Sotera Health Co

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

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SOTERA HEALTH COMPANY

(Name of Registrant as Specified In Its Charter)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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Proposals

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To elect Ruoxi Chen, Karen A. Flynn and Ann R. Klee as our Class II directors to our Board, each to serve a three-year term ending in 2028.

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To approve, on an advisory basis, the compensation of our named executive officers.

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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Our Board recommends you vote (1)FOR the election of the three nominees for directors named in this Proxy Statement, (2)FOR the approval, on an advisory basis, of the compensation of our named executive officers, and (3)FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Your vote is important to us. You may vote via the internet or by telephone, or if you requested to receive printed proxy materials, by signing, dating and returning your proxy card. If you are voting via the internet or by telephone, your vote must be received by 11:59 p.m., Eastern Daylight Time, on Tuesday, May 20, 2025. For specific voting instructions, please refer to the information provided in this Proxy Statement, together with your proxy card or the voting instructions you receive by e-mail or that are provided via the internet. If you received only a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) but you prefer a paper copy of the proxy materials to vote by mail, the Notice of Internet Availability includes instructions on how to request a paper copy of the proxy materials.

Whether or not you plan to attend the Annual Meeting online, we encourage you to promptly vote and submit your proxy via the internet, by telephone or mail in advance of the meeting.

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By order of the Board of Directors,

Erika Ostrowski

Corporate Secretary

April 10, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 21, 2025. Our Proxy Statement and Annual Report to Stockholders are being made available on or about April 10, 2025 at www.proxyvote.com. We are providing access to our proxy materials over the internet under the rules adopted by the Securities and Exchange Commission.