[Form 4] Sotera Health Company Insider Trading Activity

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

Corporate Governance Expert

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.

Compensation Analyst

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.

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
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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^*

Rutz Michael P

(Last) (First) (Middle)

C/O SOTERA HEALTH COMPANY

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)
	President of Sterigenics

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		S		126,611	D	$16.3833(1)	450,204(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
Stock Options(3)	$14.59							(4)	03/04/2034	Common Stock	68,063		68,063	D
Stock Options(3)	$17.59							(5)	03/06/2033	Common Stock	53,879		53,879	D
Stock Options(3)	$20.03							(6)	03/02/2032	Common Stock	63,857		63,857	D
Stock Options(3)	$23							(7)	11/20/2030	Common Stock	111,801		111,801	D
Performance RSUs	(8)							(8)	(8)	Common Stock	24,289		24,289	D

Explanation of Responses:

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.

2. These securities consist of 80,901 RSUs and 369,303 shares of Common Stock.

3. No transaction is being reported on this line. Reported on a previously filed Form 4.

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.

5. 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..

6. 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.

7. 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.

8. 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.

Remarks:

The Power of Attorney for Mr. Rutz is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.

	Matthew J. Klaben, Attorney-in-Fact	08/26/2025
	** 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.
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FAQ

What did Michael P. Rutz report on the Form 4 for SHC?

He reported selling 126,611 shares on 08/22/2025 at an average weighted price of $16.3833 and retaining 450,204 shares beneficially.

How many shares does Mr. Rutz beneficially own after the sale?

450,204 shares, composed of 369,303 common shares and 80,901 RSUs as stated in the filing.

What derivative awards does the Form 4 disclose for SHC executive holdings?

Outstanding stock options for 296,600 shares with exercise prices of $14.59, $17.59, $20.03 and $23.00, plus performance-based RSUs for 24,289 shares.

What was the sale price range for the shares sold by Mr. Rutz?

The filing reports a weighted average of $16.3833 and discloses the shares were sold in the range $16.30 to $16.54.

Were the reported options and RSUs subject to vesting conditions?

Yes. The filing specifies service-based vesting schedules and performance conditions for the additional RSUs, with staged vesting commencement dates noted.