SEC Form 3 filed by new insider Ostrowski Erika
$SHC
Misc Health and Biotechnology Services
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.01 par value per share ("Common Stock") | 57,538(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options | (2) | (2) | Common Stock | 20,419 | $14.59 | D | |
| Stock Options | (3) | (3) | Common Stock | 11,740 | $14.59 | D | |
| Performance RSUs | (4) | (4) | Common Stock | 4,484 | $13.38 | D | |
| Performance RSUs | (5) | (5) | Common Stock | 9,892 | $17.69 | D | |
| Explanation of Responses: |
| 1. These securities consist of 32,180 Restricted Stock Units ("RSUs") and 25,358 shares of Common Stock. |
| 2. These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("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 and expire 10 years after the grant date. |
| 3. These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan, and have vested in full. These options expire 10 years after the grant date. |
| 4. These securities consist of the 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 conditions. The additional RSUs vest in equal annual installments in March 2027 and March 2028, subject to performance. |
| 5. These 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 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 |
| Gregory J. Dziak, Attorney-in-Fact | 04/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 3: SEC 1473 (03-26) | ||