result in the loss of key employees, the disruption of ongoing business, changes in strategy or inconsistencies in standards, controls, procedures and policies. There could also be potential unknown liabilities and unforeseen expenses that were not discovered or previously expected. Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses, product or service lines, assets or technologies we purchase, divest or invest in, an unavoidable level of risk remains regarding their actual operating and financial condition, as well as their strategic fit. We may not be able to ascertain actual value or understand potential liabilities until or after we actually assume operational control of these businesses, product or service lines, assets or technologies. --- ## Modified: If our continuing efforts to create a Lean business, to in-source production and to support smart manufacturing to reduce costs are not successful, our profitability may be negatively impacted or our business otherwise might be adversely affected. **Key changes:** - Reworded sentence: "We have undertaken various activities to incorporate Lean concepts and practices to more efficiently operate our business, including in-sourcing and smart manufacturing." - Added sentence: "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." - Added sentence: "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." - Added sentence: "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." **Prior (2025):** We have undertaken various activities to incorporate Lean concepts and practices to more efficiently operate our business, including in-sourcing. We continue to look for opportunities to in-source production that is currently provided by third parties. These activities may not produce the full efficiencies and cost reduction benefits that we expect, or efficiencies and benefits might be delayed. Implementing these activities can be complex and time-consuming, and anticipated initial costs may exceed expectations. The failure to realize such efficiencies and cost reduction benefits, or increases in the costs of doing business related to in-sourced production, could adversely impact our financial condition and results of operations. **Current (2026):** We have undertaken various activities to incorporate Lean concepts and practices to more efficiently operate our business, including in-sourcing and smart manufacturing. We continue to look for opportunities to in-source production that is currently provided by third parties. These activities may not produce the full efficiencies and cost reduction benefits that we expect, or efficiencies and benefits might be delayed. Implementing these activities can be complex and time-consuming, and anticipated initial costs may exceed expectations. The failure to realize such efficiencies and cost reduction benefits, or increases in the costs of doing business related to in-sourced production, could adversely impact our financial condition and results of operations. 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. --- ## Modified: We may be adversely impacted by changes in tax laws or challenges to our tax positions, and our effective tax rate is uncertain and may vary from expectations, which could have a material impact on our results of operations and earnings per share. **Key changes:** - Reworded sentence: "We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell our products or services." - Reworded sentence: "In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT (both defined and discussed in more detail below) may adversely impact our effective corporate tax rate." **Prior (2025):** There can be no assurance that we will be able to maintain any particular worldwide effective corporate tax rate. We cannot give any assurance as to what our effective tax rate will be in the future because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which we and our affiliates operate. Our actual effective tax rate may vary from our expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on us and our affiliates. In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT may adversely impact our effective corporate tax rate. 16 16 16 Table of Contents Table of Contents **Current (2026):** We are subject to the tax laws at the federal, state or provincial, and local government levels in the many jurisdictions in which we operate or sell our products or services. Tax laws may change in ways that adversely affect our tax positions, effective tax rate and cash flow. These tax laws are extremely complex and subject to varying interpretations, and we are subject to tax examinations in various jurisdictions that may assess additional tax liabilities against us. Our tax reporting positions may be challenged by relevant tax authorities, we may incur significant expense in our efforts to defend those challenges, and we may be unsuccessful in such efforts. Developments in examinations and challenges may materially change our provision for taxes in the affected periods and may differ materially from our historical tax accruals. Any of these risks may have a materially adverse impact on our business operations, our cash flows, our financial position or results of operations and our effective tax rate. In addition, there can be no assurance that we will be able to maintain any particular worldwide effective corporate tax rate. We cannot give any assurance as to what our effective tax rate will be in the future because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which we and our affiliates operate and uncertainty of earnings across geographies. Further, our effective tax rate may increase as a result of withholding taxes incurred in connection with cross-border cash movements to fund operations, investments, and shareholder returns. These transfers may be subject to withholding taxes, and increases in such taxes or changes in applicable tax laws could place upward pressure on our effective tax rate. Our actual effective tax rate may vary from our expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on us and our affiliates. In addition, the GloBE rules, which have been or are expected to be implemented in most of the jurisdictions where we have operations, and the CAMT (both defined and discussed in more detail below) may adversely impact our effective corporate tax rate. --- ## Modified: We may be adversely affected by global climate change or by existing and future legal, regulatory or market responses to such change. **Key changes:** - Reworded sentence: "The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance and other requirements varying by jurisdiction, which subjects us to transition risks." - Reworded sentence: "Both the standard setting and regulatory landscapes are also extremely complex and present 19 19 19 Table of Contents Table of Contents significant compliance and communication challenges in light of these uncertain and varied approaches to greenhouse gas emissions disclosures and sustainability reporting." **Prior (2025):** The long-term effects of climate change are difficult to assess and predict. The impacts may include social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes) and others. The effects could impair, for example, the availability and cost of energy (including utilities), and we may bear losses as a result. The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance requirements varying by jurisdiction. Governments, regulatory bodies and other stakeholders vary in their support of or opposition to sustainability and environmental matters in different jurisdictions in which we operate, which can lead to rapid shifts in reporting obligations and differing obligations across these jurisdictions. Both the standard setting and regulatory landscapes are also extremely complex and present significant compliance and communication challenges in light of these uncertain and varied approaches to greenhouse gas emissions disclosures and sustainability reporting. If our greenhouse gas emissions-related data, processes or reporting are incomplete or inaccurate, or if we fail to comply with relevant reporting frameworks from existing or newly emerging regulations, we may incur monetary penalties and reputational harm, investor demand for our securities could decrease, or we could become subject to litigation or governmental investigations, any of which may have a material adverse effect on our financial condition and results of operations. For example, on January 5, 2023, the CSRD became effective. The CSRD expands the number of companies required to publicly report ESG-related information, defines the ESG-related information that companies are required to disclose in accordance with ESRS and imposes additional assurance obligations with respect to such disclosures. While CSRD rules are prescriptive for the types of data to be reported, the methodology for quantifying and qualifying such data are still developing and uncertain and may impose increased costs on us related to complying with our reporting obligations and increase risks of non-compliance with ESRS and the CSRD. In addition, there is currently uncertainty surrounding the requirements to publish ESG-related information under the CSRD and the content requirements of such report under the ESRS. On February 26, 2025, the European Commission proposed an "Omnibus" reform law that would delay application of the CSRD by two years (so-called "stop the clock") and that proposes reducing the number of reporting requirements under the ESRS. On April 17, 2025, the "stop the clock" delay became effective at the EU level, and EU member states have until December 31, 2025 to transpose the delay into national law. However, the balance of the changes to the CSRD proposed as part of the Omnibus package need to progress through the European Union's legislative process and require political approval. Responses from the European Union member countries have been varied, and there is uncertainty as to when and how the CSRD may be changed in light of these proposals; however, Irish officials have expressed support for the proposed changes and further pledged to amend existing Irish legislation to clarify and reduce the scope of companies covered. 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. **Current (2026):** The long-term effects of climate change are difficult to assess and predict. The impacts may include social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes) and others. The effects could impair, for example, the availability and cost of energy (including utilities), and we may bear losses as a result. The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance and other requirements varying by jurisdiction, which subjects us to transition risks. Governments, regulatory bodies and other stakeholders vary in their support of or opposition to sustainability and environmental matters in different jurisdictions in which we operate, which can lead to rapid shifts in reporting obligations and differing obligations across these jurisdictions. Both the standard setting and regulatory landscapes are also extremely complex and present 19 19 19 Table of Contents Table of Contents significant compliance and communication challenges in light of these uncertain and varied approaches to greenhouse gas emissions disclosures and sustainability reporting. If our greenhouse gas emissions-related data, processes or reporting are incomplete or inaccurate, we fail to comply with relevant reporting frameworks or efficiency standards from existing or newly emerging regulations, or we become subject to expanded carbon pricing mechanisms, we may incur enhanced costs, monetary penalties and reputational harm, investor demand for our securities could decrease, or we could become subject to litigation or governmental investigations, any of which may have a material adverse effect on our financial condition and results of operations. 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. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*