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[Form 4] Sotera Health Co Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Sotera Health Co large shareholder entities affiliated with Warburg Pincus reported a major disposition of Common Stock. On May 13, 2026, certain Warburg Pincus Entities sold 19,102,952 shares of Sotera Health common stock in an underwritten public secondary offering. The reported indirect holdings for this line item fell to 0 shares following the transaction, and the entities disclaim beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Warburg Pincus entities completed a full reported exit from this Sotera Health stake via a large secondary sale.

Entities associated with Warburg Pincus, previously reported as ten percent owners, sold 19,102,952 shares of Sotera Health Co common stock on May 13, 2026 in an underwritten public secondary offering. The transaction is coded as an open-market or private sale and reflects a substantial liquidity event for these sponsors.

After the sale, this reported indirect position shows 0 shares remaining, indicating a full disposition for this particular line. The filing notes complex fund and general-partner relationships among the Warburg Pincus Entities and states that each disclaims beneficial ownership beyond its pecuniary interest. Subsequent company filings may provide additional context on any remaining sponsor exposure through other structures.

Insider WARBURG PINCUS & CO., Bull Co-Invest L.P., Warburg Pincus Private Equity XI, L.P., Bull Holdco L.P., Warburg Pincus Partners II, L.P., Warburg Pincus Private Equity XI-B, L.P., Warburg Pincus XI Partners, L.P., Warburg Pincus XI, L.P., WP Global LLC, WP XI Partners, L.P.
Role null | null | null | null | null | null | null | null | null | null
Sold 19,102,952 shs ($289.75M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value per share ("Common Stock") 19,102,952 $15.168 $289.75M
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 0 shares (Indirect, See Footnote)
Footnotes (1)
  1. On May 13, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 19,102,952 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering"). Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI GP"), is the general partner of each of (i) Warburg Pincus Private Equity XI, L.P. ("WP XI"), (ii) Warburg Pincus Private Equity XI-B, L.P. ("WP XI-B"), (iii) WP XI Partners, L.P. ("WP XI Partners") and (iv) Warburg Pincus XI Partners, L.P. ("Warburg Pincus XI Partners"). WP Global LLC ("WP Global"), is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II"), is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC"), is the general partner of WPP II. Warburg Pincus & Co. ("WP"), is the managing member of WPP GP LLC. Warburg Pincus (Cayman) XI, L.P. ("WP XI Cayman GP"), is the general partner of Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C" and, together with WP XI, WP XI-B, WP XI Partners and Warburg Pincus XI Partners, the "WP XI Funds"). The WP XI Funds, Bull Co-Invest L.P. ("Bull Co-Invest"), Bull Holdco L.P. ("Bull Holdco"), WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities. Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock, if any. The WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity. Warburg Pincus XI-C, LLC ("WP XI-C LLC"), is the general partner of WP XI Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman"), is the managing member of WP XI-C LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP"), is the general partner of WPP II Cayman. WP Bull Manager LLC ("WP Bull Manager"), is the general partner of Bull Co-Invest. WP is managing member of WP Bull Manager. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP XI Funds. The WP XI Funds share limited partnership ownership in Bull Holdco on a pro rata basis in accordance with their respective numbers of Contributed Shares.
Shares sold 19,102,952 shares Common Stock sold on May 13, 2026 in underwritten public secondary offering
Sale price $15.168 per share Price for Common Stock sold on May 13, 2026
Shares after transaction 0 shares Common Stock reported following the May 13, 2026 sale
Sell transactions 1 transaction Number of reported sale transactions in this Form 4
Net share change -19,102,952 shares Net buy/sell direction reported as net-sell
underwritten public secondary offering financial
"sold a total of 19,102,952 shares of Common Stock ... in an underwritten public secondary offering"
ten percent owner regulatory
"each reporting person is indicated as a ten percent owner of Sotera Health Co"
directors-by-deputization regulatory
"are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934"
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of its pecuniary interest in such shares"
Section 16 of the Securities Exchange Act of 1934 regulatory
"directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
WARBURG PINCUS & CO.
(Last)(First)(Middle)
450 LEXINGTON AVENUE
NEW YORK
(Street)
NY NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share ("Common Stock")05/13/2026S19,102,952(1)D$15.1680ISee Footnote(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
WARBURG PINCUS & CO.
(Last)(First)(Middle)
450 LEXINGTON AVENUE
NEW YORK
(Street)
NY NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bull Co-Invest L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity XI, L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bull Holdco L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus Partners II, L.P.
(Last)(First)(Middle)
450 LEXINGTON AVENUE
C/O WARBURG PINCUS LLC
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity XI-B, L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus XI Partners, L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus XI, L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
WP Global LLC
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
WP XI Partners, L.P.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On May 13, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 19,102,952 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
2. Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI GP"), is the general partner of each of (i) Warburg Pincus Private Equity XI, L.P. ("WP XI"), (ii) Warburg Pincus Private Equity XI-B, L.P. ("WP XI-B"), (iii) WP XI Partners, L.P. ("WP XI Partners") and (iv) Warburg Pincus XI Partners, L.P. ("Warburg Pincus XI Partners"). WP Global LLC ("WP Global"), is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II"), is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC"), is the general partner of WPP II. Warburg Pincus & Co. ("WP"), is the managing member of WPP GP LLC. Warburg Pincus (Cayman) XI, L.P. ("WP XI Cayman GP"), is the general partner of Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C" and, together with WP XI, WP XI-B, WP XI Partners and Warburg Pincus XI Partners, the "WP XI Funds").
3. The WP XI Funds, Bull Co-Invest L.P. ("Bull Co-Invest"), Bull Holdco L.P. ("Bull Holdco"), WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities.
4. Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock, if any. The WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.
5. Warburg Pincus XI-C, LLC ("WP XI-C LLC"), is the general partner of WP XI Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman"), is the managing member of WP XI-C LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP"), is the general partner of WPP II Cayman. WP Bull Manager LLC ("WP Bull Manager"), is the general partner of Bull Co-Invest. WP is managing member of WP Bull Manager. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP XI Funds. The WP XI Funds share limited partnership ownership in Bull Holdco on a pro rata basis in accordance with their respective numbers of Contributed Shares.
Remarks:
Form 1 of 2. Two reports are filed that relate to the same transactions. See Form 2 of 2 for additional reporting entities.
See Exhibit 99.105/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

