SHC announces underwriting pact with Goldman Sachs; counsel opinion included

Rhea-AI Filing Summary

Sotera Health Company filed an 8-K reporting an underwriting agreement dated September 3, 2025 between the company, Goldman Sachs & Co. LLC as underwriter, and selling stockholders listed in Schedule 2. The filing also lists an opinion and consent from Cleary Gottlieb Steen & Hamilton LLP and an embedded Cover Page interactive XBRL file. The form is signed by Jonathan M. Lyons, Senior Vice President and Chief Financial Officer, dated September 5, 2025. The filing discloses the existence and parties to a securities underwriting but does not state offering size, pricing, or other economic terms.

Positive

• Underwriting agreement executed with a major investment bank (Goldman Sachs & Co. LLC)
• Legal opinion and consent from Cleary Gottlieb included, supporting registration mechanics

Negative

• No offering size, price range, or proceeds disclosed, preventing assessment of dilution or capital impact
• Selling stockholders are unnamed in the filing text, so potential insider or block sales cannot be quantified

Insights

Capital Markets Counsel

TL;DR: A formal underwriting arrangement was filed with counsel's opinion and consent; key economic terms are not disclosed.

The filing documents an underwriting agreement dated September 3, 2025 naming Goldman Sachs & Co. LLC as underwriter and references selling stockholders in a schedule. Including a law firm opinion and consent is routine for registered offerings and supports registration mechanics.

Because the notice lists parties and counsel but omits offering size, price range, prospectus details, and selling securityholder identities, material economic effects cannot be assessed from the filing alone; those items are typically in the registration statement or pricing disclosure.

Corporate Finance Analyst

TL;DR: The 8-K signals a securities transaction process but provides no financial metrics to quantify investor impact.

An underwriting agreement coupled with counsel opinion usually precedes an equity or secondary offering and may affect share count or free float depending on size. The presence of selling stockholders implies at least some shares will be sold by insiders or holders rather than only newly issued shares.

Absent disclosed offering size, price, or schedule details, estimate-free implications remain speculative; monitor subsequent filings for the registration statement, prospectus supplement, or final pricing to evaluate dilution, proceeds, or insider selling within days to weeks.

Sotera Health Co false 0001822479 0001822479 2025-09-03 2025-09-03

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): September 3, 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 September 3, 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 20,000,000 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 $15.111 per share, subject to and upon the terms and conditions set forth therein. On September 5, 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 September 3, 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: September 5, 2025				By:		/s/ Jonathan M. Lyons
						Jonathan M. Lyons
						Senior Vice President and Chief Financial Officer

FAQ

What did Sotera Health (SHC) disclose in its 8-K?

The 8-K discloses an underwriting agreement dated September 3, 2025 naming Goldman Sachs & Co. LLC as underwriter, a legal opinion and consent from Cleary Gottlieb, and an embedded Cover Page XBRL file.

Does the filing state how many shares will be offered by Sotera Health (SHC)?

No. The filing does not provide offering size, pricing, or the number of shares to be sold.

Who signed the 8-K for Sotera Health (SHC)?

The 8-K is signed by Jonathan M. Lyons, Senior Vice President and Chief Financial Officer, dated September 5, 2025.

Does the filing identify the selling stockholders for SHC?

The filing references selling stockholders as named in Schedule 2, but the current text does not list their identities or share counts.

What documents accompany the underwriting agreement in the 8-K?

An opinion and consent from Cleary Gottlieb Steen & Hamilton LLP and a Cover Page interactive XBRL file are included.