SHC Form 4: Michael Rutz Disposes 126,611 Shares, Retains 450,204
Rhea-AI Filing Summary
Michael P. Rutz, President of Sterigenics and officer of Sotera Health Co (SHC), sold 126,611 shares on 08/22/2025 at an average weighted price of $16.3833 per share. After the sale he beneficially owns 450,204 shares, consisting of 369,303 shares of common stock and 80,901 RSUs. The Form 4 also lists outstanding stock options exercisable for 296,600 shares across four option grants with exercise prices of $14.59, $17.59, $20.03 and $23.00 and a separate tranche of performance-based RSUs covering 24,289 potential shares.
Positive
- Reporting person retains substantial ownership: 450,204 shares remain beneficially owned after the sale.
- Equity incentives remain in place: multiple stock option grants and performance-based RSUs continue to align the executive with shareholder value creation.
- Vesting schedules documented: Options and RSUs have multi-year vesting schedules, indicating continued service-based alignment.
Negative
- Insider disposition: 126,611 shares were sold on 08/22/2025 at an average weighted price of $16.3833.
- Reduction in direct holdings: The sale decreased the reporting person’s immediately held shares relative to prior ownership.
Insights
TL;DR: Insider sale is material in size but reporting shows substantial retained ownership and ongoing equity incentives.
The Form 4 records a sale of 126,611 shares by an executive officer under code S, with an average weighted sale price of $16.3833. Post-transaction beneficial ownership remains 450,204 shares, combining vested common shares and RSUs. The reporting also confirms multiple outstanding option grants with multi-year vesting schedules and performance-based RSUs, indicating continued alignment of the executive with long-term equity compensation structures. This filing appears to be a routine disposition rather than a termination of holdings or forfeiture.
TL;DR: Equity compensation mix includes vested shares, time‑based options and performance RSUs, preserving incentive alignment.
The disclosure lists four option grants exercisable for a total of 296,600 shares with exercise prices at $14.59, $17.59, $20.03 and $23.00 and vesting schedules tied to service anniversaries. Additionally, there are performance-based RSUs potentially converting to 24,289 shares subject to stock-price performance and staged vesting. These components indicate a compensation package that continues to provide upside exposure while the reported cash sale reduced a portion of holdings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 126,611 | $16.3833 | $2.07M |
| holding | Stock Options | -- | -- | -- |
| holding | Stock Options | -- | -- | -- |
| holding | Stock Options | -- | -- | -- |
| holding | Stock Options | -- | -- | -- |
| holding | Performance RSUs | -- | -- | -- |
Footnotes (1)
- Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $16.30 - $16.54. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. These securities consist of 80,901 RSUs and 369,303 shares of Common Stock. No transaction is being reported on this line. Reported on a previously filed Form 4. These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2025, subject to vesting conditions. These options were granted on March 6, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in annually in three equal installments commencing March 2, 2024, subject to the Reporting Person's continued service through each such date.. These options were granted on March 2, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued service thourgh each such date. These options were granted on November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date. These securities consist of a maximum number 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 represents the Reporting Person's right to receive one share of Common Stock, subject to stock price-related performance conditions. The additional RSUs generally vest annually in 60%, 20%, and 20% installments, respectively, commencing March 3, 2026, subject to performance.
