Warburg Pincus entities cut Sotera Health (SHC) stake with 15M-share sale

Rhea-AI Filing Summary

Warburg Pincus–affiliated entities reported a major share sale in Sotera Health Co. On March 6, 2026, certain Warburg Pincus Entities sold 15,000,000 shares of Sotera Health common stock in an underwritten public secondary offering at $15.27 per share. After this transaction, Warburg Pincus–affiliated vehicles reported indirect holdings of 19,102,952 shares, consisting of 15,287,717 shares held by Bull Holdco L.P. and 3,815,235 shares held by Bull Co-Invest L.P. Each Warburg Pincus entity disclaims beneficial ownership beyond its pecuniary interest.

Insights

Institutional ownership analyst

Warburg Pincus entities executed a large secondary sale but retain a significant Sotera stake.

Certain Warburg Pincus Entities sold 15,000,000 shares of Sotera Health common stock on March 6, 2026 in an underwritten public secondary offering at $15.27 per share. This is a sizeable reduction by a major shareholder rather than new share issuance by the company.

Following the offering, the filing reports indirect holdings of 19,102,952 shares, split between Bull Holdco L.P. with 15,287,717 shares and Bull Co-Invest L.P. with 3,815,235 shares. The footnotes clarify a complex general partner structure and that each Warburg Pincus entity disclaims beneficial ownership beyond its pecuniary interest.

The transaction is a clear net sale event by a sponsor group but they remain substantial holders, which moderates the signal. As this is a secondary offering by existing holders, cash-flow effects for Sotera Health itself are not described here and would typically be minimal.

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
Estimated average burden
hours per response:			0.5

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 NY 10017

(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)
03/06/2026

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")	03/06/2026		S		15,000,000(1)	D	$15.27	19,102,952(2)	I	See Footnote(3)(4)(5)(6)

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^*

WARBURG PINCUS & CO.

(Last) (First) (Middle)

450 LEXINGTON AVENUE

NEW YORK

(Street)

NY NY 10017

(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^*

Bull Co-Invest L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(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^*

Warburg Pincus Private Equity XI, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

450 LEXINGTON AVENUE NY 10017

(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^*

Bull Holdco L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(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^*

Warburg Pincus Partners II, L.P.

(Last) (First) (Middle)

450 LEXINGTON AVENUE

C/O WARBURG PINCUS LLC

(Street)

NEW YORK NY 10017

(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^*

Warburg Pincus Private Equity XI-B, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

450 LEXINGTON AVENUE NY 10017

(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^*

Warburg Pincus XI Partners, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(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^*

Warburg Pincus XI, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

450 LEXINGTON AVENUE NY 10017

(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^*

WP Global LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(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^*

WP XI Partners, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

450 LEXINGTON AVENUE NY 10017

(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 March 6, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 15,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").

2. Following the Offering, consists of (i) 15,287,717 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (ii) 3,815,235 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest").

3. 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").

4. 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 collectively referred to herein as the "Warburg Pincus Entities."

5. 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.

6. 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 99.1	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Warburg Pincus entities do in this Sotera Health (SHC) Form 4?

Certain Warburg Pincus Entities sold 15,000,000 Sotera Health common shares in an underwritten public secondary offering at $15.27 per share. The transaction reflects a large sponsor exit move while the company itself did not issue new shares in this event.

At what price were Sotera Health (SHC) shares sold in the March 6, 2026 transaction?

The reported sale price was $15.27 per share for 15,000,000 Sotera Health common shares. This price applies to the underwritten public secondary offering executed by certain Warburg Pincus–affiliated entities on March 6, 2026, as disclosed in the Form 4.

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

After the secondary offering, the filing shows 19,102,952 Sotera Health shares indirectly held. This consists of 15,287,717 shares held by Bull Holdco L.P. and 3,815,235 shares held by Bull Co-Invest L.P., both identified in the Form 4 footnotes.

Who are Bull Holdco L.P. and Bull Co-Invest L.P. in relation to Sotera Health (SHC)?

Bull Holdco L.P. and Bull Co-Invest L.P. are Warburg Pincus–affiliated limited partnerships that hold Sotera Health shares. Following the offering, Bull Holdco holds 15,287,717 shares and Bull Co-Invest holds 3,815,235 shares, all reported as indirect ownership by the Warburg Pincus Entities.

Does the Sotera Health (SHC) Form 4 indicate Warburg Pincus fully exited its position?

No, the Form 4 shows a major sale but not a full exit. After selling 15,000,000 shares, Warburg Pincus–affiliated entities still report indirect ownership of 19,102,952 Sotera Health common shares through Bull Holdco L.P. and Bull Co-Invest L.P.

What does it mean that Warburg Pincus entities disclaim beneficial ownership in Sotera Health (SHC)?

The filing states each Warburg Pincus Entity disclaims beneficial ownership beyond its pecuniary interest. This means they report the structure and indirect holdings but do not concede full beneficial ownership of all shares except to the extent they economically benefit from them.