Sotera Health (SHC) executive reports RSU grants, vesting and tax share withholdings

Rhea-AI Filing Summary

Sotera Health Co President of Sterigenics Michael P. Rutz reported multiple equity compensation transactions involving performance-based RSUs and common stock. On March 2, 2026, 14,573 performance RSUs were exercised into the same number of common shares, and 22,612 new performance RSUs were granted at no cash cost.

On the same date, he received a grant of 45,223 shares of common stock, and several blocks of common shares (3,729, 4,495, and 17,497 shares at $15.9100 per share) were disposed of to cover tax withholding tied to vesting RSU awards. Following these transactions, he directly held 484,279 shares of common stock and 22,612 performance RSUs, with additional RSUs and performance-based RSUs subject to future vesting and performance conditions under the 2020 Omnibus Incentive Plan.

Insider Trade Summary

14,573 shares exercised/converted

Mixed 7 txns

Insider Rutz Michael P

Role President of Sterigenics

Type	Security	Shares	Price	Value
Exercise	Performance RSUs	14,573	$0.00	--
Grant/Award	Performance RSUs	22,612	$0.00	--
Tax Withholding	Common Stock, $0.01 par value per share ("Common Stock")	3,729	$15.91	$59K
Tax Withholding	Common Stock	4,495	$15.91	$72K
Exercise	Common Stock	14,573	$0.00	--
Tax Withholding	Common Stock	17,497	$15.91	$278K
Grant/Award	Common Stock	45,223	$0.00	--

Holdings After Transaction: Performance RSUs — 9,716 shares (Direct); Common Stock, $0.01 par value per share ("Common Stock") — 446,475 shares (Direct); Common Stock — 441,980 shares (Direct)

Footnotes (1)

1. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 9,475 Restricted Stock Units ("RSUs") granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 11,423 RSUs granted to the Reporting Person on March 4, 2024. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. A portion of the Reporting Person's March 3, 2025 additional performance-based RSUs vested on March 2, 2026 based upon the achievement of performance conditions. As a result, the Reporting Person received an additional 14,573 shares of Common Stock. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 43,720 RSUs granted to the Reporting Person on March 3, 2025. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to recieve one share of Common Stock, subject to vesting conditions or performance, as applicable. These securities consist of RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs generally vest annually in 60%, 20%, and 20% installments, respectively, commencing March 2027. These securities consist of additional performance-based RSUs that were granted on March 3, 2025, pursuant to the terms of an RSU Agreement under the 2020 Incentive Plan. Each additional RSU represented the Reporting Person's right to receive one share of Common Stock subject to stock price-related performance conditions. Regarding the additional RSUs, the Reporting Person vested in 14,573 shares of Common Stock on March 2, 2026. The remaining additional RSUs under the award vest annually in equal installments in March 2027 and March 2028, subject to performance. These securities consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each additional RSU represents the Reporting Person's right to receive one share of Common Stock, subject to stock price-related conditions. The additional RSUs generally vest annually in 60%, 20% and 20% installments, respectfully, commencing March 2027, subject to performance.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Rutz Michael P

(Last) (First) (Middle)

C/O SOTERA HEALTH COMPANY

9100 SOUTH HILLS BLVD, SUITE 300

(Street)

BROADVIEW HEIGHTS OH 44147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of Sterigenics

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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")	03/02/2026		F		3,729(1)	D	$15.91	446,475	D
Common Stock	03/02/2026		F		4,495(2)	D	$15.91	441,980	D
Common Stock	03/02/2026		M		14,573(3)(6)	A	(6)	456,553	D
Common Stock	03/02/2026		F		17,497(4)	D	$15.91	439,056	D
Common Stock	03/02/2026		A		45,223(5)	A	$0	484,279	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
Performance RSUs	(6)	03/02/2026		M			14,573	(6)	(6)	Common Stock	14,573	(6)	9,716	D
Performance RSUs	(7)	03/02/2026		A		22,612(7)		(7)	(7)	Common Stock	22,612	$0	22,612	D

Explanation of Responses:

1. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 9,475 Restricted Stock Units ("RSUs") granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.

2. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 11,423 RSUs granted to the Reporting Person on March 4, 2024. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.

3. A portion of the Reporting Person's March 3, 2025 additional performance-based RSUs vested on March 2, 2026 based upon the achievement of performance conditions. As a result, the Reporting Person received an additional 14,573 shares of Common Stock.

4. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 43,720 RSUs granted to the Reporting Person on March 3, 2025. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to recieve one share of Common Stock, subject to vesting conditions or performance, as applicable.

5. These securities consist of RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs generally vest annually in 60%, 20%, and 20% installments, respectively, commencing March 2027.

6. These securities consist of additional performance-based RSUs that were granted on March 3, 2025, pursuant to the terms of an RSU Agreement under the 2020 Incentive Plan. Each additional RSU represented the Reporting Person's right to receive one share of Common Stock subject to stock price-related performance conditions. Regarding the additional RSUs, the Reporting Person vested in 14,573 shares of Common Stock on March 2, 2026. The remaining additional RSUs under the award vest annually in equal installments in March 2027 and March 2028, subject to performance.

7. These securities consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each additional RSU represents the Reporting Person's right to receive one share of Common Stock, subject to stock price-related conditions. The additional RSUs generally vest annually in 60%, 20% and 20% installments, respectfully, commencing March 2027, subject to performance.

Remarks:

The Power of Attorney for Mr. Rutz is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.

	Matthew J. Klaben, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What insider transactions did Michael P. Rutz report at Sotera Health (SHC)?

Michael P. Rutz reported equity compensation activity, including RSU vesting, new grants, and related tax-withholding share dispositions. Transactions covered performance RSUs converting into common stock, fresh RSU awards, and common shares withheld at $15.9100 per share to satisfy tax obligations on vested awards.

How many new RSUs did Michael P. Rutz receive from Sotera Health (SHC)?

Rutz received two notable RSU-related grants. He was awarded 22,612 performance RSUs and a separate grant of 45,223 shares of common stock linked to RSU awards. These grants were issued under Sotera Health’s 2020 Omnibus Incentive Plan and are subject to vesting and, in some cases, performance conditions.

What tax-withholding share dispositions were reported for Sotera Health (SHC) executive Michael P. Rutz?

To cover tax withholding on vested RSU awards, Rutz reported dispositions of 3,729, 4,495, and 17,497 shares of common stock at $15.9100 per share. These transactions represent shares withheld by Sotera Health to satisfy tax liabilities triggered by RSU vesting events.

How many Sotera Health (SHC) common shares does Michael P. Rutz hold after these transactions?

After the reported equity transactions, Rutz directly held 484,279 shares of Sotera Health common stock. This figure reflects RSU conversions into shares, new stock grants, and shares withheld for tax purposes, as disclosed in the Form 4 ownership totals following the transactions.

What performance-based RSU activity did Sotera Health (SHC) disclose for Michael P. Rutz?

A portion of Rutz’s earlier performance-based RSUs vested, resulting in 14,573 common shares being issued upon achievement of performance conditions. He also received 22,612 new performance RSUs and holds additional performance-based RSUs that vest in future years subject to stock price-related performance criteria.

Under which plan were Michael P. Rutz’s RSUs at Sotera Health (SHC) granted?

All referenced RSUs and additional performance-based RSUs were granted under the Sotera Health Company 2020 Omnibus Incentive Plan. Each RSU generally represents the right to receive one share of common stock, subject to vesting schedules and, for performance awards, stock price-related performance conditions.