Sotera Health Co
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
SHC$16.27-1.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents Filed with Report
(1)Consolidated Financial Statements
The consolidated financial statements are filed as part of this Annual Report on Form 10-K under Item 8, “Financial Statements and Supplementary Data”
(2)Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.
(3)Exhibits
The exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference, as applicable, as part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No · Description of Exhibits · Filed/Furnished Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 10-K | 001-39729 | 3.1 | 2021-03-09 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sotera Health Company, dated May 23, 2024 | 8-K | 001-39729 | 3.1 | 2024-05-24 |
| 3.3 | Amended and Restated Bylaws of Sotera Health Company | 10-Q | 001-39729 | 3.1 | 2024-11-05 |
| 4.1 | Description of our Common Stock | 10-K | 001-39729 | 4.1 | 2021-03-09 |
| 4.2 | Amended and Restated Registration Rights Agreement | 10-K | 001-39729 | 4.2 | 2021-03-09 |
| 4.3 | Indenture dated as of May 30, 2024, among Sotera Health Holdings, LLC, as Issuer of the Notes, Sotera Health Company, as Holdings, and the Guarantors party hereto and Wilmington Trust, National Association | 10-Q | 001-39729 | 4.1 | 2024-08-05 |
| 4.4 | Form of 7.375% Senior Secured Notes due 2031 | 10-Q | 001-39729 | 4.2 | 2024-08-05 |
| 4.5 | Notes Security Agreement, dated as of May 30, 2024, among Sotera Health Holdings, LLC, Sotera Health Company, the other Grantors party thereto, and Wilmington Trust, National Association | 10-Q | 001-39729 | 4.3 | 2024-08-05 |
| 10.1+ | Employment Agreement by and between Sotera Health Company and Michael B. Petras, Jr., dated as of November 10, 2020 | S-1/A | 333-249648 | 10.1 | 2020-11-12 |
| 10.2+ | Executed Employment Offer by Sotera Health Company and Alex Dimitrief dated as of October 28, 2022 | 10-K | 001-39729 | 10.7 | 2023-02-28 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No · Description of Exhibits · Filed/Furnished Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 10.3+ | Executed Restrictive Covenants Agreement by and between Sotera Health Company and Alex Dimitrief, dated as of November 1, 2022 | 10-K | 001-39729 | 10.8 | 2023-02-28 |
| 10.4+ | Cash Retention Bonus Agreement by and between Michael Rutz and Sotera Health Company dated as of November 7, 2022 | 10-K | 001-39729 | 10.9 | 2023-02-28 |
| 10.5+ | Amended and Restated Employment Offer by Sotera Health Company and Jonathan M. Lyons dated as of February 26, 2025 | 10-Q | 001-39729 | 10.2 | 2025-05-01 |
| 10.6+ | Executed Restrictive Covenants Agreement by and between Sotera Health Company and Jonathan M. Lyons dated as of June 26, 2023 | 10-Q | 001-39729 | 10.3 | 2023-08-03 |
| 10.7+ | Sotera Health Company Supplemental Retirement Benefit Plan, effective as of January 1, 2018 | S-1/A | 333-249648 | 10.4 | 2020-11-12 |
| 10.8+ | Sotera Health Company 2020 Omnibus Incentive Plan | S-1/A | 333-249648 | 10.5 | 2020-11-12 |
| 10.9+ | Form of Sotera Health Company 2020 Omnibus Incentive Plan Restricted Stock Unit Grant Notice and Agreement | S-1/A | 333-249648 | 10.6 | 2020-11-12 |
| 10.10+ | Form of Sotera Health Company 2020 Omnibus Incentive Plan Stock Option Grant Notice and Agreement | S-1/A | 333-249648 | 10.7 | 2020-11-12 |
| 10.11 | Form of Indemnification Agreement entered into between the Registrant and each director and executive officer | S-1/A | 333-249648 | 10.8 | 2020-11-02 |
| 10.12 | Stockholders Agreement | 10-K | 001-39729 | 10.9 | 2021-03-09 |
| 10.13 | 2019 Credit Agreement, dated as of December 13, 2019, among the Registrant, Sotera Health Holdings, LLC, the lenders and issuing banks party thereto and Jefferies Finance LLC, as first lien administrative agent and first lien collateral agent | S-1 | 333-249648 | 10.10 | 2020-10-23 |
| 10.14 | Guarantee Agreement, dated as of December 13, 2019, among the Registrant, Sotera Health Holdings, LLC, the other guarantors party thereto and Jefferies Finance LLC, as first lien collateral agent | S-1 | 333-249648 | 10.11 | 2020-10-23 |
| 10.15 | Collateral Agreement, dated as of December 13, 2019, among the Registrant, Sotera Health Holdings, LLC, the other guarantors party thereto and Jefferies Finance LLC, as first lien collateral agent | S-1 | 333-249648 | 10.12 | 2020-10-23 |
