GTCR XI funds cut Sotera Health (SHC) stake with 10M-share secondary sale

Rhea-AI Filing Summary

GTCR-affiliated funds associated with Sotera Health Co completed a large insider sale of Common Stock. On March 6, 2026, the GTCR XI Funds sold 10,000,000 shares of Sotera Health Common Stock in an underwritten public secondary offering at $15.27 per share.

After this transaction, the GTCR XI Funds collectively hold 12,735,301 shares, including 10,107,727 shares held by GTCR Fund XI/A LP, 2,546,564 shares held by GTCR Fund XI/C LP, and 81,010 shares held by GTCR Co-Invest XI LP. These holdings reflect a continued, but reduced, indirect ownership stake by the GTCR entities.

Insights

Equity ownership and governance analyst

Large GTCR secondary sale reduces its stake but leaves a sizable holding.

The GTCR XI Funds sold 10,000,000 shares of Sotera Health Common Stock at $15.27 per share in an underwritten public secondary offering on March 6, 2026. This is an open-market style disposition by a significant stockholder, not new share issuance by the company.

Following the sale, GTCR-related entities still hold 12,735,301 shares, split among GTCR Fund XI/A LP, GTCR Fund XI/C LP and GTCR Co-Invest XI LP. The filing notes that GTCR Partners XI/A&C LP and GTCR Investment XI LLC may be deemed to share beneficial ownership through their general partner roles, with individual board members disclaiming beneficial ownership beyond their pecuniary interests.

This pattern is typical of private equity sponsors gradually reducing exposure via public secondary offerings while retaining a meaningful position. Actual impact on Sotera Health’s share trading depends on market absorption of the secondary and any future disposition decisions by the GTCR entities, which are not detailed in this disclosure.

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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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^*

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)
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		10,000,000(1)	D	$15.27	12,735,301(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 March 6, 2026, the GTCR XI Funds (as defined below) sold a total of 10,000,000 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) 10,107,727 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 2,546,564 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 81,010 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	03/10/2026
	/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 LP	03/10/2026
	/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP	03/10/2026
	/s/ Jeffrey Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP	03/10/2026
	/s/ Jeffrey Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did GTCR entities report for Sotera Health (SHC)?

GTCR-affiliated funds reported selling 10,000,000 shares of Sotera Health Common Stock on March 6, 2026. The sale was executed as an underwritten public secondary offering at $15.27 per share, reflecting a significant reduction in their position while not involving new shares issued by Sotera.

At what price did the GTCR XI Funds sell Sotera Health (SHC) shares?

The GTCR XI Funds sold their Sotera Health Common Stock at $15.27 per share. This price applied to 10,000,000 shares sold in an underwritten public secondary offering on March 6, 2026, according to the Form 4 transaction details and related explanatory footnotes.

How many Sotera Health (SHC) shares do GTCR entities hold after this Form 4 sale?

After the sale, GTCR-affiliated funds collectively hold 12,735,301 Sotera Health shares. This includes 10,107,727 shares in GTCR Fund XI/A LP, 2,546,564 shares in GTCR Fund XI/C LP, and 81,010 shares in GTCR Co-Invest XI LP, as described in the ownership footnote.

Which GTCR funds sold Sotera Health (SHC) stock in the March 2026 transaction?

The Form 4 states that the GTCR XI Funds sold 10,000,000 Sotera Health shares. These funds include GTCR Fund XI/A LP, GTCR Fund XI/C LP and GTCR Co-Invest XI LP, with their general partner entities GTCR Partners XI/A&C LP and GTCR Investment XI LLC deemed to share beneficial ownership.

Was the Sotera Health (SHC) insider sale a primary or secondary offering?

The transaction was an underwritten public secondary offering. Shares were sold by the GTCR XI Funds, existing stockholders of Sotera Health, rather than newly issued by the company, meaning proceeds went to the selling funds rather than to Sotera Health itself.

Do individual GTCR board members personally own the Sotera Health (SHC) shares reported?

The filing notes that individual members of the GTCR Board of Managers disclaim beneficial ownership of Sotera shares held by the GTCR XI Funds, except for any pecuniary interest. Beneficial ownership is attributed to GTCR entities such as GTCR Partners XI/A&C LP and GTCR Investment XI LLC.