25M Sotera Health (SHC) shares sold by existing holders at $15.270

Rhea-AI Filing Summary

Sotera Health Company disclosed that certain existing stockholders entered into an underwriting agreement with Wells Fargo Securities, LLC to sell 25,000,000 shares of Sotera’s common stock. The shares were priced at $15.270 per share and were sold to the underwriter on March 6, 2026.

The company itself did not issue or sell any common stock in this transaction and will not receive any proceeds from the sale. None of Sotera Health’s executive officers took part as sellers in this offering. The filing also includes the full underwriting agreement and a related legal opinion as exhibits.

Sotera Health Co false 0001822479 0001822479 2026-03-04 2026-03-04

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): March 4, 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 8.01 Other Events

On March 4, 2026, Sotera Health Company (the “Company”), certain stockholders named in Schedule 2 thereto (the “Selling Stockholders”) and Wells Fargo Securities, LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”) relating to the sale of 25,000,000 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 $15.270 per share, subject to and upon the terms and conditions set forth therein. On March 6, 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 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 March 4, 2026, among the Company, Wells Fargo Securities, 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: March 6, 2026				By:		/s/ Jonathan M. Lyons
						Jonathan M. Lyons
						Senior Vice President and Chief Financial Officer

FAQ

What stock transaction did Sotera Health Company (SHC) disclose in this 8-K?

Sotera Health Company reported that certain selling stockholders agreed to sell 25,000,000 shares of its common stock through an underwriting agreement. The transaction involved existing holders only, meaning the company did not issue new shares or raise capital in this sale.

At what price were Sotera Health (SHC) shares sold by the selling stockholders?

The selling stockholders sold 25,000,000 Sotera Health common shares at a price of $15.270 per share to Wells Fargo Securities, LLC. This price reflects the agreed sale amount under the underwriting agreement executed on March 4, 2026.

Did Sotera Health Company (SHC) receive any proceeds from this share sale?

Sotera Health Company will not receive any proceeds from this transaction. All 25,000,000 shares were sold by existing stockholders, so the cash from the sale goes to those stockholders rather than to the company’s balance sheet.

Were Sotera Health (SHC) executive officers involved in selling shares?

None of Sotera Health Company’s executive officers participated in the sale of shares in this offering. The selling stockholders were separate holders named in the underwriting agreement’s schedule, and executives were explicitly excluded from this secondary sale.

Who acted as underwriter for Sotera Health (SHC) stock sold by existing holders?

Wells Fargo Securities, LLC served as the underwriter for the sale of 25,000,000 Sotera Health common shares. The underwriter purchased the shares from the selling stockholders under an agreement dated March 4, 2026, and the sale closed on March 6, 2026.

What key legal documents accompany Sotera Health’s (SHC) disclosed share sale?

The disclosure includes the underwriting agreement as Exhibit 1.1 and a legal opinion from Cleary Gottlieb Steen & Hamilton LLP as Exhibit 5.1. A related consent is filed as Exhibit 23.1, and an Inline XBRL cover page data file appears as Exhibit 104.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 265.3 KB
• EX-5.1 EX-5.1 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB