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Warburg Pincus entities exit Sotera Health (SHC) with 19,102,952-share sale

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

Rhea-AI Filing Summary

Sotera Health Co disclosed that investment entities affiliated with Warburg Pincus sold 19,102,952 shares of Common Stock of Sotera Health in an underwritten public secondary offering on May 13, 2026 at $15.168 per share.

After this transaction, the reporting Warburg Pincus entities reported zero shares of Sotera Health common stock in this filing and describe themselves collectively as the Warburg Pincus Entities, which may hold pecuniary interests through a complex partnership structure.

Positive

  • None.

Negative

  • Major shareholder exit: Warburg Pincus entities, identified as ten-percent owners and directors-by-deputization, sold 19,102,952 Sotera Health shares in a secondary offering and reported zero shares afterward, removing a large institutional holder from the share register.

Insights

Large Warburg Pincus block sale fully exits reported Sotera position.

Entities affiliated with Warburg Pincus, a significant shareholder and Section 16 reporting group, sold 19,102,952 shares of Sotera Health common stock in an underwritten public secondary offering at $15.168 per share. The transaction is coded as an open-market or private sale.

Following the sale, the reporting entities show 0 shares of Sotera common stock, indicating a complete exit of the position visible in this filing. The footnotes describe a complex network of limited partnerships and LLCs and state that each Warburg Pincus entity disclaims beneficial ownership beyond its pecuniary interest.

This represents a major change in Sotera’s shareholder base, as a ten-percent owner and director-by-deputization group has sold its stake through a marketed offering. Actual market impact depends on how the large block is absorbed by public investors in the secondary transaction.

Insider WARBURG PINCUS & CO., Warburg Pincus (Bermuda) Private Equity GP Ltd., Warburg Pincus (Cayman) XI, L.P., WARBURG PINCUS LLC, Warburg Pincus Partners GP LLC, Warburg Pincus Partners II (Cayman), L.P., Warburg Pincus Private Equity XI-C, L.P., Warburg Pincus XI-C, LLC
Role null | null | null | null | null | null | null | null
Sold 19,102,952 shs ($289.75M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value per share ("Common Stock") 19,102,952 $15.168 $289.75M
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 0 shares (Indirect, See Footnote)
Footnotes (1)
  1. On May 13, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 19,102,952 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering"). 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 L.P. ("Bull Co-Invest"), Bull Holdco L.P. ("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.
Shares sold 19,102,952 shares Common Stock sold by Warburg Pincus entities
Sale price per share $15.168 per share Price for Sotera Health Common Stock in offering
Post-transaction holdings 0 shares Total shares following transaction for reporting entities
Transaction date May 13, 2026 Date of underwritten public secondary offering
Transaction code S Sale in open market or private transaction
underwritten public secondary offering financial
"sold a total of 19,102,952 shares of Common Stock ... in an underwritten public secondary offering"
directors-by-deputization regulatory
"are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act"
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of its pecuniary interest in such shares"
Section 16 regulatory
"directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Sotera Health Co [ SHC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share ("Common Stock")05/13/2026S19,102,952(1)D$15.1680ISee Footnote(2)(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
WARBURG PINCUS & CO.
(Last)(First)(Middle)
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On May 13, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 19,102,952 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
2. 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").
3. The WP XI Funds, Bull Co-Invest L.P. ("Bull Co-Invest"), Bull Holdco L.P. ("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."
4. 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.
5. 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 99.105/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Warburg Pincus entities do in the latest Sotera Health (SHC) Form 4?

Warburg Pincus-affiliated entities reported selling 19,102,952 shares of Sotera Health common stock. The sale occurred in an underwritten public secondary offering and represents a complete exit of the position they reported, leaving them with zero shares in this filing.

How many Sotera Health (SHC) shares were sold by Warburg Pincus and at what price?

Warburg Pincus-related entities sold 19,102,952 shares of Sotera Health common stock at $15.168 per share. This large block was sold through an underwritten public secondary offering rather than small open-market trades, concentrating the transaction into a single event.

Do Warburg Pincus entities still own Sotera Health (SHC) shares after this transaction?

After the reported transaction, the Warburg Pincus entities show total shares following the transaction as 0. The footnotes state each entity disclaims beneficial ownership beyond any pecuniary interest, but the filing itself lists no remaining Sotera Health common stock holdings.

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

The filing reports an underwritten public secondary offering of Sotera Health common stock by Warburg Pincus entities. The transaction is coded as an open-market or private sale and involves a non-derivative disposition of existing shares, not an exercise or grant of new securities.

Who are the Warburg Pincus Entities mentioned in the Sotera Health (SHC) Form 4?

The Warburg Pincus Entities comprise multiple funds and general partners, including WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, and several Cayman and Bermuda partnerships. They are described as directors-by-deputization and disclaim beneficial ownership beyond their pecuniary interests.