Sotera Health (SHC) GTCR XI Funds disclose 6.48M share sale

Rhea-AI Filing Summary

Sotera Health Company’s major shareholder group, the GTCR XI Funds, reported a large stock sale. On December 3, 2025, these funds sold 6,480,000 shares of Sotera Health common stock at a price of $16.33 per share. The transaction was reported on a joint Form 4 filing by multiple GTCR-related entities, which are listed as both directors by deputization and 10% owners.

After this sale, the GTCR XI Funds reported beneficial ownership of 22,735,301 shares in total. This consists of 18,044,507 shares held by GTCR Fund XI/A LP, 4,546,174 shares held by GTCR Fund XI/C LP, and 144,620 shares held by GTCR Co-Invest XI LP. The filing notes that GTCR’s management entities and their board of managers may be deemed to share beneficial ownership, while individual managers disclaim beneficial ownership except for their economic interests.

SEC Form 4

FORM 4

UNITED 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
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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 IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share ("Common Stock")	12/03/2025		S		6,480,000(1)	D	$16.33	22,735,301(2)	I	See Footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% 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 IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% 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 IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% 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 IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% 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 IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 3, 2025, the GTCR XI Funds (as defined below) sold a total of 6,480,000 shares of Common Stock of Sotera Health Company (the "Issuer").

2. Following the sale, consists of (i) 18,044,507 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 4,546,174 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 144,620 shares of Common Stock held directly by 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").

3. 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.

4. Each of GTCR Partners XI/A&C, GTCR 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.

5. 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 LP	12/05/2025
	/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 LP	12/05/2025
	/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP	12/05/2025
	/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP	12/05/2025
	/s/ Jeffrey Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC	12/05/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Sotera Health (SHC) report in this Form 4?

The filing reports that the GTCR XI Funds sold 6,480,000 shares of Sotera Health common stock on December 3, 2025 at a price of $16.33 per share.

Who are the reporting persons in this Sotera Health (SHC) Form 4?

The reporting persons are GTCR-related entities, including the GTCR XI Funds, their general partners GTCR Partners XI/A&C LP and GTCR Investment XI LLC, and the GTCR Board of Managers, which acts as manager of GTCR Investment XI.

How many Sotera Health (SHC) shares do the GTCR XI Funds report owning after the sale?

Following the reported sale, the GTCR XI Funds report beneficial ownership of 22,735,301 shares of Sotera Health common stock across their investment vehicles.

How is the remaining Sotera Health (SHC) ownership split among the GTCR XI Funds?

After the sale, the filing states that 18,044,507 shares are held by GTCR Fund XI/A LP, 4,546,174 shares by GTCR Fund XI/C LP, and 144,620 shares by GTCR Co-Invest XI LP.

What is the reported relationship of the GTCR entities to Sotera Health (SHC)?

The GTCR entities are identified as both Directors (by deputization) and 10% Owners of Sotera Health for purposes of Section 16 of the Exchange Act.

Do GTCR individual managers claim direct ownership of Sotera Health (SHC) shares?

The filing states that each individual member of the GTCR Board of Managers disclaims beneficial ownership of the shares held by the GTCR XI Funds, except to the extent of his pecuniary interest.