Sponsors fully exit Sotera Health (SHC) as 31.8M shares change hands, governance pact ends

Rhea-AI Filing Summary

Sotera Health Company disclosed a large secondary share sale and a change in its governance structure. On May 11, 2026, certain selling stockholders affiliated with prior private equity sponsors Warburg Pincus LLC and GTCR LLC agreed to sell 31,838,253 shares of common stock at $15.168 per share to Goldman Sachs & Co. LLC under an underwriting agreement. The transaction closed on May 13, 2026. The company did not issue any new shares and will not receive proceeds from this sale, and none of its executive officers participated.

After completion of the sale, the sponsors no longer own any common stock. As a result, the existing Stockholders Agreement terminated, ending the sponsors’ special corporate governance rights, including director designation rights. Directors previously designated by the sponsors may remain on the board and its committees until their current terms end.

Insights

Corporate governance analyst

Private equity sponsors fully exit Sotera, ending special rights.

The filing shows that affiliates of Warburg Pincus and GTCR sold 31,838,253 shares of Sotera Health common stock at $15.168 per share in a secondary offering underwritten by Goldman Sachs & Co. LLC. The company itself did not issue shares or receive proceeds.

Completion of this sale means the sponsors no longer own common stock, causing the existing Stockholders Agreement to terminate and removing their special governance rights, including board designation provisions. However, directors originally designated by the sponsors can continue serving until their current terms expire.

This represents a transition from sponsor-controlled governance to a more widely held ownership base. Future proxy statements and related disclosures may clarify how board composition evolves after the sponsors’ exit and the termination of the Stockholders Agreement.

8-K Event Classification

3 items: 1.02, 8.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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, and exhibit attachments filed with this report.

Key Figures

Shares sold by sponsors: 31,838,253 shares Share price in offering: $15.168 per share

2 metrics

Shares sold by sponsors 31,838,253 shares Common stock sold by selling stockholders in secondary offering

Share price in offering $15.168 per share Price at which selling stockholders sold common stock to underwriter

Key Terms

Underwriting Agreement, Selling Stockholders, Stockholders Agreement, prior private equity sponsors, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) relating to the sale of 31,838,253 shares"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Selling Stockholders financial

"certain stockholders named in Schedule 2 thereto (the “Selling Stockholders”)"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

Stockholders Agreement financial

"the stockholders’ agreement (the “Stockholders Agreement”) by and among Sotera Health Company"

prior private equity sponsors financial

"affiliates of the Company’s prior private equity sponsors, Warburg Pincus LLC and GTCR LLC"

corporate governance rights financial

"which have historically had special rights relating to the Company’s corporate governance"

Understanding 8-K Material Events →

Sotera Health Co false 0001822479 0001822479 2026-05-11 2026-05-11

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): May 11, 2026

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 1.02 Termination of a Material Definitive Agreement

On May 13, 2026, the stockholders’ agreement (the “Stockholders Agreement”) by and among Sotera Health Company (the “Company”) and the stockholders party thereto, dated as of November 19, 2020, terminated pursuant to its terms as described below under Item 8.01.

A description of the terms of the Stockholders Agreement is found under the caption “Certain Relationships and Related Party Transactions—Stockholders Agreement” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2026 and supplemented on May 5, 2026, which description is incorporated by reference herein.

Such description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

The information set forth under Item 8.01 with respect to the Stockholders Agreement is incorporated by reference into this Item 1.02.

Item 8.01 Other Events

On May 11, 2026, the 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 31,838,253 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 $15.168 per share, subject to and upon the terms and conditions set forth therein (the “Offering”). On May 13, 2026, 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. None of the Company’s executive officers participated in the sale of the Shares in the Offering.

The Selling Stockholders are affiliates of the Company’s prior private equity sponsors, Warburg Pincus LLC and GTCR LLC (collectively, the “Sponsors”), which have historically had special rights relating to the Company’s corporate governance, including the right to designate directors to serve on the Company’s board of directors (the “Board”). As a result of the completion of the Offering, the Sponsors will no longer own any Common Stock. The Company’s existing Stockholders Agreement terminated as a result, ending the Sponsors’ special corporate governance rights. Existing directors on the Board previously designated by the Sponsors are not, however, required to resign from the Board or its committees and may serve until the end of their terms.

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 May 11, 2026, 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.
10.1		Stockholders Agreement (filed as Exhibit 10.9 to the Company’s Annual Report for the year ended December 31, 2020)
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: May 13, 2026				By:		/s/ Jonathan M. Lyons
						Jonathan M. Lyons
						Senior Vice President and Chief Financial Officer

FAQ

What major share transaction did Sotera Health (SHC) disclose in this 8-K?

Sotera Health reported that selling stockholders agreed to sell 31,838,253 shares of common stock at $15.168 per share. The sale was executed through an underwriting agreement with Goldman Sachs & Co. LLC and closed on May 13, 2026.

Did Sotera Health (SHC) receive any proceeds from the 31.8 million share sale?

No, Sotera Health did not receive proceeds from this transaction. All 31,838,253 shares were sold by existing selling stockholders, and the company neither issued new shares nor participated directly in the sale at $15.168 per share.

How did the offering affect Sotera Health’s prior private equity sponsors?

After completion of the offering, the prior private equity sponsors Warburg Pincus LLC and GTCR LLC no longer owned any Sotera Health common stock. Their affiliates were the selling stockholders in the 31,838,253-share secondary offering underwritten by Goldman Sachs & Co. LLC.

What happened to Sotera Health’s Stockholders Agreement after the offering?

The existing Stockholders Agreement terminated as a result of the sponsors’ full exit. That agreement had granted the sponsors special corporate governance rights, including director designation rights, which ended once they no longer owned any Sotera Health common stock.

Are directors previously designated by Sotera Health’s sponsors required to resign?

No, directors previously designated by the sponsors are not required to resign. The filing states that these existing directors may continue serving on Sotera Health’s board and its committees until the end of their current terms, despite termination of the Stockholders Agreement.

Did any Sotera Health executive officers sell shares in this secondary offering?

No, none of Sotera Health’s executive officers participated in the offering. The selling stockholders were affiliates of the prior private equity sponsors, and the company specifically noted that its executive officers did not sell shares in this 31,838,253-share transaction.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 263.9 KB
• EX-5.1 EX-5.1 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB