05/27/2026 | Press release | Distributed by Public on 05/27/2026 15:54
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Share Appreciation Units | (3) | 05/26/2026 | A | 101,817(3) | (3) | (3) | Common Stock | 101,817 | $ 0 | 101,817 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SHADER ALTON 9100 SOUTH HILLS SUITE 300 BROADVIEW HEIGHTS, OH 44147 |
X | Chief Executive Officer | ||
| Gregory S. Harvey, Attorney-in-Fact | 05/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These securities consist of RSUs that were granted on May 26, 2026, pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Incentive Plan ("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 over three years in equal increments, commencing March 2, 2027. |
| (2) | These securities consist of RSUs that were granted on May 26, 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 over three years in equal increments, commencing March 2, 2027. |
| (3) | These securities consist of a maximum number of performance-based share appreciation units ("SAUs") that were granted on May 26, 2026, pursuant to the terms of a SAU Agreement under the 2020 Incentive Plan. Each SAU represents the Reporting Person's right to receive one share of Common Stock subject to stock-price-related performance conditions. The SAUs generally vest annually over three years in equal installments, commencing March 2, 2027, subject to performance. |
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Remarks: The Power of Attorney for Mr. Shader is filed as an exhibit to the Form 3 filed on [May 27, 2026], which is incorporated by reference. |
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