CUNNINGHAM SEAN LAURENCE 4

What Happened

• Sean Laurence Cunningham, a non‑employee director of Sotera Health Co (SHC), was granted 14,970 restricted stock units (RSUs) on May 22, 2026. The award was reported as an "A" (award/grant) transaction at $0.00 per unit (RSUs represent the right to one share upon vesting), so no cash was exchanged at grant.
• Per the filing, the RSUs will vest in full on the earlier of (i) the first anniversary of the grant (around May 22, 2027) or (ii) the day immediately prior to the company’s next regular annual shareholders meeting, subject to Mr. Cunningham’s continued service as a director. After the grant, the filing shows beneficial holdings consisting of 80,781 shares of common stock plus 14,970 RSUs (95,751 total equity interests).

Key Details

• Transaction date: May 22, 2026; Form 4 filed May 27, 2026 (filed 5 days after the transaction; Form 4s are typically due within two business days, so this appears later than standard).
• Transaction type/code: Award/Grant (A); price per unit reported $0.00; total reported acquisition value $0.
• Shares/units after transaction: 80,781 shares of Common Stock and 14,970 RSUs (95,751 total).
• Notable footnotes: RSUs granted under the Sotera Health Company 2020 Omnibus Incentive Plan; vesting conditioned on continued service as a non‑employee director. Power of attorney referenced from Form 3 (filed Nov 20, 2020).

Context

• RSU grants are compensation that convert into actual shares only after vesting; they are not an immediate purchase and do not indicate a sale or immediate cash impact.
• Director RSU awards are a common part of non‑employee director compensation and are primarily a retention/align‑interest mechanism rather than a direct market signal.