| 10.16 | Patent Security Agreement, dated as of December 13, 2019, between Sterigenics U.S., LLC and Jefferies Finance LLC, as collateral agent | S-1 | 333-249648 | 10.13 | 2020-10-23 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No · Description of Exhibits · Filed/Furnished Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 10.17 | Trademark Security Agreement, dated as of December 13, 2019, between Sterigenics U.S., LLC and Jefferies Finance LLC, as collateral agent | S-1 | 333-249648 | 10.14 | 2020-10-23 |
| 10.18 | Trademark Security Agreement, dated as of December 13, 2019, between Nelson Laboratories, LLC and Jefferies Finance LLC, as collateral agent | S-1 | 333-249648 | 10.15 | 2020-10-23 |
| 10.19 | Trademark Security Agreement, dated as of December 13, 2019, between Sotera Health LLC and Jefferies Finance LLC, as collateral agent | S-1 | 333-249648 | 10.16 | 2020-10-23 |
| 10.20 | Copyright Security Agreement, dated as of December 13, 2019, among Jefferies Finance LLC and Nelson Laboratories, LLC, as collateral agent | S-1 | 333-249648 | 10.17 | 2020-10-23 |
| 10.21 | First Lien Collateral Agreement, dated as of July 31, 2020, among the Registrant, Sotera Health Holdings, LLC, the other grantors party thereto and Wilmington Trust, National Association, as first lien notes collateral agent | S-1 | 333-249648 | 10.26 | 2020-10-23 |
| 10.22 | Patent Security Agreement, dated as of July 31, 2020, between Sterigenics U.S., LLC and Wilmington Trust, National Association, as first lien notes collateral agent | S-1 | 333-249648 | 10.27 | 2020-10-23 |
| 10.23 | Trademark Security Agreement, dated as of July 31, 2020, between Sotera Health Holdings LLC and Wilmington Trust, National Association, as first lien notes collateral agent | S-1 | 333-249648 | 10.28 | 2020-10-23 |
| 10.24 | Copyright Security Agreement, dated as of July 31, 2020, between Nelson Laboratories, LLC and Wilmington Trust, National Association, as first lien notes collateral agent | S-1 | 333-249648 | 10.29 | 2020-10-23 |
| 10.25† | Restated Supply Agreement, dated as of October 6, 2020, between Balchem Corporation and Sterigenics U.S., LLC, Sterigenics S. De R.L. De C.V., Sterigenics Costa Rica S.R.L. and Sterigenics EO Canada, Inc. | S-1/A | 333-249648 | 10.30 | 2020-11-18 |
| 10.26+ | Form of Restricted Stock Agreement and Acknowledgement | S-1/A | 333-249648 | 10.31 | 2020-11-12 |
| 10.27+ | Non-Employee Director Compensation Policy | S-1/A | 333-249648 | 10.32 | 2020-11-12 |
| 10.28+ | Employment Agreement by and between Sotera Health LLC and Michael P. Rutz, dated as of May 21, 2020 | 10-K | 001-39729 | 10.26 | 2021-03-09 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No · Description of Exhibits · Filed/Furnished Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 10.29 | Incremental Facility Amendment to the 2019 Credit Agreement, dated as of December 17, 2020, among Sotera Health Company, Sotera Health Holdings, LLC, the Incremental Amendment Revolving Lends party thereto, Jefferies Finance LLC, as First Lien Administrative Agent, each Issuing Bank and the Other Loan Parties | 10-K | 001-39729 | 10.27 | 2021-03-09 |
| 10.30 | Refinancing Amendment to the First Lien 2019 Credit Agreement, dated as of January 20, 2021, among Sotera Health Company, Sotera Health Holdings, LLC, the Refinancing Lenders Party thereto, the Revolving Lenders party to the First Lien Credit Agreement and Jefferies Finance LLC, as First Lien Administrative Agent and First Lien Collateral Agent | 10-K | 001-39729 | 10.28 | 2021-03-09 |
| 10.31 | Revolving Facilities Amendment to the 2019 Credit Agreement, dated as of March 26, 2021, among Sotera Health Company, Sotera Health Holdings, LLC, the Refinancing Lenders Party thereto, the Revolving Lenders party to the First Lien Credit Agreement and Jefferies Finance LLC, as First Lien Administrative Agent and First Lien Collateral Agent | 10-Q | 001-39729 | 10.2 | 2021-05-13 |
| 10.32 | Amendment to First Lien 2019 Credit Agreement, dated as of December 23, 2021 by and among Sotera Health Company, Sotera Health Holdings, LLC, and JPMorgan Chase Bank, N.A. as First Lien Administrative Agent and First Lien Collateral Agent | 10-K | 001-39729 | 10.31 | 2022-03-01 |
| 10.33 | Amendment to First Lien 2019 Credit Agreement, dated as of March 24, 2022, by and among Sotera Health Company, Sotera Health Holdings, LLC, and JPMorgan Chase Bank, N.A. as First Lien Administrative Agent | 10-K | 001-39729 | 10.37 | 2023-02-28 |
| 10.34 | Incremental Facility Amendment No. 2, dated as of March 21, 2023, to the First Lien Credit Agreement dated as of December 13, 2019 by and among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries of Sotera Health Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders and issuing banks party thereto | 8-K | 001-39729 | 10.1 | 2023-03-22 |
