| 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 | -$80.8K | -6.48K | -5.87% | $12.47 | 104K | Mar 2, 2025 | Direct | F1 |
| transaction | SHC | Common Stock | Award | $0 | +59.8K | +57.52% | $0.00 | 164K | Mar 3, 2025 | Direct | F2 |
| transaction | SHC | Common Stock | Award | $0 | +37.4K | +22.82% | $0.00 | 201K | Mar 3, 2025 | Direct | F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHC | Performance RSUs | Award | $0 | +29.9K | $0.00 | 29.9K | Mar 3, 2025 | Common Stock | 29.9K | Direct | F5 | ||
| holding | SHC | Stock Options | 81.7K | Mar 2, 2025 | Common Stock | 81.7K | $14.59 | Direct | F6, F7 | |||||
| holding | SHC | Stock Options | 33.6K | Mar 2, 2025 | Common Stock | 33.6K | $16.89 | Direct | F6, F8 |
| 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 13,708 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 4, 2024. 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 consist of RSUs that were granted on March 3, 2025, 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 3, 2026. |
| F3 | These securities consist of RSUs that were granted on March 3, 2025, 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 condictions. The RSUs vest in two equal installments on each of March 3, 2026 and March 3, 2027, subject to the Reporting Person's continued service through each such date. |
| F4 | These securities consist of 175,887 RSUs and 25,223 shares of Common Stock. |
| F5 | 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. |
| F6 | No transaction is being reported on this line. Reported on a previously filed Form 4. |
| F7 | 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 on March 2, 2025, subject to the Reporting Person's continued service through each such date. |
| F8 | These options were granted on August 7, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing August 5, 2024, subject to the Reporting Person's continued service through each such date. |
The Power of Attorney for Mr. Lyons is filed as an exhibit to the Form 3 filed on July 6, 2023, which is hereby incorporated by reference.