Sr. Vice President, CFO Lyons Jonathan M. covered exercise/tax liability with 38,274 shares, converted options into 17,937 shares and was granted 59,355 shares, increasing direct ownership by 21% to 228,620 units (SEC Form 4)
$SHC
Misc Health and Biotechnology Services
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.01 par value per share ("Common Stock") | 03/02/2026 | F | 6,046(1) | D | $15.91 | 183,556 | D | |||
| Common Stock | 03/02/2026 | M | 17,937(2)(3) | A | (3) | 201,493 | D | |||
| Common Stock | 03/02/2026 | F | 23,988(4) | D | $15.91 | 177,505 | D | |||
| Common Stock | 03/02/2026 | F | 8,240(5) | D | $15.91 | 169,265 | D | |||
| Common Stock | 03/02/2026 | A | 59,355(6) | A | $0 | 228,620 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance RSUs | (3) | 03/02/2026 | M | 17,937 | (3) | (3) | Common Stock | 17,937 | (3) | 11,958 | D | ||||
| Performance RSUs | (7) | 03/02/2026 | A | 29,678(7) | (7) | (7) | Common Stock | 29,678 | $0 | 29,678 | D | ||||
| Explanation of Responses: |
| 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 13,708 Restricted Stock Units ("RSUs") granted to the Reporting Person on March 4, 2024. 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. 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 17,937 shares of Common Stock. |
| 3. 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 17,937 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. |
| 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 53,811 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 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 18,684 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 receive one share of Common Stock, subject to vesting conditions. |
| 6. 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. |
| 7. These securites consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, prusuant 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. |
| Remarks: |
| The Power of Attorney for Mr. Lyons is filed as an exhibit to the Form 3 filed on July 6, 2023, which is hereby incorporated by reference. |
| Gregory S. Harvey, Attorney-in-Fact | 03/04/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||