Warburg Pincus trims Sotera Health (SHC) stake with 15M-share secondary sale

Rhea-AI Filing Summary

Sotera Health Co disclosed that investment funds affiliated with Warburg Pincus 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. After this transaction, the Warburg Pincus entities continue to indirectly hold a total of 19,102,952 shares through Bull Holdco L.P. and Bull Co-Invest L.P.

Insights

Equity capital markets analyst

Large private equity holder sold 15M Sotera Health shares but retains a sizable remaining stake.

Investment funds affiliated with Warburg Pincus, a significant shareholder in Sotera Health Co, executed an open-market style transaction via an underwritten public secondary offering, selling 15,000,000 common shares at $15.27 per share on March 6, 2026.

The sale reflects a substantial reduction but not an exit, as the Warburg Pincus entities still indirectly own 19,102,952 shares through Bull Holdco L.P. and Bull Co-Invest L.P. The filing notes complex fund and general partner structures and includes standard disclaimers that each entity only reports its pecuniary interest.

This appears to be a sponsor sell-down through a public secondary rather than a new primary issuance by Sotera Health. Actual market impact depends on overall share count and investor demand for the block; those details are not provided in this excerpt.

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

(Street)

NEW YORK 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

(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 (Bermuda) Private Equity GP Ltd.

(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 (Cayman) XI, 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 LLC

(Last) (First) (Middle)

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 GP 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^*

Warburg Pincus Partners II (Cayman), 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-C, 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-C, 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)

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 (iii) 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 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 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.
* 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.
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FAQ

What did Warburg Pincus report in this Sotera Health (SHC) Form 4?

Warburg Pincus-affiliated entities reported selling 15,000,000 shares of Sotera Health common stock in an underwritten public secondary offering at $15.27 per share. The transaction was dated March 6, 2026 and involved non-derivative common shares.

How many Sotera Health (SHC) shares did Warburg Pincus sell and at what price?

Warburg Pincus entities sold 15,000,000 shares of Sotera Health common stock at $15.27 per share. The sale occurred on March 6, 2026 and was structured as an underwritten public secondary offering rather than a primary issuance by Sotera Health.

Does Warburg Pincus still hold Sotera Health (SHC) shares after this transaction?

Yes. After the 15,000,000-share sale, Warburg Pincus entities indirectly hold 19,102,952 shares of Sotera Health. These remaining shares are held through Bull Holdco L.P. and Bull Co-Invest L.P., according to the detailed ownership footnotes in the filing.

What type of transaction was reported for Sotera Health (SHC) in this Form 4?

The filing reports an open-market style disposition coded as “S,” described as a sale in an underwritten public secondary offering. It involves non-derivative common stock, not options or other derivatives, and was executed by Warburg Pincus-affiliated investment entities.

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

The reporting persons include multiple Warburg Pincus entities such as Warburg Pincus & Co., Warburg Pincus LLC, and several related funds and general partners. They are treated as directors-by-deputization and ten-percent owners for Section 16 reporting purposes.

How is ownership structured for Warburg Pincus in Sotera Health (SHC)?

Ownership is held indirectly through entities including Bull Holdco L.P. and Bull Co-Invest L.P., with various Warburg Pincus funds and general partners layered above them. Each Warburg Pincus entity disclaims beneficial ownership beyond its pecuniary interest in the Sotera Health shares.