Sotera Health Announces Secondary Offering of Common Stock

Sotera Health (Nasdaq: SHC) announced a secondary offering of 31,838,253 common shares.

Rhea-AI Summary

Sotera Health (Nasdaq: SHC) announced a secondary offering of 31,838,253 common shares. All shares are being sold by affiliates of Warburg Pincus and GTCR; no other entities or individuals are selling. The Company is not issuing shares, receives no proceeds, but will pay offering expenses.

Positive

• No new Sotera Health shares issued, avoiding direct equity dilution
• Offering underwritten by Goldman Sachs & Co. LLC
• Registration statement for the shares is already effective with the SEC

Negative

• All 31,838,253 shares are being sold by existing major shareholders
• Sotera Health will not receive any proceeds from the secondary offering
• Company remains responsible for paying the expenses of the offering

Argus May 12 session

+1.30% close to close 4.9x rel. volume Open Argus

Details

News Market Reaction – SHC

On May 12, the first trading day after this news, SHC closed 1.30% above the previous close. That session’s volume was 4.9x the stock’s average daily volume.

Data tracked by StockTitan Argus for the May 12 session.

Key Figures

Secondary shares offered: 31,838,253 shares Par value per share: $0.01 SEC filing date: February 27, 2024 +1 more

Secondary shares offered

31,838,253 shares

Common stock in secondary offering by Warburg Pincus and GTCR affiliates

Par value per share

$0.01

Par value of SHC common stock in the offering

SEC filing date

February 27, 2024

Registration statement for the offered securities

Prospectus phone

1-866-471-2526

Goldman Sachs prospectus department contact for this offering

Previous Offering Reports

3 past events · Latest: Mar 04

Same Type 3 events

1. Mar 04

   Secondary offering

   24h Move

   -4.4%

   Sponsors sold 25M shares; company not selling or receiving proceeds.

2. Nov 06

   Secondary offering

   24h Move

   -2.1%

   Sponsors offered 30M shares; SHC covered expenses but got no proceeds.

3. Sep 04

   Secondary offering

   24h Move

   +6.9%

   25M-share sponsor sale; offering shifted sponsor control but stock rose.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

secondary offering, underwriter, prospectus, registration statement

4 terms

secondary offering financial

"today announced the launch of a secondary offering (the “Offering”) of 31,838,253 shares"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

View in glossary

underwriter financial

"Goldman Sachs & Co. LLC is acting as the underwriter for the Offering."

An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.

View in glossary

prospectus regulatory

"The Offering is being made only by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

registration statement regulatory

"A registration statement relating to these securities was filed with the Securities"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CLEVELAND, May 11, 2026 (GLOBE NEWSWIRE) -- Sotera Health Company (Nasdaq: SHC) (the “Company”) today announced the launch of a secondary offering (the “Offering”) of 31,838,253 shares of its common stock, par value $0.01 per share. All 31,838,253 shares are being offered for sale by certain affiliates of Warburg Pincus LLC (“Warburg Pincus”) and GTCR LLC (“GTCR”) as selling stockholders. No other entities, and no individuals, are selling shares in the Offering. The Company is not offering any shares in the Offering and will not receive any of the proceeds from the Offering. The Company will pay the expenses of the Offering pursuant to its obligations under its Amended and Restated Registration Rights Agreement.

Goldman Sachs & Co. LLC is acting as the underwriter for the Offering.

The Offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the Offering may be obtained, when available, from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at Prospectus-ny@ny.email.gs.com.

A registration statement relating to these securities was filed with the Securities and Exchange Commission on February 27, 2024, and became effective automatically.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-looking Statements:

Statements in this press release regarding the Company that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Certain of these risks and uncertainties are described in the Company’s registration statement on Form S-3 filed with the SEC, including under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recent Annual Report on Form 10-K. Forward-looking statements made in this release speak only as of the date of this release, and the Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances, except as required by law.

About Sotera Health:

Sotera Health Company is a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. Sotera Health goes to market through three businesses – Sterigenics®, Nordion® and Nelson Labs®. Sotera Health is committed to its mission, Safeguarding Global Health®.

INVESTOR RELATIONS CONTACT:

Jason Peterson
Vice President, Investor Relations, Sotera Health
IR@soterahealth.com

MEDIA CONTACT:

Kristin Gibbs
Chief Marketing Officer, Sotera Health
kgibbs@soterahealth.com

Source: Sotera Health Company

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sotera Health (SHC) announce on May 11, 2026 about a secondary offering?

Sotera Health announced a secondary offering of 31,838,253 common shares sold by existing shareholders. According to Sotera Health, the Company is not issuing new shares and will not receive any proceeds from this underwritten secondary sale.

How many Sotera Health (SHC) shares are included in the May 2026 secondary offering?

The secondary offering includes 31,838,253 shares of Sotera Health common stock. According to Sotera Health, all 31,838,253 shares are being sold by affiliates of Warburg Pincus and GTCR, with no other entities or individuals participating as selling stockholders.

Who is selling Sotera Health (SHC) shares in the May 2026 secondary offering?

Only affiliates of Warburg Pincus and GTCR are selling shares in the offering. According to Sotera Health, no other entities or individuals are selling stock, and the Company itself is not offering any shares in this secondary transaction.

Does Sotera Health (SHC) receive any proceeds from the May 2026 secondary offering?

Sotera Health will not receive any proceeds from this secondary offering. According to Sotera Health, all sale proceeds go to the selling stockholders, while the Company will pay the offering expenses under its Amended and Restated Registration Rights Agreement.

Who is the underwriter for the Sotera Health (SHC) May 2026 secondary stock offering?

Goldman Sachs & Co. LLC is acting as the underwriter for the offering. According to Sotera Health, the secondary sale of 31,838,253 shares will be made only by means of a prospectus available through Goldman Sachs’ prospectus department.

What is the SEC registration status of the Sotera Health (SHC) secondary offering shares?

The shares in the secondary offering are covered by an effective SEC registration statement. According to Sotera Health, a registration statement for these securities was filed on February 27, 2024 and became automatically effective before the May 2026 launch.