Sotera Health (SHC) director awarded 14,970 RSUs as equity compensation

Rhea-AI Filing Summary

Kyle Richard G reported acquisition or exercise transactions in this Form 4 filing.

Sotera Health Co reported that director Kyle Richard G received an equity grant in the form of restricted stock units. On May 22, 2026, he was awarded 14,970 RSUs, each representing the right to receive one share of common stock if vesting conditions are met.

The RSUs will 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, provided he continues serving as a non-employee director through that date. Following this grant, he holds 14,970 shares/RSUs directly.

Insights

Equity Compensation Analyst

Routine director RSU grant with time-based vesting.

The filing shows Kyle Richard G, a non-employee director of Sotera Health Co, receiving 14,970 restricted stock units under the 2020 Omnibus Incentive Plan. The grant price is listed as $0.0000 per share, reflecting that this is compensation, not a market purchase.

The RSUs vest in full on the earlier of the first anniversary of the May 22, 2026 grant or immediately before the next regular annual shareholders meeting, conditioned on continued board service. This is a standard time-based vesting structure designed to align director compensation with shareholder interests.

After the grant, he holds 14,970 shares/units directly, and there are no remaining derivative positions reported in this filing, indicating this Form 4 only covers the new RSU award. Overall, this appears to be a routine equity compensation event rather than a directional market signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kyle Richard G

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") — 14,970 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 14,970 units Grant price: $0.0000 per share Holdings after grant: 14,970 shares/units +1 more

4 metrics

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

Grant price $0.0000 per share Reported transaction price per share for RSU award

Holdings after grant 14,970 shares/units Total common stock/RSUs following the transaction

Grant date May 22, 2026 Date RSUs were awarded under 2020 Omnibus Incentive Plan

Key Terms

restricted stock units, 2020 Omnibus Incentive Plan, vesting conditions, non-employee director

4 terms

restricted stock units financial

"These securities consist of 14,970 restricted stock units ("RSUs") that were granted on May 22, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2020 Omnibus Incentive 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."

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
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^*

Kyle Richard G

(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	14,970	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.

Remarks:

The Power of Attorney for Mr. Kyle is filed as an exhibit to the Form 3 filed with the Securities and Exchange Commission on February 13, 2026, which is hereby incorporated by reference.

	Gregory S. Harvey, Attorney-in-Fact	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)

FAQ

What insider transaction did Sotera Health Co (SHC) disclose for Kyle Richard G?

Sotera Health disclosed that director Kyle Richard G received a grant of 14,970 restricted stock units as equity compensation. Each RSU represents one share of common stock, subject to vesting conditions tied to his continued service as a non-employee director.

How many Sotera Health (SHC) shares were granted to Kyle Richard G in the latest Form 4?

The Form 4 shows a grant of 14,970 restricted stock units to Kyle Richard G. Each restricted stock unit represents the right to receive one share of Sotera Health common stock once the specified vesting requirements have been satisfied.

What are the vesting terms for Kyle Richard G’s RSU grant at Sotera Health (SHC)?

The 14,970 restricted stock units 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, assuming he continues serving as a non-employee director through that time.

Did Kyle Richard G buy or sell Sotera Health (SHC) shares on the open market?

No open-market buy or sell is reported. The transaction is coded as an award (Code A), reflecting a grant of 14,970 restricted stock units as compensation at a reported price of $0.0000 per share rather than a market trade.

How many Sotera Health (SHC) shares does Kyle Richard G hold after this Form 4 transaction?

After the reported grant, Kyle Richard G holds 14,970 shares or share-equivalent units directly. This amount reflects the newly awarded restricted stock units that will convert into common shares when the vesting conditions are satisfied.

Under which plan were Kyle Richard G’s RSUs at Sotera Health (SHC) granted?

The 14,970 restricted stock units were granted under the Sotera Health Company 2020 Omnibus Incentive Plan. This equity plan governs the terms of awards like RSUs, including vesting schedules and conditions tied to continued service on the company’s board.