Jonathan M. Lyons - Aug 5, 2025 Form 4 Insider Report for Sotera Health Co (SHC)

Role
Sr. Vice President, CFO
Signature
Gregory S. Harvey, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Aug 5, 2025
Transactions value $
-$128,775
Form type
4
Date filed
8/7/2025, 06:09 PM
Previous filing
Mar 4, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Lyons Jonathan M. Sr. Vice President, CFO 9100 SOUTH HILLS BLVD, SUITE 300, BROADVIEW HEIGHTS Gregory S. Harvey, Attorney-in-Fact 2025-08-07 0001983511

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 -$129K -11.5K -5.72% $11.19 190K Aug 5, 2025 Direct F1

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
holding SHC Stock Options 81.7K Aug 5, 2025 Common Stock 81.7K $14.59 Direct F2, F3
holding SHC Stock Options 33.6K Aug 5, 2025 Common Stock 33.6K $16.89 Direct F2, F4
holding SHC Performance RSUs 29.9K Aug 5, 2025 Common Stock 29.9K Direct F2, F5
* 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 25,655 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on August 7, 2023. These awards were granted pursuant to the terms of RSU agreements 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 No transaction is being reported on this line. Reported on a previously filed Form 4.
F3 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.
F4 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.
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.

Remarks:

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.