Sotera Health holders sell 30,000,000 shares at $15.651

Sotera Health Company disclosed a secondary stock sale by existing holders.

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Secondary sale by existing holders; no cash to the company.

This is a secondary offering where selling stockholders sold 30,000,000 shares at $15.651 per share via an underwriting agreement with Goldman Sachs & Co. LLC. The transaction closed on November 10, 2025 per the disclosed timeline.

Because the issuer did not sell shares, the company receives no proceeds. The filing lists standard exhibits, including the underwriting agreement and a legal opinion on the validity of the shares.

Investor impact is typically administrative for the issuer; trading dynamics, if any, depend on market absorption of shares sold by existing holders. No use-of-proceeds or capital changes are indicated for the company in the excerpt.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did Sotera Health (SHC) announce in this 8-K?

A secondary sale by selling stockholders of 30,000,000 shares under an underwriting agreement with Goldman Sachs & Co. LLC.

What was the price per share in the Sotera Health secondary sale?

The selling stockholders sold shares at $15.651 per share.

Did Sotera Health receive proceeds from this transaction?

No. The company did not issue shares and will not receive any proceeds from the sale.

When did the sale to the underwriter occur?

The selling stockholders sold the shares to the underwriter on November 10, 2025.

Who served as underwriter for the Sotera Health stock sale?

Goldman Sachs & Co. LLC served as the underwriter.

What exhibits were filed with the disclosure?

Filed exhibits include the Underwriting Agreement (1.1) and the legal opinion (5.1) from Cleary Gottlieb.

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

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Accepted by SEC EDGAR 11/10/2025 - 04:06 PM Learn about SEC filing dates

Sotera Health Co false 0001822479 0001822479 2025-11-06 2025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 6, 2025

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39729		47-3531161
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300

Broadview Heights, Ohio 44147

(Address of Principal Executive Offices) (Zip Code)

(440) 262-1410

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on which registered
Common stock, $0.01 par value per share		SHC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On November 6, 2025, Sotera Health Company, certain stockholders named in Schedule 2 thereto (the “Selling Stockholders”) and Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”) relating to the sale of 30,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) by the Selling Stockholders, at a price of $15.651 per share, subject to and upon the terms and conditions set forth therein. On November 10, 2025, the Selling Stockholders sold the Shares to the Underwriter pursuant to the Underwriting Agreement. The Company did not issue or sell any shares of Common Stock in that transaction and will not receive any proceeds from the sale of the Shares by the Selling Stockholders.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the validity of the Shares, is filed as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated November 6, 2025, among the Company, Goldman Sachs & Co. LLC, as underwriter, and the selling stockholders named in Schedule 2 thereto.
5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP (included as part of Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Sotera Health Company
				(Registrant)
Date: November 10, 2025				By:		/s/ Jonathan M. Lyons
						Jonathan M. Lyons
						Senior Vice President and Chief Financial Officer