Sotera Health director granted 14,970 RSUs

Klee Ann R. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Klee Ann R. reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director Ann R. Klee received an equity award in the form of restricted stock units. On May 22, 2026, she was granted 14,970 RSUs under the Sotera Health Company 2020 Omnibus Incentive Plan, with no cash paid per unit.

Each RSU represents the right to receive one share of common stock, subject to vesting. The RSUs vest in full on the earlier of the first anniversary of the grant date or immediately before the next regular annual shareholders meeting, provided she continues to serve as a non-employee director. After this grant, her reported holdings total 140,926 units and shares, consisting of 14,970 RSUs and 125,956 shares of common stock.

Insider Trade Summary

Grant/Award: 14,970 shares

Grant/Award 1 txn

Insider Klee Ann R.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share ("Common Stock")	14,970	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 140,926 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Consist of 14,970 RSUs and 125,956 shares of Common Stock.

Key Figures

RSU grant size: 14,970 RSUs Transaction price per RSU: $0.00 per unit Total holdings after grant: 140,926 units and shares +1 more

4 metrics

RSU grant size 14,970 RSUs Granted on May 22, 2026 to Ann R. Klee

Transaction price per RSU $0.00 per unit Equity award, not a market purchase

Total holdings after grant 140,926 units and shares Post-transaction position reported on Form 4

Common shares held 125,956 shares Common stock held in addition to 14,970 RSUs

Key Terms

restricted stock units, 2020 Omnibus Incentive Plan, vesting conditions, non-employee director

4 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.

2020 Omnibus Incentive 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"

FAQ

What insider transaction did Sotera Health (SHC) report for Ann R. Klee?

Sotera Health reported that director Ann R. Klee received 14,970 restricted stock units as an equity award. The grant was made on May 22, 2026 under the company’s 2020 Omnibus Incentive Plan, with each RSU representing one share of common stock, subject to vesting.

How many shares does Ann R. Klee hold in Sotera Health (SHC) after this Form 4?

Following the reported transaction, Ann R. Klee is shown holding a total of 140,926 units and shares. This includes 14,970 restricted stock units and 125,956 shares of Sotera Health common stock, all reported as directly owned after the May 22, 2026 grant.

What are the vesting terms of Ann R. Klee’s 14,970 RSUs in Sotera Health (SHC)?

The 14,970 RSUs granted to Ann R. Klee 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, provided she continues serving as a non-employee director through that date.

Was Ann R. Klee’s Sotera Health (SHC) RSU grant a market purchase or compensation award?

The filing classifies Ann R. Klee’s acquisition of 14,970 RSUs as a grant or award, not an open-market purchase. The transaction price per unit is reported as zero, indicating it is part of her compensation as a non-employee director rather than a cash investment.

What plan governs Ann R. Klee’s restricted stock units in Sotera Health (SHC)?

Ann R. Klee’s 14,970 restricted stock units were granted under the Sotera Health Company 2020 Omnibus Incentive Plan. The RSUs are issued pursuant to an RSU agreement under this plan, which sets the terms for vesting and the right to receive common shares.

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Accepted by SEC EDGAR 05/27/2026 - 08:27 PM Learn about SEC filing dates

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

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^*

Klee Ann R.

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share ("Common Stock")	05/22/2026		A		14,970(1)	A	$0	140,926(2)	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

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.

2. Consist of 14,970 RSUs and 125,956 shares of Common Stock.

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 November 20, 2020, which is hereby incorporated by reference.

	Matthew J. Klaben, Attorney-in-Fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)