SEC Form 4 · accession 0001193125-26-340288
Sotera Health Co · SHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan M. Lyons
Officer — Sr. Vice President, CFO
Period of report
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 4:16 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001822479
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1 | Aug 5, 2026 | F | 11,316 | $17.98 | D | 217,304 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2,F3 | $14.59 | holding | — | — | — | — | Mar 4, 2034 | Common Stock | 81,676 | 81,676 | D |
| Stock OptionsF2,F4 | $16.89 | holding | — | — | — | — | Aug 7, 2033 | Common Stock | 33,640 | 33,640 | D |
| Performance RSUsF2,F5 | — | holding | — | — | — | — | — | Common Stock | 11,958 | 11,958 | D |
| Performance RSUsF2,F6 | — | holding | — | — | — | — | — | Common Stock | 29,678 | 29,678 | D |
Explanation of responses
- F1These 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 25,657 Restricted Stock Units ("RSUs"), which represents 33% of the RSU awards 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.
- F2No transaction is being reported on this line. Reported on a previously filed Form 4.
- F3These 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.
- F4These 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.
- F5These securities consist of the remaining 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. These RSUs vest in equal installments on March 3, 2027 and March 3, 2028, subject to performance.
- F6These securities consist of the maximum number of additional performance-based RSUs that were granted on March 2, 2026, 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 2027, subject to performance.
Remarks
Exhibit 24.1 - Power of Attorney