Every 8-K that Sotera Health Company (SHC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SHC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SHC filings page.
Sotera Health Company reported a governance change involving its Board of Directors. On August 11, 2026, James C. Neary notified the Board of his resignation as a Class I director, effective August 13, 2026. The company states that Mr. Neary’s resignation was not due to any disagreement with the company regarding its operations, policies or practices. In connection with this resignation, the Board set its size at eleven directors as of the effective date.
Sotera Health Company reported Q2 2026 net revenues of $321.4 million, up 9.2% year over year, with net income of $53.6 million or $0.19 per diluted share versus $8.0 million or $0.03 in Q2 2025. Adjusted EBITDA rose 10.0% to $165.7 million, delivering a 51.6% margin, and Adjusted EPS increased 30% to $0.26.
All three segments grew on a constant-currency basis, led by Nordion. For the first half of 2026, net revenues reached $601.4 million and net income $80.2 million. Sotera ended June 30, 2026 with $2.23 billion of total debt, $356.7 million of cash, a Net Leverage Ratio of 3.0x within its 2.0x–3.0x target range, and about $950 million of liquidity. A repriced term loan is expected to save approximately $3.5 million of annual interest. The company raised its 2026 outlook, guiding net revenues to $1.236–$1.254 billion, Adjusted EBITDA to $634–$643 million, Adjusted EPS to $0.95–$1.01, and capital expenditures to $200–$225 million.
Sotera Health Company reported the results of its 2026 annual meeting of stockholders held on May 21, 2026. Stockholders elected four Class III directors to three-year terms ending at the 2029 annual meeting and continuing until their successors are elected and qualified.
Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Sotera Health Company entered into Amendment No. 7 to its First Lien Credit Agreement, under which 2026 Refinancing Term Lenders will provide term loans to Sotera Health Holdings, LLC in an aggregate principal amount of $1,415,914,725.62. The amendment mainly reprices existing debt by reducing the interest rate spread by 0.25% across term loans under the facility.
The repriced term loans will bear interest at Adjusted Term SOFR plus 2.25%, with an option to elect Alternate Base Rate plus 1.25% or Adjusted Daily Simple SOFR plus 2.25%. The loans carry a 1.00% soft call premium for certain repricing transactions within six months of the amendment’s effective date, amortize at 1.00% per year, and mature on May 30, 2031.
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.
Sotera Health reported a strong Q1 2026 and announced a CEO transition. Net revenues rose to $280.0 million, up 10.0% year over year, and net income was $26.6 million or $0.09 per diluted share, compared with a prior-year loss. Adjusted EBITDA reached $134.7 million with a 48.1% margin, and Adjusted EPS increased to $0.18, up 29% per share.
The company reaffirmed its 2026 outlook, guiding net revenues of $1.233–$1.251 billion, Adjusted EBITDA of $632–$641 million, and Adjusted EPS of $0.93–$1.01, with capital expenditures of $175–$225 million. Segment results were led by Sterigenics and Nordion, while Nelson Labs was slightly down. As of March 31, 2026, Net Leverage Ratio was 3.2x with over $900 million in available liquidity.
The Board appointed Alton Shader as CEO and Class II director effective May 26, 2026. He will receive a $1.0 million base salary, a $6.0 million sign-on RSU grant, and 2026 equity awards including $3.25 million in time-based RSUs and $3.25 million in performance-based RSUs, plus an annual $100,000 commuting bonus and severance protection. Current CEO Michael B. Petras, Jr. will become Executive Chairman with a $900,000 salary and eligibility for $5.0 million in annual long-term incentives beginning in 2027.
Sotera Health Company announced a board transition. Constantine S. Mihas plans to resign as a Class I director effective March 16, 2026, and the company states his resignation is not due to any disagreement over operations, policies, or practices.
Effective the same date, the Board appointed Kenneth D. Krause as a Class I director. Krause is Executive Vice President and Chief Financial Officer of Rollins, Inc., with prior senior finance and strategy roles at MSA Safety. He will serve on Sotera Health’s Audit Committee and Litigation Committee, is deemed independent under Nasdaq rules, will enter into a customary indemnification agreement, and will receive standard non-employee director cash and restricted stock unit compensation under the company’s policy.
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 Company reported another year of growth in 2025 and issued its 2026 outlook. Full‑year 2025 net revenues rose 5.7% to $1.164 billion, with net income increasing to $78 million or $0.27 per diluted share. Adjusted EBITDA grew 8.2% to $594 million and Adjusted EPS reached $0.86.
Leverage improved as the Net Leverage Ratio fell to 3.2x with cash of $345 million and total debt of $2.2 billion. For 2026, the company targets net revenues of $1.233–$1.251 billion and Adjusted EBITDA of $632–$641 million. The filing also details a planned transition of General Counsel, with Alex Dimitrief retiring from the role and becoming an advisor while Erika Ostrowski is promoted to Senior Vice President and General Counsel effective April 1, 2026.
Sotera Health Company expanded its Board of Directors from eleven to twelve members and appointed Richard G. Kyle as a Class III director, effective February 4, 2026. He will serve on the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee.
Kyle is the former President and Chief Executive Officer of The Timken Company and continues to serve on Timken’s board, as well as the board of Sonoco Products Company. He has been deemed an independent director under Nasdaq rules and will receive standard non-employee director cash and restricted stock unit compensation under Sotera Health’s existing policy.
Sotera Health Company furnished an update with preliminary revenue results for full-year 2025. The company issued a press release on January 12, 2026 summarizing approximate revenue based on information available as of that date. These preliminary figures are still subject to completion of year-end closing procedures and audit by the independent registered public accounting firm, and the company notes that the approximation falls within the guidance provided at the time of its third quarter earnings release.
The update also notes that management is delivering a business update at the 44th Annual J.P. Morgan Healthcare Conference on January 12, 2026. A slide presentation and webcast link or replay can be accessed through the Investor Relations section of the company’s website. The information about preliminary results and the conference presentation is being furnished, not filed, and is not automatically incorporated into other securities law filings.
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.
Sotera Health (SHC) furnished an earnings press release for the quarter ended September 30, 2025 under Item 2.02. The company scheduled a conference call for November 4, 2025 at 9:00 a.m. Eastern Time to discuss results.
The press release is attached as Exhibit 99.1 and incorporated by reference; the information is furnished and not deemed filed under the Exchange Act.
Sotera Health Company filed an 8-K reporting Amendment No. 6, dated September 17, 2025, to its First Lien Credit Agreement originally dated December 13, 2019. The amendment is among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries, JPMorgan Chase Bank, N.A. as First Lien Administrative Agent, and the 2025 Refinancing Term Lenders. The filing indicates the cover page interactive data is embedded within the Inline XBRL document. The 8-K is dated September 18, 2025 and was signed by Jonathan M. Lyons, Senior Vice President and Chief Financial Officer. The document notifies investors of a material amendment to the company’s secured credit arrangements but does not disclose the amendment’s specific terms or financial impact.
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.
Sotera Health Company furnished a press release reporting its financial results for the quarter ended June 30, 2025 and scheduled a conference call at 9:00 a.m. Eastern Time to discuss those results. The press release is attached to the Form 8-K as Exhibit 99.1 and is incorporated by reference into the report.
The filing clarifies that the press release and related information are being furnished, not filed, and therefore are not subject to Section 18 liability. This Form 8-K does not include any financial figures or performance metrics; readers should consult the attached Exhibit 99.1 for the detailed results and disclosures.