| 10.35 | Amendment, dated as of June 22, 2023, to the First Lien Credit Agreement dated as of December 13, 2019 by and among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries of Sotera Health Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders and issuing banks party thereto | 8-K | 001-39729 | 10.1 | 2023-06-22 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No | Description of Exhibits | Filed/Furnished Herewith | Form | File No. | Exhibit | Filing Date |
| 10.36 | Amendment No. 3 to the First Lien Credit Agreement, dated March 1, 2024, by and among Sotera Health Company, Sotera Health Holdings, LLC, the Refinancing Revolving Lenders, and JPMorgan Chase Bank, N.A., as First Lien Administrative Agent | 8-K | 001-39729 | 10.1 | 2024-03-04 | |
| 10.37 | Amendment No. 4 to First Lien Credit Agreement, dated as of May 30, 2024, among Sotera Health Company, Sotera Health Holdings, LLC, each Term and Revolving Lender party and JPMorgan Chase Bank, N.A., as First Lien Administrative Agent | 10-Q | 001-39729 | 10.1 | 2024-08-05 | |
| 10.38 | Amendment No. 5 to the First Lien Credit Agreement, dated as of April 30, 2025, by and among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries of Sotera Health Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders and issuing banks party thereto | 10-Q | 001-39729 | 10.1 | 2025-05-01 | |
| 10.39 | Amendment No. 6, dated as of September 17, 2025, to the First Lien Credit Agreement dated as of December 13, 2019 by and among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries of Sotera Health Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent, and the 2025 Refinancing Term Lenders party thereto | 8-K | 001-39729 | 10.1 | 2025-09-18 | |
| 10.40+ | Form of Sotera Health Company 2020 Omnibus Incentive Plan Restricted Stock Unit Grant Notice (As Amended) and Agreement | 10-K | 001-39729 | 10.48 | 2023-02-28 | |
| 10.41+ | Form of Sotera Health Company 2020 Omnibus Incentive Plan Stock Option Grant Notice (As Amended) and Agreement | 10-K | 001-39729 | 10.49 | 2023-02-28 | |
| 10.42+ | Form of Restricted Stock Unit Grant Notice and Agreement (under 2020 Omnibus Incentive Plan) (for Chief Executive Officer grants starting in 2025) | * | ||||
| 10.43+ | Form of Restricted Stock Unit Grant Notice, Agreement and Performance Memo (under 2020 Omnibus Incentive Plan) (for other executive grants starting in 2025) | * | ||||
| 10.44+ | Form of Restricted Stock Unit Grant Notice and Agreement (under 2020 Omnibus Incentive Plan) (retention awards) | * | ||||
| 10.45+ | Form of Performance Share Unit Grant Notice, Agreement and Performance Memo (under 2020 Omnibus Incentive Plan) (for Chief Executive Officer share appreciation unit grants starting in 2025) | * | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No | Description of Exhibits | Filed/Furnished Herewith | Form | File No. | Exhibit | Filing Date |
| 10.46+ · Form of Performance Share Unit Grant Notice, Agreement and Performance Memo (under 2020 Omnibus Incentive Plan) (other executive grants starting 2025) · * | ||||||
| 10.47+ · Form of Performance Share Unit Grant Notice, Agreement and Performance Memo (under 2020 Omnibus Incentive Plan) (for Chief Executive Officer performance share unit grants starting in 2025) · * | ||||||
| 10.48+ · Cash Retention Bonus Agreement, dated as of March 3, 2025, by and between the Company and Jonathan M. Lyons · * | ||||||
| 19.1 | Insider Trading Policy of Sotera Health Company | 10-K | 001-39729 | 19.1 | 2025-02-27 | |
| 21.1 | List of Subsidiaries | * | ||||
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | * | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 32.1 | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||
| 97.1 | Sotera Health Company Policy for the Recovery of Erroneously Awarded Compensation | 10-K | 001-39729 | 97.1 | 2024-02-27 | |
| 101.INS | Inline XBRL Instance Document - The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| Incorporated by Reference | ||||||
| Exhibit No | Description of Exhibits | Filed/Furnished Herewith | Form | File No. | Exhibit | Filing Date |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||
- Filed Herewith
** Furnished Herewith
- Denotes management contract or compensatory plan or arrangement.
† Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material, and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.