UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 418, 2026

_______________________

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in ~~its~~ Charter)

_______________________

Delaware

001-39729

47-3531161

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300

Broadview Heights, Ohio 44147

(Address of Principal Executive Offices) (Zip Code)

(440) 262-1410

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Exchange

on which registered

Common stock, $0.01 par value per share

SHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 24, 2026, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2025. The Company will hold its previously announced conference call on February 24, 2026, at 9:00 a.m. Eastern Time to discuss its financial results and full-year 2026 outlook. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 418, 2026, ~~the~~Alex ~~Board~~Dimitrief, ofSenior ~~Directors~~Vice ~~(the~~President ~~“Board”)~~and ofGeneral ~~Sotera~~Counsel ~~Health~~of ~~Company (~~the “Company”), ~~increased~~provided notice to the ~~size~~Company ofthat ~~the~~he ~~Board~~will ~~from~~retire ~~eleven~~on ~~directors~~March to31, ~~twelve~~2026. ~~directors~~Beginning ~~and~~on ~~appointed~~April ~~Richard~~1, G2026, Mr. ~~Kyle~~Dimitrief asis aexpected ~~Class~~to ~~III~~be ~~director~~retained ofby the ~~Board,~~Company ~~effective~~as ~~immediately.~~an Mradvisor to assist the Company with ethylene oxide litigation matters. ~~Kyle~~Erika ~~will~~Ostrowski, ~~serve~~who has served as athe ~~member~~Company’s ofVice ~~the~~President, ~~Leadership~~Deputy ~~Development~~General Counsel and ~~Compensation~~Corporate ~~Committee~~Secretary ~~and~~for the ~~Nominating~~last two years under Mr. Dimitrief’s leadership, will be promoted to Senior Vice President and ~~Corporate~~General ~~Governance~~Counsel ~~Committee~~effective ofApril ~~the~~1, ~~Board~~2026.

~~Most recently,~~ Mr. ~~Kyle~~Dimitrief ~~served~~is asexpected ~~President~~to ~~and~~enter ~~Chief~~into ~~Executive~~an ~~Officer~~advisory ofagreement ~~The~~with ~~Timken~~the Company ~~(“Timken”),~~to amemorialize ~~global~~the ~~manufacturer~~terms of ~~bearings,~~his ~~transmissions,~~advisor ~~and~~service ~~industrial motion products, from May 2014~~ to ~~September~~the ~~2024.~~Company ~~During~~(the ~~his~~“Advisory ~~tenure as Chief Executive Officer, Mr~~Agreement”). Under ~~Kyle~~the ~~led~~Advisory ~~Timken’s financial transformation and strategic diversification~~Agreement, ~~including~~it ~~expanding~~is ~~its~~expected ~~industrial~~that ~~motion portfolio, entering new product lines, and diversifying end markets. Prior to serving as Chief Executive Officer,~~ Mr. ~~Kyle~~Dimitrief ~~held~~will ~~various~~provide ~~senior~~advisory ~~leadership~~services ~~roles~~for ata ~~Timken,~~term ~~including Chief Operating Officer and President~~ of ~~multiple~~up ~~business~~to ~~segments.~~12 ~~Earlier in his career~~months, ~~Mr. Kyle held leadership positions at Hubbell Incorporated~~ and ~~Cooper~~will ~~Industries.~~receive ~~Mr.~~advisory ~~Kyle~~fees ~~continues~~equal to ~~serve~~$22,500 onper ~~Timken’s Board of Directors. He has also served on the Board of Directors of Sonoco Products Company since 2015~~month, ~~where~~plus hereasonable isexpense ~~a member of the Audit Committee and the Corporate Governance and Nominating Committee and serves as Chair of the Executive Compensation Committee~~reimbursement. ~~He holds a B.S. in Mechanical Engineering from Purdue University and an M.B.A. from Northwestern University.~~

Mr. Kyle is entering into a customary indemnification agreement with the Company in connection with his appointment as a director, consistent with those entered into with the Company’s other directors, pursuant to which the Company agrees to provide indemnification and advancement of expenses to the fullest extent permitted by law and the Company’s amended and restated certificate of incorporation and amended and restated bylaws. Mr. Kyle has been deemed to be “independent” in accordance with Rule 5605(a)(2) of the Nasdaq Listing Rules. There is no arrangement or understanding between Mr. Kyle and any other persons, pursuant to which Mr. Kyle was appointed to serve on the Board. Additionally, there are no reportable transactions between Mr. Kyle and the Company that require disclosure pursuant to Item ~~404(a) of Regulation S-K~~ 9. ~~As a director of the Company, Mr~~01. Financial ~~Kyle~~Statements will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation policy as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and ~~Exchange Commission on April 10, 2025, as amended and supplemented, which generally consists of an annual cash retainer for Board service and an annual grant of restricted stock units~~Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press Release, dated February 24, 2026
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sotera Health Company(Registrant)
Date: February 5, 2026	By:	/s/ Jonathan M. Lyons
Date: February 24, 2026	By:	/s/ Jonathan M. Lyons
		Jonathan M. Lyons
		Senior Vice President and Chief Financial Officer

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