| 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 | -$46K | -3.69K | -0.68% | $12.47 | 538K | Mar 2, 2025 | Direct | F1 |
| transaction | SHC | Common Stock | Tax liability | -$52.3K | -4.2K | -0.78% | $12.47 | 534K | Mar 2, 2025 | Direct | F2 |
| transaction | SHC | Common Stock | Tax liability | -$67.3K | -5.4K | -1.01% | $12.47 | 528K | Mar 2, 2025 | Direct | F3 |
| transaction | SHC | Common Stock | Award | $0 | +48.6K | +9.2% | $0.00 | 577K | Mar 3, 2025 | Direct | F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHC | Performance RSUs | Award | $0 | +24.3K | $0.00 | 24.3K | Mar 3, 2025 | Common Stock | 24.3K | Direct | F6 | ||
| holding | SHC | Stock Options | 68.1K | Mar 2, 2025 | Common Stock | 68.1K | $14.59 | Direct | F7, F8 | |||||
| holding | SHC | Stock Options | 53.9K | Mar 2, 2025 | Common Stock | 53.9K | $17.59 | Direct | F7, F9 | |||||
| holding | SHC | Stock Options | 63.9K | Mar 2, 2025 | Common Stock | 63.9K | $20.03 | Direct | F7, F10 | |||||
| holding | SHC | Stock Options | 112K | Mar 2, 2025 | Common Stock | 112K | $23.00 | Direct | F7, F11 |
| 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 8,322 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 2, 2022. 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 9,475 RSUs, which represents 33% of the RSU award granted to the Reporting Person on March 6, 2023. 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 | 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, 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 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. |
| F4 | 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. |
| F5 | These securities consist of 80,901 RSUs and 495,914 shares of Common Stock. 472,715 of the shares of Common Stock are vested, and 22,199 shares of Common Stock remain subject to vesting conditions. Shares of unvested Common Stock will vest on a daily basis, pro rata through May 13, 2025 (the five year anniversary of the date of grant). |
| F6 | 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. |
| F7 | No transaction is being reported on this line. Reported on a previously filed Form 4. |
| F8 | 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 March 2, 2025, subject to vesting conditions. |
| F9 | These options were granted on March 6, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in annually in three equal installments commencing March 2, 2024, subject to the Reporting Person's continued service through each such date.. |
| F10 | These options were granted on March 2, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued service thourgh each such date. |
| F11 | These options were granted on November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date. |
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.