Sotera Health director granted 14,970 RSUs

PETRELLA VINCENT K reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

PETRELLA VINCENT K reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director Vincent K. Petrella received an equity grant of 14,970 restricted stock units (RSUs) of Common Stock on May 22, 2026. The award was made at no cash cost under the Sotera Health Company 2020 Omnibus Incentive Plan as director compensation.

Each RSU represents the right to receive one share of Common Stock, vesting in full on the earlier of the first anniversary of the grant date or immediately before the next regular annual shareholders meeting, subject to his continued service as a non-employee director. Following this grant, his position consists of 14,970 RSUs and 80,961 shares of Common Stock, for a total of 95,751 shares and RSUs.

Insider Trade Summary

Grant/Award: 14,970 shares

Grant/Award 1 txn

Insider PETRELLA VINCENT K

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: $0.00 per RSU Total holdings after transaction: 95,751 shares/RSUs +2 more

5 metrics

RSU grant size 14,970 RSUs Restricted stock units granted on May 22, 2026

Grant price $0.00 per RSU Equity compensation, non-cash award

Total holdings after transaction 95,751 shares/RSUs Shares and RSUs directly owned following the grant

Common shares held 80,961 shares Common Stock directly owned after grant

RSUs included in holdings 14,970 RSUs Part of total 95,751 position after grant

Key Terms

restricted stock units ("RSUs"), 2020 Omnibus Incenctive Plan, vesting conditions, non-employee director, +1 more

5 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 Incenctive Plan financial

"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."

annual shareholders meeting financial

"the date immediately prior to the Issuer's next regular annual shareholders meeting"

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

FAQ

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

What did Sotera Health (SHC) director Vincent K. Petrella report on this Form 4?

He reported receiving 14,970 restricted stock units (RSUs). The RSUs are a stock-based compensation grant of Common Stock made on May 22, 2026 under Sotera Health Company’s 2020 Omnibus Incentive Plan for his service as a non-employee director.

How many Sotera Health (SHC) RSUs did Vincent K. Petrella receive and at what price?

He received 14,970 RSUs at a stated price of $0.00 per unit. This indicates a non-cash stock-based compensation award, where each RSU represents a right to receive one share of Sotera Health Common Stock, subject to vesting conditions.

When do Vincent K. Petrella’s 14,970 Sotera Health (SHC) RSUs vest?

The RSUs vest in full on a single future date. They vest 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 he continues as a non-employee director through that time.

What does each Sotera Health (SHC) RSU granted to Vincent K. Petrella represent?

Each RSU represents one share of Common Stock. Upon vesting, each of the 14,970 restricted stock units entitles Vincent K. Petrella to receive one share of Sotera Health Common Stock, provided the service-based vesting conditions are satisfied.

What are Vincent K. Petrella’s total Sotera Health (SHC) holdings after this RSU grant?

He holds a total of 95,751 shares and RSUs. According to the filing, this includes 14,970 RSUs from the new grant plus 80,961 shares of Common Stock, all reported as directly owned following the transaction.

Is Vincent K. Petrella’s Sotera Health (SHC) Form 4 transaction a market buy or sell?

No, it is a grant/award acquisition of RSUs, not a trade. The transaction code is “A,” indicating a grant or award. The RSUs were granted as compensation, with no open-market purchase or sale reported in this filing.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:25 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^*

PETRELLA VINCENT K

(Last) (First) (Middle)

C/O SOTERA HEALTH COMPANY

9100 SOUTH HILLS BLVD., SUITE 300

(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	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. Petrella 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-Facxt	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)