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Sotera Health (SHC) director awarded 14,970 RSUs as equity compensation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Krause Kenneth D. reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director Kenneth D. Krause received a grant of 14,970 restricted stock units (RSUs) on May 22, 2026 as equity compensation. Each RSU represents the right to receive one share of common stock, subject to vesting conditions. The RSUs vest in full on the earlier of the first anniversary of the grant date or immediately before Sotera Health’s next regular annual shareholders meeting, as long as Krause continues serving as a non-employee director. The Form 4 shows this as a non-cash award, with 14,970 shares reported as directly owned following the transaction.

Positive

  • None.

Negative

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Insider Krause Kenneth D.
Role null
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share ("Common Stock") 14,970 $0.00 --
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 14,970 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSU grant size 14,970 RSUs Granted on May 22, 2026 to director Kenneth D. Krause
Shares following transaction 14,970 shares Direct ownership reported after RSU award
Transaction price per share $0.0000 per share Indicates non-cash grant/award acquisition
Form type Form 4 Insider acquisition via grant/award
Plan name 2020 Omnibus Incentive Plan Governs the RSU grant terms
restricted stock units financial
"These securities consist of 14,970 restricted stock units ("RSUs") that were granted on May 22, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"Each RSU represents the Reporting Person's right to receive one share of Common Stock"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
2020 Omnibus Incenctive Plan financial
"pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incenctive Plan"
vesting conditions financial
"Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions"
Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.
non-employee director financial
"subject to the Reporting Person's continued service as a non-employee director of the Issuer through such date"
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Krause Kenneth D.

(Last)(First)(Middle)
C/O SOTERA HEALTH COMPANY
9100 SOUTH HILLS BLVD, SUITE 300

(Street)
BROADVIEW HEIGHTS OHIO 44147

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share ("Common Stock")05/22/2026A14,970(1)A$014,970D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These securities consist of 14,970 restricted stock units ("RSUs") that were granted on May 22, 2026, pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incenctive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs will vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the Issuer's next regular annual shareholders meeting, subject to the Reporting Person's continued service as a non-employee director of the Issuer through such date.
Remarks:
The Power of Attorney for Ms. Klee is filed as an exhibit to the Form 3 filed with the Securities and Exchange Commission on March 16, 2026, which is hereby incorporated by reference.
Gregory S. Harvey, Attorney-in-Fact05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Sotera Health (SHC) report for Kenneth D. Krause?

Sotera Health reported that director Kenneth D. Krause received a grant of 14,970 restricted stock units. These RSUs were awarded as equity compensation and will convert into shares of common stock if the vesting conditions tied to his continued board service are met.

How many Sotera Health (SHC) shares are tied to Kenneth D. Krause’s new RSU grant?

The grant covers 14,970 restricted stock units, with each RSU representing one share of common stock. If all vesting conditions are satisfied, Krause would receive 14,970 Sotera Health shares, making this a straightforward equity award rather than a cash transaction.

When do Kenneth D. Krause’s Sotera Health (SHC) RSUs vest?

The RSUs vest in full on the earlier of the first anniversary of the May 22, 2026 grant date or immediately before Sotera Health’s next regular annual shareholders meeting. Vesting requires Krause’s continued service as a non-employee director through the applicable vesting date.

What plan governs Kenneth D. Krause’s RSU award at Sotera Health (SHC)?

The RSU award was granted under the Sotera Health Company 2020 Omnibus Incentive Plan. This plan provides equity-based compensation, such as restricted stock units, to directors and other participants, aligning their interests with shareholders through share-based incentives instead of pure cash compensation.

Is Kenneth D. Krause’s Form 4 transaction in Sotera Health (SHC) an open-market purchase?

No, the Form 4 reports a grant-type acquisition coded as an award, not an open-market purchase. Krause paid no purchase price for the 14,970 RSUs; they were issued as compensation and will settle into shares only if the vesting requirements are satisfied.

How many Sotera Health (SHC) shares does Kenneth D. Krause hold after this RSU grant?

After the reported transaction, Krause is shown as directly owning 14,970 common shares linked to the RSU award. This reflects the full grant amount, which remains subject to vesting terms before converting into freely deliverable Sotera Health common stock.