Welcome to our dedicated page for Sotera Health Co SEC filings (Ticker: SHC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sotera Health Company's SEC filings document financial results, governance matters, capital-structure activity and material events for a Nasdaq-listed healthcare services company. Form 8-K filings report operating results, Regulation FD disclosures, earnings materials, leadership succession items, board appointments, committee assignments and underwriting agreements tied to secondary sales of common stock by selling stockholders.
Proxy materials describe annual meeting proposals, director elections, advisory executive compensation votes and auditor ratification. The filings also identify SHC's common stock, par value $0.01 per share, as listed on The Nasdaq Stock Market and provide formal exhibits such as underwriting agreements, legal opinions and press releases related to reported company events.
Sotera Health Co SVP, General Counsel and Secretary Alexander Dimitrief reported equity award activity tied to restricted stock units and performance-based RSUs. On March 2, 2026, 16,816 performance-based RSUs converted into the same number of common shares following achievement of performance conditions, and related RSU grants from 2024 and 2025 partially vested.
To cover tax withholding obligations on these vestings, the issuer withheld 7,941 and 23,619 shares of common stock at a price of $15.91 per share, reported as tax-withholding dispositions rather than open-market sales. After these transactions, Dimitrief directly held 319,981 shares of common stock and 11,210 performance RSUs, with remaining additional RSUs scheduled to vest in March 2027 and March 2028, subject to performance conditions.
Sotera Health Co Senior Vice President and CFO Jonathan M. Lyons reported multiple equity-related transactions on March 2, 2026. Performance-based RSUs vested and were exercised into Common Stock, and he also received new RSU and performance-based RSU awards under the 2020 Omnibus Incentive Plan.
To cover tax withholding obligations from these vestings, the company withheld shares of Common Stock at $15.91 per share. After these awards, exercises, and tax-withholding dispositions, Lyons continued to hold a substantial number of Sotera Health common shares directly.
Sotera Health Co President of Sterigenics Michael P. Rutz reported multiple equity compensation transactions involving performance-based RSUs and common stock. On March 2, 2026, 14,573 performance RSUs were exercised into the same number of common shares, and 22,612 new performance RSUs were granted at no cash cost.
On the same date, he received a grant of 45,223 shares of common stock, and several blocks of common shares (3,729, 4,495, and 17,497 shares at $15.9100 per share) were disposed of to cover tax withholding tied to vesting RSU awards. Following these transactions, he directly held 484,279 shares of common stock and 22,612 performance RSUs, with additional RSUs and performance-based RSUs subject to future vesting and performance conditions under the 2020 Omnibus Incentive Plan.
Sotera Health Company discloses a resale offering by certain selling stockholders pursuant to a preliminary prospectus supplement dated March 4, 2026.
The company states it is not selling any shares in this filing and will receive no proceeds from the shares sold by the selling stockholders; proceeds will go to those selling holders. The prospectus cites 284,392,079 shares outstanding as of February 17, 2026 and a last reported Nasdaq sale price of $15.76 per share on March 4, 2026.
Sotera Health Company provides mission-critical sterilization, lab testing and advisory services to global medical device, pharmaceutical, food and advanced materials customers. It operates 62 facilities in 13 countries with over 3,000 employees, serving more than 40 of the top 50 medical device makers and nine of the top ten global pharmaceutical companies.
Through Sterigenics and Nordion, Sotera offers gamma, ethylene oxide (EO), E‑beam and emerging X‑ray and NO₂ sterilization, and supplies Co‑60 under multi‑year reactor contracts that run as far as 2064. Nelson Labs adds over 900 microbiology and analytical chemistry tests and expert advisory services across the product lifecycle.
The company highlights heavy regulation and evolving EO and radiation standards, including new U.S. EPA NESHAP and FIFRA rules and planned environmental capital expenditures of about $51 million in 2026. It also faces significant EO‑related tort litigation and has entered into settlements totaling hundreds of millions of dollars, while additional claims remain pending.
Sotera Health Company reported another year of growth in 2025 and issued its 2026 outlook. Full‑year 2025 net revenues rose 5.7% to $1.164 billion, with net income increasing to $78 million or $0.27 per diluted share. Adjusted EBITDA grew 8.2% to $594 million and Adjusted EPS reached $0.86.
Leverage improved as the Net Leverage Ratio fell to 3.2x with cash of $345 million and total debt of $2.2 billion. For 2026, the company targets net revenues of $1.233–$1.251 billion and Adjusted EBITDA of $632–$641 million. The filing also details a planned transition of General Counsel, with Alex Dimitrief retiring from the role and becoming an advisor while Erika Ostrowski is promoted to Senior Vice President and General Counsel effective April 1, 2026.
Sessa Capital and related entities have disclosed a significant ownership stake in Sotera Health Co. As of 12/31/2025, they report beneficial ownership of 20,550,000 shares of Sotera Health common stock, representing 7.23% of the outstanding class.
Sessa Capital (Master), L.P. holds 15,919,619 shares (5.60%), and Sessa Capital Special Opportunity Fund II, L.P. holds 4,630,381 shares (1.63%). All reporting persons, including John Petry, have shared voting and dispositive power over these shares and no sole voting or dispositive power.
The filing is on Schedule 13G, and the reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Sotera Health, other than in connection with certain nomination activities referenced in the certification.
Sculptor Capital entities report a 7.39% passive stake in Sotera Health Company common stock. They collectively beneficially own 21,000,000 shares of Sotera’s common stock, based on 284,093,929 shares outstanding referenced from the issuer’s 10-Q. The shares are held across various investment accounts managed by Sculptor Capital LP and Sculptor Capital II LP, with related holding and parent entities also listed as beneficial owners. The filers certify the securities are not held to change or influence control of Sotera Health, but as a passive investment under Schedule 13G.
Sotera Health Company director Kyle Richard G filed an initial ownership report stating that he currently holds no securities of Sotera Health. This Form 3 identifies his role as a director and confirms that, as of the reported event date, there are no shares or derivative securities beneficially owned.
Sotera Health Co director files insider report. Director Kyle Richard G submitted a Form 4 related to Sotera Health Co, indicating an earliest transaction date of 02/04/2026. The excerpted tables for non-derivative and derivative securities do not show specific transaction amounts or prices.