Sotera Health Co

SHC

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001193125-26-092194
Filing date: Mar 4, 2026
Earliest execution date: Mar 2, 2026
Reporting Owners: Rutz Michael P (President)

Summary

Type

Sell

Net shares

+19,502

% of shares

1.09%

Amount (USD)

$409,221

Insider confidence score

85.0 out of 100

Positive

  • Large buy (≥1% of shares)
  • Large buy amount ($250K+)

Stock transactions

Transaction 1

Security

Common Stock, $0.01 par value per share ("Common Stock")

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-3,729.0

Price per Share

$15.91

Amount (USD)

$59,328.39

Acquired/Disposed

Disposed

Shares Owned Before

450,204.0

Shares Owned After

446,475.0

Transaction 2

Security

Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-4,495.0

Price per Share

$15.91

Amount (USD)

$71,515.45

Acquired/Disposed

Disposed

Shares Owned Before

446,475.0

Shares Owned After

441,980.0

Transaction 3

Security

Common Stock

Action

Exercise

Date

2026-03-02

Code

M

Net shares

+14,573.0

Acquired/Disposed

Acquired

Shares Owned Before

441,980.0

Shares Owned After

456,553.0

Transaction 4

Security

Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-17,497.0

Price per Share

$15.91

Amount (USD)

$278,377.27

Acquired/Disposed

Disposed

Shares Owned Before

456,553.0

Shares Owned After

439,056.0

Transaction 5

Security

Common Stock

Action

Grant

Date

2026-03-02

Code

A

Net shares

+45,223.0

Acquired/Disposed

Acquired

Shares Owned Before

439,056.0

Shares Owned After

484,279.0

Derivative Transactions

Transaction 1

Security

Performance RSUs

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-14,573.0

Acquired/Disposed

Disposed

Shares Owned Before

24,289.0

Shares Owned After

9,716.0

Transaction 2

Security

Performance RSUs

Action

Grant

Date

2026-03-02

Code

A

Net shares

+22,612.0

Acquired/Disposed

Acquired

Shares Owned Before

0.0

Shares Owned After

22,612.0

Filing's footnotes

1. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 9,475 Restricted Stock Units ("RSUs") granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.

2. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 11,423 RSUs granted to the Reporting Person on March 4, 2024. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.

3. A portion of the Reporting Person's March 3, 2025 additional performance-based RSUs vested on March 2, 2026 based upon the achievement of performance conditions. As a result, the Reporting Person received an additional 14,573 shares of Common Stock.

4. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 43,720 RSUs granted to the Reporting Person on March 3, 2025. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to recieve one share of Common Stock, subject to vesting conditions or performance, as applicable.

5. These securities consist of RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs generally vest annually in 60%, 20%, and 20% installments, respectively, commencing March 2027.

6. These securities consist of additional performance-based RSUs that were granted on March 3, 2025, pursuant to the terms of an RSU Agreement under the 2020 Incentive Plan. Each additional RSU represented the Reporting Person's right to receive one share of Common Stock subject to stock price-related performance conditions. Regarding the additional RSUs, the Reporting Person vested in 14,573 shares of Common Stock on March 2, 2026. The remaining additional RSUs under the award vest annually in equal installments in March 2027 and March 2028, subject to performance.

7. These securities consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each additional RSU represents the Reporting Person's right to receive one share of Common Stock, subject to stock price-related conditions. The additional RSUs generally vest annually in 60%, 20% and 20% installments, respectfully, commencing March 2027, subject to performance.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.