Sotera Health (SHC) SVP Dimitrief nets RSU shares after tax withholding

Rhea-AI Filing Summary

Sotera Health Co SVP, General Counsel and Secretary Alexander Dimitrief reported equity award activity tied to restricted stock units and performance-based RSUs. On March 2, 2026, 16,816 performance-based RSUs converted into the same number of common shares following achievement of performance conditions, and related RSU grants from 2024 and 2025 partially vested.

To cover tax withholding obligations on these vestings, the issuer withheld 7,941 and 23,619 shares of common stock at a price of $15.91 per share, reported as tax-withholding dispositions rather than open-market sales. After these transactions, Dimitrief directly held 319,981 shares of common stock and 11,210 performance RSUs, with remaining additional RSUs scheduled to vest in March 2027 and March 2028, subject to performance conditions.

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

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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^*

DIMITRIEF ALEXANDER

(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)
	SVP, General Counsel and Sec.

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		7,941(1)	D	$15.91	326,784	D
Common Stock	03/02/2026		M		16,816(2)(4)	A	(4)	343,600	D
Common Stock	03/02/2026		F		23,619(3)	D	$15.91	319,981	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	(4)	03/02/2026		M			16,816	(4)	(4)	Common Stock	16,816	(4)	11,210	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 17,135 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 recieve 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 16,816 shares of Common Stock.

3. 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 50,448 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.

4. 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 16,816 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.

Remarks:

The Power of Attorney for Mr. Dimitrief is filed as an exhibit to the Form 3 filed on November 8, 2022, 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).
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FAQ

What insider equity transactions did Sotera Health (SHC) report for Alexander Dimitrief?

Alexander Dimitrief reported RSU-related equity activity, not open-market trades. On March 2, 2026, 16,816 performance-based RSUs converted into common stock, and shares were withheld to satisfy tax obligations from 2024 and 2025 RSU vesting under Sotera Health’s 2020 Incentive Plan.

How many Sotera Health (SHC) shares were withheld for taxes in this Form 4?

The issuer withheld 7,941 and 23,619 shares of common stock to cover Alexander Dimitrief’s tax obligations. Both withholdings were priced at $15.91 per share and are reported as tax-withholding dispositions, not discretionary market sales, tied directly to RSU vesting events.

How many Sotera Health (SHC) shares does Alexander Dimitrief hold after these transactions?

After the reported RSU conversions and tax-withholding dispositions, Alexander Dimitrief directly holds 319,981 shares of Sotera Health common stock. He also holds 11,210 performance RSUs and remains subject to future vesting schedules and performance conditions on certain additional RSU awards.

What performance-based RSUs vested for Sotera Health (SHC) SVP Alexander Dimitrief?

A portion of Dimitrief’s additional performance-based RSUs granted March 3, 2025 vested on March 2, 2026, yielding 16,816 common shares. These awards depend on stock price-related performance conditions, with remaining additional RSUs scheduled to vest in equal installments in March 2027 and March 2028.

Are the Sotera Health (SHC) insider transactions open-market buys or sells?

The filing shows no open-market buys or sells. Reported actions are RSU conversions (code M) and tax-withholding dispositions (code F), where shares are delivered back to the issuer to satisfy tax liabilities associated with equity award vesting events.