How many Sotera Health (SHC) shares did the Warburg Pincus entities sell?

The Warburg Pincus Entities sold 19,102,952 shares of Sotera Health common stock. The sale occurred on May 13, 2026 as part of an underwritten public secondary offering led by these large shareholders.

What type of transaction did the Sotera Health (SHC) Form 4 report?

The Form 4 reports a sale transaction of common stock by Warburg Pincus-affiliated entities. It describes an underwritten public secondary offering, meaning existing shareholders sold shares rather than Sotera Health issuing new stock.

What price did Sotera Health (SHC) shares sell for in this transaction?

The Warburg Pincus Entities sold Sotera Health common stock at $15.168 per share. This per-share price applies to the 19,102,952 shares reported in the filing as sold in the underwritten public secondary offering.

How many Sotera Health (SHC) shares do the Warburg Pincus entities report holding after the sale?

Following the reported transaction, the filing shows 0 shares of Sotera Health common stock for this indirect holding line. The Warburg Pincus Entities also disclaim beneficial ownership except to the extent of any pecuniary interest.

Who are the Warburg Pincus Entities mentioned in the Sotera Health (SHC) Form 4?

The filing defines multiple related funds and entities, including WP XI Funds, Bull Co-Invest L.P., Bull Holdco L.P., WP Global LLC and others. Collectively these are called the Warburg Pincus Entities and are treated as directors-by-deputization for Section 16 purposes.

Do the Warburg Pincus entities fully control the Sotera Health (SHC) shares mentioned?

The filing states each Warburg Pincus Entity disclaims beneficial ownership of Sotera Health common stock except for any pecuniary interest. It also notes complex general partner and managing member relationships across the funds and related entities.