Welcome to our dedicated page for Sotera Health Co SEC filings (Ticker: SHC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Sotera Health Company’s major shareholder group affiliated with Warburg Pincus reported a large insider sale of common stock. On December 3, 2025, certain Warburg Pincus entities sold 9,720,000 shares of Sotera Health common stock in a transaction executed under Rule 144 at a price of $16.33 per share.
After this sale, the reporting entities still beneficially own 34,102,952 shares of Sotera Health, held indirectly through Bull Holdco L.P. with 27,291,923 shares and Bull Co-Invest L.P. with 6,811,029 shares. The various Warburg Pincus funds and affiliates report their interest as directors-by-deputization for Section 16 purposes and each disclaims beneficial ownership beyond its economic interest.
Sotera Health Company’s major shareholder group, the GTCR XI Funds, reported a large stock sale. On December 3, 2025, these funds sold 6,480,000 shares of Sotera Health common stock at a price of $16.33 per share. The transaction was reported on a joint Form 4 filing by multiple GTCR-related entities, which are listed as both directors by deputization and 10% owners.
After this sale, the GTCR XI Funds reported beneficial ownership of 22,735,301 shares in total. This consists of 18,044,507 shares held by GTCR Fund XI/A LP, 4,546,174 shares held by GTCR Fund XI/C LP, and 144,620 shares held by GTCR Co-Invest XI LP. The filing notes that GTCR’s management entities and their board of managers may be deemed to share beneficial ownership, while individual managers disclaim beneficial ownership except for their economic interests.
Sotera Health (SHC): Insider Form 4 reports large sponsor sale. On 11/10/2025, the GTCR XI Funds sold 12,000,000 shares of Sotera Health common stock in an underwritten public secondary offering at $15.651 per share (transaction code S). Following the sale, the reporting persons beneficially owned 29,215,301 shares indirectly. The filing identifies the reporters as both a Director and a 10% Owner.
The remaining indirect holdings comprise 23,187,541 shares held by GTCR Fund XI/A LP, 5,841,921 by GTCR Fund XI/C LP, and 185,839 by GTCR Co-Invest XI LP, as described in the footnotes. Governance and control details are provided for the GTCR entities and their board of managers.
Sotera Health (SHC): Insider Form 4 filing — Warburg Pincus entities reported the sale of 18,000,000 shares of Sotera Health common stock in an underwritten public secondary offering on November 10, 2025, at $15.651 per share.
The reporting persons are indicated as both Director and 10% Owner, and the filing notes the sale was conducted by affiliated Warburg Pincus entities. The transaction was disclosed as a secondary sale by existing holders, not an issuance by the company.
Sotera Health Co (SHC) insiders affiliated with Warburg Pincus reported a sale of 18,000,000 shares of common stock in an underwritten public secondary offering on November 10, 2025 at $15.651 per share.
After the reported transaction, the reporting group indicated 43,822,952 shares beneficially owned on an indirect basis, as referenced in the footnotes. The filing identifies the reporting persons as both Director and 10% Owner and notes that the report was filed by more than one reporting person.
Sotera Health Company disclosed a secondary stock sale by existing holders. On November 6, 2025, the company and certain selling stockholders entered an underwriting agreement with Goldman Sachs & Co. LLC for the sale of 30,000,000 shares of common stock at $15.651 per share, subject to stated terms. On November 10, 2025, the selling stockholders sold these shares to the underwriter.
The company did not issue any shares in this transaction and will not receive any proceeds from the sale, as all shares were sold by the selling stockholders. An underwriting agreement (Exhibit 1.1) and a legal opinion from Cleary Gottlieb (Exhibit 5.1) were filed in connection with the transaction.
Sotera Health Company (SHC) announced a secondary offering in which the selling stockholders are offering 30,000,000 shares of common stock. The Company is not selling shares and will not receive proceeds. The offering price is $15.70 per share, the underwriting discount is $0.049 per share, and proceeds to selling stockholders are $469,530,000 before expenses. Delivery of shares is expected on or about November 10, 2025, with Goldman Sachs & Co. LLC as underwriter.
Including Warburg Pincus affiliates 18,000,000 shares and GTCR affiliates 12,000,000 shares. Shares outstanding were 284,093,929 as of October 28, 2025. The Company and insiders agreed to 30‑day lock-up provisions, subject to customary exceptions. SHC’s common stock trades on Nasdaq under the symbol SHC; the last reported price on November 6, 2025 was $16.01 per share.
Sotera Health Company filed a preliminary prospectus supplement for a secondary sale of common stock by selling stockholders. The company states it is not selling any shares in this transaction and will not receive any proceeds from the sales.
The common stock trades on Nasdaq under the symbol SHC; the last reported sale price was $16.01 on November 6, 2025. As context, 284,093,929 shares were outstanding as of October 28, 2025. Goldman Sachs & Co. LLC is acting as underwriter, and standard 30‑day lock-up agreements apply to the company, executive officers, directors, and the selling stockholders, subject to stated exceptions.
The document highlights typical offering risks, potential market volatility, and notes that future issuances or sales could affect the trading price of SHC. Investors are directed to the “Risk Factors” section in this supplement and incorporated filings for additional details.
Sotera Health (SHC) reported stronger Q3 2025 results. Total revenue reached $311.3 million, up from $285.5 million a year ago, as Sterigenics and Nordion grew while Nelson Labs remained steady. Net income rose to $48.4 million from $17.0 million, with diluted EPS of $0.17 versus $0.06. For the first nine months, revenue was $860.2 million and net income was $43.1 million.
Cash generation and balance sheet improved. Year‑to‑date operating cash flow was $184.1 million, supporting capital spending and debt management. Long‑term debt declined to $2.129 billion from $2.208 billion. In September, the company repriced its term loan to Adjusted Term SOFR plus 2.50% and applied $75.0 million of cash to reduce borrowings; the average term‑loan rate fell to 7.22% in Q3 from 8.56% last year. Liquidity remained solid with $591.9 million available on the revolver.
Notable items. The company recorded $64.9 million year‑to‑date for Illinois EO litigation settlements and listed a $34.0 million related reserve in accrued liabilities at quarter‑end. Nordion’s Class 1B nuclear license was renewed for 25 years in September 2025. Shares outstanding were 284.1 million as of October 28, 2025.
Sotera Health (SHC)
The press release is attached as Exhibit 99.1 and incorporated by reference; the information is furnished and not deemed filed under the Exchange Act.
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