Sotera Health (SHC) insider group Warburg Pincus sells 9.7M shares of stock

Rhea-AI Filing Summary

Sotera Health Company’s major shareholder group affiliated with Warburg Pincus reported a large insider sale of common stock. On December 3, 2025, certain Warburg Pincus entities sold 9,720,000 shares of Sotera Health common stock in a transaction executed under Rule 144 at a price of $16.33 per share.

After this sale, the reporting entities still beneficially own 34,102,952 shares of Sotera Health, held indirectly through Bull Holdco L.P. with 27,291,923 shares and Bull Co-Invest L.P. with 6,811,029 shares. The various Warburg Pincus funds and affiliates report their interest as directors-by-deputization for Section 16 purposes and each disclaims beneficial ownership beyond its economic interest.

Insights

Equity ownership and insider-transactions analyst

Large Rule 144 sale by Warburg Pincus reduces, but does not exit, its Sotera Health stake.

Certain entities affiliated with Warburg Pincus, identified as directors and 10% owners of Sotera Health, reported selling 9,720,000 shares of common stock on December 3, 2025. The sale was executed under Rule 144 at a price of $16.33 per share, indicating a sizable secondary-market disposition by a long-time sponsor.

Even after this transaction, the group continues to report beneficial ownership of 34,102,952 shares, held indirectly through Bull Holdco L.P. with 27,291,923 shares and Bull Co-Invest L.P. with 6,811,029 shares. The filing explains a multilayer structure of funds and general partners and notes that each Warburg Pincus entity disclaims beneficial ownership beyond its pecuniary interest, framing this as a partial liquidity event rather than a complete exit.

The entities are described as directors-by-deputization solely for Section 16 purposes, which clarifies why multiple affiliated vehicles appear as reporting persons. Future ownership updates will depend on any additional transactions these entities choose to report in subsequent Section 16 filings.

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)
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		9,720,000(1)	D	$16.33	34,102,952(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 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 (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 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)

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 (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 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)

Explanation of Responses:

1. On December 3, 2025, certain of the Warburg Pincus Entities (as defined below) sold a total of 9,720,000 shares of Common Stock of Sotera Health Company (the "Issuer") pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Sale").

2. Following the Sale, consists of (i) 27,291,923 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (ii) 6,811,029 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	12/05/2025
	** 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.

FAQ

What insider transaction involving Sotera Health (SHC) did the Warburg Pincus entities report?

The reporting entities affiliated with Warburg Pincus disclosed that on December 3, 2025, they sold a total of 9,720,000 shares of Sotera Health common stock in a Rule 144 transaction.

At what price did the Warburg Pincus entities sell Sotera Health (SHC) shares?

The filing states that the 9,720,000 Sotera Health common shares were sold at a price of $16.33 per share.

How many Sotera Health (SHC) shares do the Warburg Pincus entities still beneficially own after the sale?

After the reported sale, the Warburg Pincus entities continue to beneficially own 34,102,952 shares of Sotera Health common stock.

Which entities hold the remaining Sotera Health (SHC) shares for the Warburg Pincus group?

The remaining beneficial ownership is held through Bull Holdco L.P. with 27,291,923 shares and Bull Co-Invest L.P. with 6,811,029 shares of Sotera Health common stock.

Under what rule were the Sotera Health (SHC) shares sold by the Warburg Pincus entities?

The 9,720,000 shares of Sotera Health common stock were sold pursuant to Rule 144 under the Securities Act of 1933.

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

The Warburg Pincus entities are identified as both directors and 10% owners of Sotera Health and are described as directors-by-deputization solely for Section 16 purposes.

Do the Warburg Pincus entities claim full beneficial ownership of all reported Sotera Health (SHC) shares?

No. Each Warburg Pincus entity disclaims beneficial ownership of Sotera Health common stock except to the extent of its pecuniary interest in those shares.