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Sotera Health Company (SHC) trims board to eleven after James C. Neary resigns

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sotera Health Company reported a governance change involving its Board of Directors. On August 11, 2026, James C. Neary notified the Board of his resignation as a Class I director, effective August 13, 2026. The company states that Mr. Neary’s resignation was not due to any disagreement with the company regarding its operations, policies or practices. In connection with this resignation, the Board set its size at eleven directors as of the effective date.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Effective resignation date August 13, 2026 Effective date of James C. Neary’s resignation as Class I director
Board size after change 11 directors Board size fixed as of the effective resignation date
Resignation notice date August 11, 2026 Date Neary notified the Board of his resignation
Form 8-K regulatory
"FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.
Class I director regulatory
"his resignation as a Class I director, effective August 13, 2026"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What board change did Sotera Health Company (SHC) disclose in this 8-K?
Sotera Health Company disclosed that James C. Neary notified the Board on August 11, 2026 of his resignation as a Class I director, effective August 13, 2026, and the Board size was set at eleven directors as of that date.

When is James C. Neary’s resignation from Sotera Health (SHC) effective?
James C. Neary’s resignation as a Class I director is effective on August 13, 2026. He notified Sotera Health’s Board on August 11, 2026, and the Board subsequently adjusted its size to eleven directors as of the effective date.

Did James C. Neary resign from Sotera Health (SHC) due to a disagreement?
No. Sotera Health states that James C. Neary’s resignation was not the result of any disagreement with the company on matters relating to its operations, policies or practices, indicating an absence of reported dispute behind his departure.

What is the new size of Sotera Health’s (SHC) Board after the resignation?
Following James C. Neary’s resignation effective August 13, 2026, Sotera Health’s Board set its size at eleven directors. This adjustment reflects the board composition going forward and was made in connection with his departure as a Class I director.

Which SEC form did Sotera Health (SHC) use to report the director resignation?
Sotera Health reported the resignation of director James C. Neary on Form 8-K under the item covering departures of directors and certain officers, elections of directors, appointments of officers, and compensatory arrangements of certain officers.

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0001822479FALSE00018224792026-08-112026-08-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 11, 2026
_______________________
SOTERA HEALTH COMPANY
(Exact Name of Registrant as Specified in its Charter)
_______________________
Delaware001-3972947-3531161
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
9100 South Hills Blvd, Suite 300
Broadview Heights, Ohio 44147
(Address of Principal Executive Offices) (Zip Code)
(440) 262-1410
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading
Symbol
Name of Exchange
on which registered
Common stock, $0.01 par value per shareSHCThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2026, James C. Neary notified the Board of Directors (the “Board”) of Sotera Health Company (the “Company”) of his resignation as a Class I director, effective August 13, 2026 (the “Effective Date”). Mr. Neary’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
In connection with Mr. Neary’s resignation, the Board fixed the size of the Board at eleven directors as of the Effective Date.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sotera Health Company
(Registrant)
Date: August 14, 2026By:/s/ Erika Ostrowski
Erika Ostrowski
Senior Vice President, General Counsel and
Corporate Secretary

Source: View Original Filing on SEC EDGAR

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