Sotera Health (SHC) CEO awarded major RSU, SAU grants and uses shares for taxes

Rhea-AI Filing Summary

Sotera Health Co Chairman & CEO Michael B. Petras Jr. reported multiple equity compensation transactions dated March 2, 2026. He exercised 89,686 performance-based share appreciation units (SAUs) granted in 2025 into the same number of common shares and received new awards of 240,248 restricted stock units (RSUs) and 120,124 SAUs under the 2020 Incentive Plan. Several blocks of common stock were withheld at $15.91 per share to cover tax liabilities upon vesting of earlier RSU and SAU awards, rather than sold in the open market. Following these transactions, he directly owned 692,427 common shares and indirectly held 4,819,393 shares through a grantor trust.

SEC Form 4

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

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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^*

Petras Michael B. Jr.

(Last) (First) (Middle)

C/O SOTERA HEALTH COMPANY

9100 SOUTH HILLS BLVD, SUITE 300

(Street)

BROADVIEW HEIGHTS OH 44147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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		31,339(1)	D	$15.91	521,451	D
Common Stock	03/02/2026		F		40,302(2)	D	$15.91	481,149	D
Common Stock	03/02/2026		M		89,686(3)	A	(3)	570,835	D
Common Stock	03/02/2026		F		39,552(4)	D	$15.91	531,283	D
Common Stock	03/02/2026		F		79,104(5)	D	$15.91	452,179	D
Common Stock	03/02/2026		A		240,248(6)	A	$0	692,427	D
Common Stock								4,819,393	I	By Grantor Trust

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
Share Appreciation Units	(3)	03/02/2026		M			89,686	(3)	(3)	Common Stock	89,686	(3)	59,790	D
Share Appreciation Units	(7)	03/02/2026		A		120,124		(7)	(7)	Common Stock	120,124	$0	120,124	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 71,063 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 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 91,386 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 recieve one share of Common Stock, subject to vesting conditions.

3. These securities consist of performance-based share appreciation units ("SAUs") (formerly called performance stock units) that were granted on March 3, 2025, pursuant to the terms of a SAU Agreement under the 2020 Incentive Plan. Each SAU represented the Reporting Person's right to receive one share of Common Stock subject to stock price-related performance conditions. Regarding the SAUs, the Reporting Person vested in 89,686 shares of Common Stock on March 2, 2026. The remaining SAUs 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 89,686 SAUs granted to the Reporting Person on March 3, 2025. This award was granted pursuant to the terms of a SAU Agreement under the 2020 Incentive Plan. Each SAU represents the Reporting Person's right to recieve one share of Common Stock, subject to performance.

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 179,372 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.

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 securities consist of a maximum number of SAUs that were granted on March 2, 2026, pursuant to the terms of a SAU Agreement under the 2020 Incentive Plan. Each SAU represents the Reporting Person's right to receive one share of Common Stock, subject to stock price-related peformance conditions. The SAUs generally vest annually in 60%, 20% and 20% installments, respectively, commencing March 2027, subject to performance.

Remarks:

The Power of Attorney for Mr. Petras is filed as an exhibit to the Form 4 filed on September 12, 2024, which is 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.
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FAQ

What insider transactions did Sotera Health (SHC) CEO report on March 2, 2026?

The CEO reported exercising performance-based share appreciation units, receiving new equity awards, and share withholdings for taxes. He converted 89,686 SAUs into common stock, received large new RSU and SAU grants, and had multiple share blocks withheld to satisfy tax obligations tied to vesting awards.

How many RSUs and SAUs were granted to the Sotera Health CEO in this Form 4?

The CEO received 240,248 restricted stock units and 120,124 share appreciation units on March 2, 2026. Both awards were granted under Sotera Health’s 2020 Incentive Plan and each unit represents the right to receive one share of common stock, subject to vesting or performance conditions.

Were any of the Sotera Health CEO’s share disposals open-market sales?

The reported disposals were tax-withholding transactions, not open-market sales. Shares were withheld by Sotera Health at $15.91 per share to pay exercise price or tax liabilities when RSUs and SAUs vested, as indicated by transaction code F and detailed award footnotes.

What are Michael B. Petras Jr.’s Sotera Health share holdings after these transactions?

After the reported transactions, the CEO directly owned 692,427 shares of Sotera Health common stock. He also indirectly held 4,819,393 shares through a grantor trust, reflecting a substantial ongoing equity stake aligned with long-term performance-based and time-based vesting incentives.

When do the new Sotera Health RSU and SAU awards to the CEO begin vesting?

The new RSUs and SAUs granted March 2, 2026 generally vest in 60%, 20%, and 20% annual installments starting March 2027. RSUs vest based on time conditions, while SAUs vest on a similar schedule but depend on stock price-related performance criteria under the 2020 Incentive Plan.

What prior Sotera Health equity awards vested for the CEO in this Form 4?

The filing notes vesting of 71,063 RSUs granted March 6, 2023, 91,386 RSUs granted March 4, 2024, 179,372 RSUs granted March 3, 2025, and 89,686 performance-based SAUs granted March 3, 2025. Shares were withheld from these vestings to cover associated tax obligations.