Sotera Health (SHC) CFO gets new RSUs as shares withheld for tax

Rhea-AI Filing Summary

Sotera Health Co Senior Vice President and CFO Jonathan M. Lyons reported multiple equity-related transactions on March 2, 2026. Performance-based RSUs vested and were exercised into Common Stock, and he also received new RSU and performance-based RSU awards under the 2020 Omnibus Incentive Plan.

To cover tax withholding obligations from these vestings, the company withheld shares of Common Stock at $15.91 per share. After these awards, exercises, and tax-withholding dispositions, Lyons continued to hold a substantial number of Sotera Health common shares directly.

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

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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^*

Lyons Jonathan M.

(Last) (First) (Middle)

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)
	Sr. Vice President, CFO

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		6,046(1)	D	$15.91	183,556	D
Common Stock	03/02/2026		M		17,937(2)(3)	A	(3)	201,493	D
Common Stock	03/02/2026		F		23,988(4)	D	$15.91	177,505	D
Common Stock	03/02/2026		F		8,240(5)	D	$15.91	169,265	D
Common Stock	03/02/2026		A		59,355(6)	A	$0	228,620	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	(3)	03/02/2026		M			17,937	(3)	(3)	Common Stock	17,937	(3)	11,958	D
Performance RSUs	(7)	03/02/2026		A		29,678(7)		(7)	(7)	Common Stock	29,678	$0	29,678	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 13,708 Restricted Stock Units ("RSUs") granted to the Reporting Person on March 4, 2024. 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. 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 17,937 shares of Common Stock.

3. 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 17,937 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.

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 53,811 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 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 18,684 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 receive one share of Common Stock, subject to vesting conditions.

6. 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.

7. These securites consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, prusuant 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. Lyons is filed as an exhibit to the Form 3 filed on July 6, 2023, which is hereby incorporated by reference.

	Gregory S. Harvey, 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.
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FAQ

What insider transactions did Sotera Health (SHC) CFO Jonathan Lyons report?

Jonathan M. Lyons reported RSU vesting, share exercises, and new RSU grants. On March 2, 2026, performance-based RSUs converted into Common Stock and additional RSUs were granted under the 2020 Omnibus Incentive Plan, while some shares were withheld to satisfy related tax obligations.

Did the Sotera Health (SHC) CFO buy or sell shares on the open market?

The filing shows no open-market purchases or sales by the CFO. Dispositions with code F reflect shares withheld by the issuer at $15.91 per share solely to cover tax liabilities arising from RSU vesting, rather than discretionary sales into the market.

What RSU awards did Sotera Health (SHC) grant to its CFO on March 2, 2026?

On March 2, 2026, Jonathan M. Lyons received 29,678 performance RSUs and 59,355 time-based RSUs. Both awards were granted under the Sotera Health Company 2020 Omnibus Incentive Plan and will vest over time, subject to continued service and performance-based conditions.

How were performance-based RSUs for Sotera Health (SHC) CFO determined to vest?

A portion of additional performance-based RSUs granted on March 3, 2025 vested on March 2, 2026 based on achieving specified performance conditions. That vesting delivered 17,937 shares of Common Stock, with remaining additional RSUs scheduled to vest in March 2027 and March 2028, subject to performance.

Why were some Sotera Health (SHC) shares withheld from the CFO?

Shares were withheld to cover tax withholding obligations triggered by RSU vesting. Footnotes explain that Common Stock was withheld upon vesting of RSUs granted in 2024 and 2025, with the issuer retaining shares rather than the CFO selling stock to pay related taxes.

How do the new Sotera Health (SHC) RSU grants to the CFO vest over time?

The RSUs granted on March 2, 2026 generally vest in 60%, 20%, and 20% annual installments starting in March 2027. For additional performance-based RSUs, vesting also depends on meeting stock price-related performance conditions under the 2020 Omnibus Incentive Plan.