Michael P. Rutz - 02 Mar 2026 Form 4 Insider Report for Sotera Health Co (SHC)

Signature
Matthew J. Klaben, Attorney-in-Fact
Issuer symbol
SHC
Transactions as of
02 Mar 2026
Net transactions value
$0
Form type
4
Filing time
04 Mar 2026, 20:51:09 UTC
Previous filing
26 Aug 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Rutz Michael P President of Sterigenics C/O SOTERA HEALTH COMPANY, 9100 SOUTH HILLS BLVD, SUITE 300, BROADVIEW HEIGHTS Matthew J. Klaben, Attorney-in-Fact 04 Mar 2026 0001599220

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHC Common Stock, $0.01 par value per share ("Common Stock") Tax liability -3,729 -0.83% $15.91* 446,475 02 Mar 2026 Direct F1
transaction SHC Common Stock Tax liability -4,495 -1% $15.91* 441,980 02 Mar 2026 Direct F2
transaction SHC Common Stock Options Exercise +14,573 +3.3% 456,553 02 Mar 2026 Direct F3, F6
transaction SHC Common Stock Tax liability -17,497 -3.8% $15.91* 439,056 02 Mar 2026 Direct F4
transaction SHC Common Stock Award +45,223 +10% $0.000000* 484,279 02 Mar 2026 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHC Performance RSUs Options Exercise -14,573 -60% 9,716 02 Mar 2026 Common Stock 14,573 Direct F6
transaction SHC Performance RSUs Award +22,612 $0.000000* 22,612 02 Mar 2026 Common Stock 22,612 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 9,475 Restricted Stock Units ("RSUs") granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.
F2 These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 11,423 RSUs granted to the Reporting Person on March 4, 2024. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.
F3 A portion of the Reporting Person's March 3, 2025 additional performance-based RSUs vested on March 2, 2026 based upon the achievement of performance conditions. As a result, the Reporting Person received an additional 14,573 shares of Common Stock.
F4 These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 43,720 RSUs granted to the Reporting Person on March 3, 2025. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to recieve one share of Common Stock, subject to vesting conditions or performance, as applicable.
F5 These securities consist of RSUs that were granted on March 2, 2026, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs generally vest annually in 60%, 20%, and 20% installments, respectively, commencing March 2027.
F6 These securities consist 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 represented the Reporting Person's right to receive one share of Common Stock subject to stock price-related performance conditions. Regarding the additional RSUs, the Reporting Person vested in 14,573 shares of Common Stock on March 2, 2026. The remaining additional RSUs under the award vest annually in equal installments in March 2027 and March 2028, subject to performance.
F7 These securities consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, 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 conditions. The additional RSUs generally vest annually in 60%, 20% and 20% installments, respectfully, commencing March 2027, 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.