Flynn Karen 4

What Happened

• Karen Flynn, a non-employee director of Sotera Health Co (SHC), received a grant of 14,970 restricted stock units (RSUs) on May 22, 2026. The Form 4 reports the award as an acquisition (code A) at $0.00 per unit.
• RSUs represent a right to receive one share of common stock each upon vesting; the filing lists Flynn’s holdings after the grant as 39,221 shares of common stock plus 14,970 RSUs (total economic exposure = 54,191 shares/units).

Key Details

• Transaction date: May 22, 2026. Form filed: May 27, 2026 (appears to be filed several days after the transaction; insiders generally must file within 2 business days).
• Price: $0.00 (typical for RSU grants — not an open-market purchase).
• Shares/units after transaction: 39,221 shares of common stock and 14,970 RSUs outstanding to Flynn.
• Footnote on vesting: RSUs vest in full on the earlier of (i) the first anniversary of the grant or (ii) the date immediately prior to the issuer’s next regular annual shareholders meeting, subject to Flynn’s continued service as a non-employee director.
• Administrative note: Power of Attorney for Ms. Flynn was previously filed as an exhibit to her Form 3 (Nov 21, 2023) and is incorporated by reference.

Context

• This was a compensation award (RSUs), not a market purchase or sale; such grants are routine director compensation and do not necessarily indicate a personal trading view.
• RSUs convert to shares only upon vesting (subject to service conditions), so they are not immediately tradable shares.