Sotera Health Announces Secondary Offering of Common Stock

Rhea-AI Summary

Sotera Health (Nasdaq: SHC) announced a secondary offering of 30,000,000 shares of common stock on November 6, 2025.

All shares are being sold by affiliates of Warburg Pincus and GTCR; the company is not selling shares and will not receive proceeds. Goldman Sachs is the underwriter. The company will pay offering expenses under its registration rights agreement. A registration statement filed with the SEC on February 27, 2024 became effective automatically. The offering is made only by prospectus and is not an offer in jurisdictions where unlawful.

Positive

• Underwritten by Goldman Sachs
• Registration statement effective Feb 27, 2024

Negative

• 30,000,000 shares being sold by sponsor affiliates
• Company will not receive any proceeds from the offering
• Company will pay the offering expenses per agreement

Insights

Capital markets analyst

Sotera Health announced a 30,000,000-share secondary sale by private-equity sellers on Nov 06, 2025, creating immediate supply pressure.

The transaction involves Sotera Health affiliates of Warburg Pincus and GTCR selling all 30,000,000 shares; the Company will not sell shares and will receive no proceeds. The company will, however, pay offering expenses under its registration rights agreement, and Goldman Sachs & Co. LLC is the underwriter. A registration statement for these securities became effective on Feb 27, 2024.

Because the shares are being sold by existing large holders rather than by the company, the event increases tradable float without providing new capital to the business. That typically places downward pressure on market supply/demand in the near term; the size of the block and identity of sellers are concrete facts to factor in. Key items to watch are the final number sold, pricing details when the prospectus is released, and timing of any sales relative to market liquidity; these will determine the actual immediate impact on trading and liquidity after Nov 06, 2025.

CLEVELAND, Nov. 06, 2025 (GLOBE NEWSWIRE) -- Sotera Health Company (Nasdaq: SHC) (the “Company”) today announced the launch of a secondary offering (the “Offering”) of 30,000,000 shares of its common stock, par value $0.01 per share. All 30,000,000 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 and 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

What is Sotera Health (SHC) announcing on November 6, 2025?

Sotera Health announced a secondary offering of 30,000,000 common shares by sponsor affiliates.

Who is selling the 30,000,000 Sotera Health (SHC) shares?

All shares are being sold by affiliates of Warburg Pincus and GTCR as selling stockholders.

Will Sotera Health (SHC) receive proceeds from the November 6, 2025 offering?

No. The company is not offering shares and will not receive any proceeds from the offering.

Who is the underwriter for Sotera Health's (SHC) secondary offering?

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

When did the registration statement for Sotera Health (SHC) become effective?

The registration statement was filed with the SEC on February 27, 2024 and became effective automatically.