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GTCR funds exit 12.7M Sotera Health (SHC) shares in offering

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

Rhea-AI Filing Summary

Sotera Health Co disclosed that investment funds affiliated with GTCR sold 12,735,301 shares of Common Stock in an underwritten public secondary offering at $15.168 per share. These shares were held indirectly through GTCR XI funds and related entities.

Following this transaction, the reporting GTCR entities report zero shares of Sotera Health Common Stock held. The GTCR entities are described as directors-by-deputization for Section 16 purposes, and individual members of the GTCR board of managers disclaim beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • GTCR-affiliated funds sold 12,735,301 shares of Sotera Health Common Stock in a single underwritten public secondary offering at $15.168 per share, and the reporting GTCR entities now report zero shares held, indicating a complete exit of this large shareholder position.

Insights

GTCR-affiliated funds completed a full secondary sale of their Sotera Health stake.

Investment funds affiliated with GTCR sold 12,735,301 shares of Sotera Health Common Stock in an underwritten public secondary offering at $15.168 per share. The sale was reported as an indirect disposition by several GTCR XI funds and their general partners.

After the sale, the reporting GTCR entities show 0 shares held, indicating a complete exit of the position visible in this filing. The footnotes clarify a complex ownership structure and that individual GTCR board members generally disclaim beneficial ownership other than any pecuniary interest.

The transactionSummary shows a net-sell of 12,735,301 shares with no remaining derivative positions in the derivativeSummary. Subsequent company filings may provide additional context on how this change in the shareholder base relates to overall share float and ownership structure.

Insider GTCR INVESTMENT XI LLC, GTCR FUND XI/A LP, GTCR FUND XI/C LP, GTCR CO-INVEST XI LP, GTCR PARTNERS XI/A&C LP
Role null | null | null | null | null
Sold 12,735,301 shs ($193.17M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value per share ("Common Stock") 12,735,301 $15.168 $193.17M
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, GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together with Fund XI/A and Fund XI/C, the "GTCR XI Funds"), sold a total of 12,735,301 shares of Common Stock of Sotera Health Company in an underwritten public secondary offering. GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI" and together with the GTCR XI Funds and Partners XI/A&C, the "GTCR Entities"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock. Each of Partners XI/A&C, Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity.
Shares sold 12,735,301 shares Common Stock sold by GTCR XI funds in secondary offering
Sale price $15.168 per share Price for Sotera Health Common Stock in reported sale
Net shares sold 12,735,301 shares transactionSummary netBuySellShares (net-sell)
Shares held after 0 shares total_shares_following_transaction for the reporting entities
underwritten public secondary offering financial
"sold a total of 12,735,301 shares of Common Stock ... in an underwritten public secondary offering."
beneficial ownership financial
"may be deemed to share beneficial ownership of the shares of Common Stock held of record"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
director-by-deputization regulatory
"Each of the reporting persons is a director-by-deputization solely for purposes of Section 16"
Section 16 of the Exchange Act regulatory
"director-by-deputization solely for purposes of Section 16 of the Exchange Act."
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."
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*
GTCR INVESTMENT XI LLC
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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")05/13/2026S12,735,301(1)D$15.1680ISee Footnote(2)(3)(4)
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*
GTCR INVESTMENT XI LLC
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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*
GTCR FUND XI/A LP
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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*
GTCR FUND XI/C LP
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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*
GTCR CO-INVEST XI LP
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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*
GTCR PARTNERS XI/A&C LP
(Last)(First)(Middle)
300 NORTH LASALLE STREET, SUITE 5600
(Street)
CHICAGO ILLINOIS 60654
(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, GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together with Fund XI/A and Fund XI/C, the "GTCR XI Funds"), sold a total of 12,735,301 shares of Common Stock of Sotera Health Company in an underwritten public secondary offering.
2. GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI" and together with the GTCR XI Funds and Partners XI/A&C, the "GTCR Entities"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock.
3. Each of Partners XI/A&C, Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein.
4. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity.
/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP05/15/2026
/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/C LP05/15/2026
/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP05/15/2026
/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP05/15/2026
/s/ Jeffrey Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC05/15/2026
** 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 GTCR funds sell?

The GTCR-affiliated funds sold a total of 12,735,301 shares of Sotera Health Common Stock. The sale occurred in an underwritten public secondary offering and represents the entire position reported by these GTCR entities in this filing.

At what price were Sotera Health (SHC) shares sold by the GTCR funds?

The reported transaction price was $15.168 per share of Sotera Health Common Stock. This price applies to the 12,735,301 shares sold in the underwritten public secondary offering disclosed in the Form 4 filing.

Do GTCR entities still hold any Sotera Health (SHC) shares after this sale?

Following the transaction, the reporting GTCR entities show 0 shares of Sotera Health Common Stock held. The Form 4 indicates that their reported ownership position was fully disposed of in this secondary offering transaction.

Who actually sold the Sotera Health (SHC) shares in this Form 4?

The sale was made by GTCR Fund XI/A LP, GTCR Fund XI/C LP, and GTCR Co-Invest XI LP. These GTCR XI funds are affiliated entities, with related general partners and managers also listed as reporting persons in the Form 4 filing.

What type of transaction did the GTCR funds use to sell Sotera Health (SHC) shares?

The GTCR XI funds completed an underwritten public secondary offering of Sotera Health Common Stock. The Form 4 classifies this as a sale of non-derivative Common Stock, rather than a derivative exercise or restructuring transaction.

How is beneficial ownership described for GTCR entities in the Sotera Health (SHC) filing?

The filing states that certain GTCR entities may be deemed to share beneficial ownership of shares held by the GTCR XI funds. Individual GTCR board members generally disclaim beneficial ownership except to the extent of any pecuniary interest.