Sotera Health Co.

05/27/2026 | Press release | Distributed by Public on 05/27/2026 15:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHADER ALTON
2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [SHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
9100 SOUTH HILLS, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026
(Street)
BROADVIEW HEIGHTS, OH 44147
4. If Amendment, Date 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
(City) (State) (Zip)
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, $0.01 par value per share ("Common Stock") 05/26/2026 A 375,939(1) A $ 0 375,939 D
Common Stock 05/26/2026 A 203,634(2) A $ 0 579,573 D
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)
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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHADER ALTON
9100 SOUTH HILLS
SUITE 300
BROADVIEW HEIGHTS, OH 44147
X Chief Executive Officer

Signatures

Gregory S. Harvey, Attorney-in-Fact 05/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sotera Health Co. published this content on May 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 27, 2026 at 21:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]