Form 4: Sotera Health CFO Lyons Reports RSU Vesting, New Grants

Sotera Health's Sr. VP and CFO, Jonathan M. Lyons, reported a series of RSU vestings, tax-related share disposals, and new RSU grants, increasing his direct beneficial ownership.

Summary

• Jonathan M. Lyons, Sr. Vice President and CFO of Sotera Health Co. (SHC), reported multiple transactions involving company stock on March 2, 2026.
• 6,046 shares of Common Stock were withheld by the Issuer at $15.91 per share to satisfy tax obligations upon the vesting of 13,708 Restricted Stock Units (RSUs) granted on March 4, 2024.
• An additional 17,937 shares of Common Stock were received due to the vesting of performance-based RSUs granted on March 3, 2025, based on the achievement of performance conditions.
• Further tax withholding resulted in the disposal of 23,988 shares of Common Stock at $15.91 per share, related to the vesting of 53,811 RSUs granted on March 3, 2025.
• Another 8,240 shares were disposed of at $15.91 per share for tax obligations linked to the vesting of 18,684 RSUs granted on March 3, 2025.
• Lyons acquired 59,355 new RSUs with a grant price of $0, subject to vesting conditions, granted on March 2, 2026.
• Additionally, 29,678 maximum performance-based RSUs were granted on March 2, 2026, with a grant price of $0, subject to stock price-related conditions and future vesting.
• Following these transactions, Lyons directly beneficially owns 228,620 shares of Common Stock and 29,678 Performance RSUs.
• All RSU awards were granted pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing. While there are tax-related share disposals, the significant new RSU grants and the vesting of performance-based awards indicate continued executive alignment and confidence in future performance.

Positives

• The vesting of 17,937 performance-based RSUs indicates the achievement of specific performance conditions for awards granted on March 3, 2025.
• The grant of 59,355 new RSUs and 29,678 maximum performance-based RSUs on March 2, 2026, demonstrates continued long-term incentive alignment between management and shareholders.
• The increase in direct beneficial ownership of Common Stock to 228,620 shares, alongside 29,678 Performance RSUs, reflects a continued stake in the company's success.

Negatives

• A total of 38,274 shares of Common Stock were disposed of to cover tax withholding obligations related to RSU vestings, representing a reduction in direct share ownership for tax purposes.

Future Outlook

Remaining additional performance-based RSUs granted on March 3, 2025, are scheduled to vest annually in equal installments in March 2027 and March 2028, subject to performance. The newly granted 59,355 RSUs and 29,678 maximum performance-based RSUs on March 2, 2026, generally vest annually in 60%, 20%, and 20% installments, respectively, commencing March 2027, subject to vesting conditions or stock price-related performance conditions.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as RSU vestings and subsequent tax-related sales, are common in the executive compensation landscape across various industries. These transactions reflect the standard practice of aligning executive incentives with long-term company performance through equity awards. The continued grant of new RSUs is consistent with typical compensation structures in the healthcare and sterilization services sector, aiming to retain key talent and motivate performance.

Related Party Transactions

• The reported transactions are related party transactions, specifically involving the company's Sr. Vice President and CFO, Jonathan M. Lyons, and the issuance/vesting of equity awards under the Sotera Health Company 2020 Omnibus Incentive Plan.

Stakeholder Impact

• Shareholders: The transactions reflect the ongoing executive compensation structure, which aims to align management's interests with shareholder value creation through equity incentives. Tax-related sales are a common consequence of RSU vesting.
• Employees: The incentive plan (2020 Omnibus Incentive Plan) provides a framework for equity compensation, potentially impacting other employees who receive similar awards.

Next Steps

• Annual vesting of remaining additional performance-based RSUs granted on March 3, 2025, in March 2027 and March 2028.
• Annual vesting of new RSUs and additional performance-based RSUs granted on March 2, 2026, commencing March 2027 (60%, 20%, 20% installments).

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including RSU vestings, tax-related share disposals, and new equity grants, executed under a 10b5-1 plan. Such transactions are generally expected and do not typically signal a material change in the company's fundamental outlook or warrant a change in investment recommendation. The continued granting of equity incentives aligns management's interests with long-term shareholder value, supporting a 'hold' position for existing investors.

Keywords

Sotera Health, SHC, Form 4, Insider Trading, Restricted Stock Units, RSU, Performance RSUs, Executive Compensation, Jonathan M. Lyons, CFO, Stock Ownership, SEC Filing