Sotera director receives 14,970 RSU equity grant

Flynn Karen reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Flynn Karen reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director Karen Flynn reported receiving an equity award. She was granted 14,970 restricted stock units (RSUs) on May 22, 2026 under the Sotera Health Company 2020 Omnibus Incentive Plan. After this grant, she holds a total of 54,191 equity interests, consisting of 14,970 RSUs and 39,221 shares of common stock. The RSUs vest fully on the earlier of the first anniversary of the grant date or immediately before the company’s next regular annual shareholders meeting, assuming she continues serving as a non-employee director.

Insider Trade Summary

Grant/Award: 14,970 shares

Grant/Award 1 txn

Insider Flynn Karen

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") — 54,191 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 39,221 shares of Common Stock.

Key Figures

RSU grant size: 14,970 RSUs Grant price per share: $0.00 per share Total holdings after grant: 54,191 equity interests +2 more

5 metrics

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

Grant price per share $0.00 per share Compensation award, not a market purchase

Total holdings after grant 54,191 equity interests Common stock plus RSUs following the transaction

Common shares held 39,221 shares Common Stock held after the RSU grant

RSUs outstanding 14,970 RSUs Each represents right to one share of Common Stock

Key Terms

restricted stock units ("RSUs"), 2020 Omnibus Incentive Plan, non-employee director, beneficially owns

4 terms

restricted stock units ("RSUs") financial

"These securities consist of 14,970 restricted stock units ("RSUs") that were granted on May 22, 2026"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2020 Omnibus Incentive Plan financial

"granted on May 22, 2026, 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"

beneficially owns financial

"These securities consist of 14,970 RSUs and 39,221 shares of Common Stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

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

What did Sotera Health Co (SHC) director Karen Flynn report in this Form 4?

Karen Flynn reported an equity grant from Sotera Health Co. She received 14,970 restricted stock units, each representing one share of common stock, as compensation for her service as a non-employee director under the company’s 2020 Omnibus Incentive Plan.

How many Sotera Health (SHC) RSUs were granted to Karen Flynn and at what price?

Karen Flynn was granted 14,970 restricted stock units by Sotera Health. The grant price is effectively zero per unit, consistent with a compensation award, and each RSU entitles her to receive one share of common stock upon vesting.

When will Karen Flynn’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, provided she continues serving as a non-employee director through that date.

What is Karen Flynn’s total Sotera Health (SHC) equity position after this Form 4 transaction?

Following the grant, Karen Flynn beneficially owns 54,191 Sotera Health equity interests. This total consists of 14,970 restricted stock units and 39,221 shares of common stock, all reported as directly held in the Form 4 filing’s ownership table and footnotes.

Is Karen Flynn’s Sotera Health (SHC) Form 4 transaction a market buy or sale?

The Form 4 shows an acquisition coded as a grant, not a market trade. Karen Flynn received 14,970 RSUs as a compensation award, with no purchase price paid and no open-market buying or selling of common shares reported in this filing.

Under which plan were Karen Flynn’s Sotera Health (SHC) RSUs granted?

The RSUs were granted under the Sotera Health Company 2020 Omnibus Incentive Plan. This plan governs equity-based compensation, and the grant is documented as a restricted stock unit award tied to her continued service as a non-employee director of the company.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:36 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^*

Flynn Karen

(Last) (First) (Middle)

9100 SOUTH HILLS BLVD

(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	54,191(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 39,221 shares of Common Stock.

Remarks:

The Power of Attorney for Ms. Flynn is filed as an exhibit to the Form 3 filed with the Securites and Exchange Commissoin on November 21, 2023, which is hereby incorporated by reference.

	Alexander Dimitrief, 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)