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Sotera Health (SHC) director Sean Cunningham receives 14,970 RSU equity grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CUNNINGHAM SEAN LAURENCE reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co director Sean Laurence Cunningham received an equity award as part of his board compensation. On May 22, 2026, he was granted 14,970 restricted stock units (RSUs), each representing the right to receive one share of common stock, for no cash payment.

The RSUs vest in full on the earlier of the first anniversary of the grant date or immediately before Sotera Health’s next regular annual shareholders meeting, as long as he continues serving as a non-employee director. After this grant, Cunningham’s reported holdings total 95,751 units and shares, consisting of 14,970 RSUs and 80,781 shares of common stock.

Positive

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Insider CUNNINGHAM SEAN LAURENCE
Role null
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share ("Common Stock") 14,970 $0.00 --
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 95,751 shares (Direct, null)
Footnotes (1)
  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. These securities consist of 14,970 RSUs and 80,781 shares of Common Stock.
RSUs granted 14,970 RSUs Grant on May 22, 2026 under 2020 Omnibus Incentive Plan
Grant price $0.00 per RSU Equity award issued as compensation, not a purchase
Total holdings after transaction 95,751 units and shares Post-grant position reported on Form 4
Common stock held 80,781 shares Common shares included in total holdings after grant
RSUs outstanding after grant 14,970 RSUs Unvested restricted stock units subject to service-based vesting
Vesting schedule Earlier of 1 year or before next annual meeting Requires continued service as non-employee director
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"
vest in full financial
"The RSUs will vest in full on the earlier of (i) the first anniversary"
non-employee director financial
"subject to the Reporting Person's continued service as a non-employee director of the Issuer through such date"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
CUNNINGHAM SEAN LAURENCE
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share ("Common Stock")05/22/2026A14,970(1)A$095,751(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 80,781 shares of Common Stock.
Remarks:
The Power of Attorney for Mr. Cunningham 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-Fact05/27/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Sotera Health (SHC) director Sean Cunningham report in this Form 4?

Sean Cunningham reported receiving a grant of 14,970 restricted stock units in Sotera Health. These equity awards are part of his director compensation and were issued for no cash payment, increasing his overall equity-based interest in the company.

How many Sotera Health (SHC) RSUs did Sean Cunningham receive and on what date?

Sean Cunningham received 14,970 restricted stock units in Sotera Health on May 22, 2026. Each RSU represents the right to receive one share of common stock, subject to future vesting conditions tied to his board service.

What are the vesting conditions for Sean Cunningham’s Sotera Health (SHC) RSUs?

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 he continues as a non-employee director until that time.

What are Sean Cunningham’s total reported holdings in Sotera Health (SHC) after this grant?

After the RSU grant, Sean Cunningham’s reported holdings total 95,751 units and shares. This consists of 14,970 restricted stock units and 80,781 shares of Sotera Health common stock, all reported as directly owned equity interests.

Was Sean Cunningham’s Sotera Health (SHC) Form 4 a market purchase or sale?

The Form 4 shows an equity award, not a market trade. Sean Cunningham acquired 14,970 restricted stock units as a grant, recorded at a price of $0.00 per unit, reflecting compensation rather than an open-market purchase or sale.