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Sotera Health (SHC) director awarded 14,970 RSUs, now holds 89,882 shares

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

Rhea-AI Filing Summary

Wheadon David E. reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director David E. Wheadon received an equity grant of 14,970 restricted stock units (RSUs). The RSUs were awarded at no cash cost under the Sotera Health Company 2020 Omnibus Incentive Plan, as part of his compensation for serving as a non-employee director.

Each RSU represents the right to receive one share of common stock, subject to vesting. The grant vests in full on the earlier of the first anniversary of the grant date or immediately before the company’s next regular annual shareholders meeting, if he remains a director. Following this grant, he holds 89,882 shares and RSUs in total, consisting of 14,970 RSUs and 74,912 shares of common stock.

Positive

  • None.

Negative

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Insider Wheadon David E.
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") — 89,882 shares (Direct, null)
Footnotes (1)
  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. These securities consist of 14,970 RSUs and 74,912 shares of Common Stock.
RSU grant size 14,970 RSUs Equity award granted on May 22, 2026
Grant price $0.00 per share Stated transaction price for RSU award
Total holdings after grant 89,882 shares/RSUs Reported total ownership following the transaction
Common stock held 74,912 shares Common Stock held in addition to RSUs
RSUs included in holdings 14,970 RSUs Portion of total holdings represented by unvested RSUs
Vesting trigger Earlier of 1-year anniversary or next annual meeting Vesting condition for RSU grant
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, subject to vesting conditions."
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 Incentive Plan financial
"pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incenctive Plan."
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*
Wheadon David E.

(Last)(First)(Middle)
C/O SOTERA HEALTH COMPANY
9100 SOUTH HILLS 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$089,882(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)
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.
2. These securities consist of 14,970 RSUs and 74,912 shares of Common Stock.
Remarks:
The Power of Attorney for Mr. Wheadon is filed as an exhibit to the Form 3 filed with the Securities and Exchange Commission on May 28, 2021, which is hereby incorporated by reference.
Matthew J. Klaben, 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 did Sotera Health (SHC) director David E. Wheadon report on this Form 4?

David E. Wheadon reported receiving 14,970 restricted stock units as an equity award. These RSUs are compensation for his role as a non-employee director and were granted at no cash cost under Sotera Health’s 2020 Omnibus Incentive Plan.

How many Sotera Health (SHC) RSUs were granted to David E. Wheadon?

He was granted 14,970 restricted stock units. Each RSU represents the right to receive one share of Sotera Health common stock, subject to vesting conditions tied to his continued service as a non-employee director on the company’s board.

What are the vesting terms of David E. Wheadon’s 14,970 Sotera Health RSUs?

The 14,970 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, provided Wheadon continues serving as a non-employee director through the applicable vesting date.

How many Sotera Health (SHC) shares and RSUs does David E. Wheadon hold after this grant?

After this grant, Wheadon’s reported holdings total 89,882 securities. This consists of 14,970 unvested RSUs plus 74,912 shares of Sotera Health common stock, all held directly, according to the ownership details in the Form 4 filing.

Was this Sotera Health (SHC) Form 4 transaction an open-market stock purchase or sale?

No, the transaction was classified as a grant or award acquisition, not a market trade. Wheadon received 14,970 RSUs at a stated price of $0.00 per share as equity compensation rather than buying or selling shares on the open market.