Sotera Health Co SEC Filings

Sculptor Capital and affiliated entities report collective beneficial ownership of 14,750,000 common shares of Sotera Health Company, representing 5.19% of the outstanding class based on 284,046,606 shares. The stake is held across multiple related reporting persons (Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc. and Sculptor Master Fund, Ltd.), each reporting shared voting and dispositive power of 14,750,000 shares and no sole voting or dispositive power. The filing states these shares are held in accounts managed by Sculptor and Sculptor-II and calculates percentages using the issuer’s 424B7 disclosed share count. The filing includes certifications that the position was not acquired to change or influence control of the issuer.

Sotera Health Co Schedule 13G/A discloses that a group of Warburg Pincus-related entities (the "WP Investors") together hold an aggregate of 103,038,253 shares of Sotera Health common stock, representing 36.3% of the outstanding class based on 284,046,606 shares outstanding per the issuer's July 29, 2025 prospectus. The filing describes a Stockholders Agreement between the WP Investors, GTCR investors and other holders that coordinates voting on certain director matters. The filing also notes 41,215,301 shares publicly reported as owned by GTCR in a Form 4 filed September 9, 2025 and states that WP Investors disclaim beneficial ownership of shares owned of record by GTCR except as set forth in the agreement.

GTCR-affiliated investors report joint beneficial ownership of 103,038,253 shares of Sotera Health Co., representing 36.3% of outstanding common stock. The group holds 41,215,301 shares of record while Warburg Pincus affiliates are reported to hold 61,822,952 shares; together the holders are party to a Stockholders Agreement that coordinates voting on certain director elections. The ownership percentage is calculated using 284,046,606 shares outstanding as disclosed in Sotera Health's prospectus supplement. Each GTCR Reporting Person disclaims beneficial ownership of shares held of record by the Warburg Pincus parties, and the GTCR Reporting Persons state they do not have dispositive power over the Warburg Pincus–held shares except as set forth in the Stockholders Agreement.

Warburg Pincus entities reported a secondary offering sale of Sotera Health Company (SHC) common stock. On 09/05/2025 the reporting group sold 12,000,000 shares of SHC at $15.111 per share in an underwritten public secondary offering, according to this Form 4.

After the transaction, the Warburg Pincus-related holders beneficially own 61,822,952 shares in the aggregate, comprised of 49,475,694 shares held by Bull Holdco L.P. and 12,347,258 shares held by Bull Co-Invest L.P. Multiple Warburg Pincus entities are listed as reporting persons and disclaim beneficial ownership except to the extent of their pecuniary interest. The filing is one of two reports relating to the same transactions.

Warburg Pincus entities disclosed a secondary sale of Sotera Health Company (SHC) shares. On 09/05/2025 certain Warburg Pincus Entities sold a total of 12,000,000 shares of SHC in an underwritten public secondary offering at a reported price of $15.111 per share. After the transaction the filing reports beneficial ownership of 61,822,952 shares held indirectly, consisting of 49,475,694 shares held by Bull Holdco L.P. and 12,347,258 shares held by Bull Co-Invest L.P. Multiple related Warburg Pincus entities are listed as reporting persons and disclaim beneficial ownership except to the extent of pecuniary interest. The filing notes this is 1 of 2 reports covering the same transactions.

Sotera Health Co. reporting persons affiliated with GTCR disclosed a sale of 8,000,000 shares of Sotera common stock on 09/05/2025 in an underwritten secondary offering at a price of $15.111 per share. After the sale, the GTCR XI Funds collectively beneficially own 41,215,301 shares, held across Fund XI/A, Fund XI/C and Co-Invest XI. The filing explains the ownership and control relationships among the GTCR entities and states that the reporting persons are directors-by-deputization solely for Section 16 purposes.

Sotera Health Company files a prospectus supplement describing an offering of common stock at $15.35 per share for a total of $307,000,000 and related resale amounts showing per-share and aggregate figures including $0.239 per share for $4,780,000 and an aggregate of $15.111 per share totaling $302,220,000. The filing discloses selling stockholders and post-offering ownership: for example, one holder had 73,822,952 shares (25.99%) before offering and will hold 61,822,952 shares (21.77%) after selling 12,000,000 shares; another held 49,215,301 (17.33%) and will hold 41,215,301 (14.51%) after selling 8,000,000 shares. The document includes multi-year financial line items and reconciliation commentary for non-GAAP measures such as Adjusted Net Income and Adjusted EBITDA. Identified risks include ongoing litigation exposure, supply risks related to Co-60 and geopolitical/sanctions impacts, and non-U.S. tax and FATCA withholding considerations.

Sotera Health Company (SHC) prospectus supplement and related filings present selected financial and corporate disclosure excerpts. Revenue for the year ended December 31, 2024 is shown as $1,100,441 (in thousands) with prior-year comparisons of $1,049,288 (2023) and $1,003,687 (2022). Selected balance and operating line items and periodic six-month comparisons to June 30, 2025 and 2024 are included. The document defines Adjusted Net Income and Adjusted EBITDA as non-GAAP measures management uses to assess operating performance and incentive attainment. It discloses material risks including ongoing securities-related litigation that could divert resources and costs, and supply-chain concentration risks tied to Cobalt-60 (Co-60) and geopolitical/sanctions exposure. The filing also outlines lock-up arrangements for selling stockholders and shows principal selling-stockholder positions (for example, 105,417,315 shares = 37.27% prior to offering for one holder and 70,278,209 shares = 24.85% after for that holder).