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.
Positive
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Negative
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock, $0.01 par value per share ("Common Stock") | 9,720,000 | $16.33 | $158.73M |
Footnotes (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"). 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"). 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"). 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." 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. 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.
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.
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.