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Form 4: GTCR still holds 29,215,301 SHC shares after sale

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

Rhea-AI Filing Summary

Sotera Health (SHC): Insider Form 4 reports large sponsor sale. On 11/10/2025, the GTCR XI Funds sold 12,000,000 shares of Sotera Health common stock in an underwritten public secondary offering at $15.651 per share (transaction code S). Following the sale, the reporting persons beneficially owned 29,215,301 shares indirectly. The filing identifies the reporters as both a Director and a 10% Owner.

The remaining indirect holdings comprise 23,187,541 shares held by GTCR Fund XI/A LP, 5,841,921 by GTCR Fund XI/C LP, and 185,839 by GTCR Co-Invest XI LP, as described in the footnotes. Governance and control details are provided for the GTCR entities and their board of managers.

Positive

  • None.

Negative

  • None.

Insights

Large sponsor secondary; GTCR remains a major holder.

The filing records a secondary sale by the GTCR XI Funds of 12,000,000 SHC shares at $15.651 on 11/10/2025, reported with code S. This is a selling stockholder transaction executed as an underwritten offering, indicating shares were placed into the public float through intermediaries.

After the sale, the reporters still show 29,215,301 shares beneficially owned indirectly, broken out across the specified GTCR funds. The document outlines shared control mechanics among GTCR entities. Actual market impact depends on placement terms and holder decisions; the filing does not discuss issuer proceeds.

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 Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Sold 12,000,000 shs ($187.81M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value per share ("Common Stock") 12,000,000 $15.651 $187.81M
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 29,215,301 shares (Indirect, See Footnote)
Footnotes (1)
  1. On November 10, 2025, the GTCR XI Funds (as defined below) sold a total of 12,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering"). Following the Offering, consists of (i) 23,187,541 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 5,841,921 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 185,839 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"). 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 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
11/10/2025
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") 11/10/2025 S 12,000,000(1) D $15.651 29,215,301(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 November 10, 2025, the GTCR XI Funds (as defined below) sold a total of 12,000,000 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) 23,187,541 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 5,841,921 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 185,839 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/ Jeffery 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 11/12/2025
/s/ Jeffery 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 11/12/2025
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP 11/12/2025
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP 11/12/2025
/s/ Jeffery Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC 11/12/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the GTCR XI Funds report in SHC’s Form 4?

They sold 12,000,000 shares of Sotera Health common stock in an underwritten public secondary offering on 11/10/2025.

At what price were the SHC shares sold by the GTCR XI Funds?

The reported sale price was $15.651 per share.

How many SHC shares do the reporting persons beneficially own after the sale?

They report 29,215,301 shares beneficially owned indirectly following the transaction.

How are the remaining SHC shares allocated among GTCR entities?

As disclosed: 23,187,541 (GTCR Fund XI/A LP), 5,841,921 (GTCR Fund XI/C LP), and 185,839 (GTCR Co-Invest XI LP).

What roles do the reporting persons have relative to SHC?

The filing indicates status as both Director and 10% Owner.

What transaction code appears in the SHC Form 4?

Transaction code S, indicating an open-market or private sale of non-derivative securities.