Sotera Health director granted 14,970 RSUs

Neary James reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Neary James reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director James Neary received a grant of 14,970 restricted stock units (RSUs) of Common Stock. Each RSU equals one share, vesting in full on the earlier of the first anniversary of the grant or just before the next regular annual shareholders meeting, subject to his continued service as a non-employee director. Following this award, his holdings consist of 14,970 RSUs and 80,961 shares of Common Stock, totaling 95,751 share-equivalent interests.

Insider Trade Summary

Grant/Award: 14,970 shares

Grant/Award 1 txn

Insider Neary James

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") — 95,751 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. These securities consist of 14,970 RSUs and 80,961 shares of Common Stock.

Key Figures

RSU grant size: 14,970 RSUs Grant price per share: $0.0000 per share Common shares held: 80,961 shares +2 more

5 metrics

RSU grant size 14,970 RSUs Granted on May 22, 2026 under 2020 Omnibus Incentive Plan

Grant price per share $0.0000 per share Compensation award, not open-market purchase

Common shares held 80,961 shares Common Stock holdings attributed after the grant

Total holdings after transaction 95,751 shares-equivalent 14,970 RSUs plus 80,961 Common Stock shares

Vesting condition Full vest on earlier of two dates First anniversary of grant or before next annual shareholders meeting

Key Terms

restricted stock units, RSUs, 2020 Omnibus Incenctive Plan, vesting conditions, +1 more

5 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, 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 Incenctive Plan financial

"granted on May 22, 2026, 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sotera Health Co (SHC) director James Neary report on this Form 4?

James Neary reported receiving 14,970 restricted stock units (RSUs) of Sotera Health Common Stock. These RSUs are part of his director compensation and increase his total holdings to 14,970 RSUs plus 80,961 shares of Common Stock, or 95,751 share-equivalent interests.

How many Sotera Health (SHC) RSUs were granted to James Neary?

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

When do James Neary’s Sotera Health (SHC) RSUs vest?

The 14,970 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, assuming Neary continues serving as a non-employee director through that time.

What is James Neary’s total Sotera Health (SHC) equity holding after this grant?

After the grant, Neary’s position totals 95,751 share-equivalent interests. This consists of 14,970 RSUs plus 80,961 outstanding shares of Common Stock, reflecting both unvested equity awards and already issued shares attributed to him in this filing.

Under which plan were the Sotera Health (SHC) RSUs granted to James Neary?

The 14,970 RSUs were granted under the Sotera Health Company 2020 Omnibus Incentive Plan. This plan authorizes equity-based compensation, and the award was made pursuant to the terms of an RSU agreement specifically for Neary as a non-employee director.

Is James Neary’s Sotera Health (SHC) Form 4 transaction an open-market purchase or sale?

The filing reflects a grant or award acquisition of 14,970 RSUs, not an open-market trade. The transaction code is “A,” indicating compensation-related equity granted at no cash cost per share, rather than shares bought or sold in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 05:28 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^*

Neary James

(Last) (First) (Middle)

C/O WARBURG PINCUS & CO.

450 LEXINGTON AVENUE

(Street)

NEW YORK NEW YORK 10017

(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	95,751(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. These securities consist of 14,970 RSUs and 80,961 shares of Common Stock.

Remarks:

The Power of Attorney for Mr. Neary 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)