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GTCR Reduces Stake in Sotera Health, Retains 41.2M Shares

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

Rhea-AI Filing Summary

Sotera Health Co. reporting persons affiliated with GTCR disclosed a sale of 8,000,000 shares of Sotera common stock on 09/05/2025 in an underwritten secondary offering at a price of $15.111 per share. After the sale, the GTCR XI Funds collectively beneficially own 41,215,301 shares, held across Fund XI/A, Fund XI/C and Co-Invest XI. The filing explains the ownership and control relationships among the GTCR entities and states that the reporting persons are directors-by-deputization solely for Section 16 purposes.

Positive

  • Transparency: The filing provides clear disclosure of the secondary offering and detailed ownership connections among GTCR entities.
  • Substantial retained stake: GTCR entities continue to beneficially own 41,215,301 shares after the sale, demonstrating ongoing material exposure to Sotera.

Negative

  • Large disposition: GTCR sold 8,000,000 shares, a material reduction in their holdings through a secondary offering.
  • Potential market impact: The sizeable block sale could pressure trading liquidity or sentiment around SHC near the offering date.

Insights

TL;DR: GTCR sold 8.0M SHC shares via a secondary offering at $15.111, leaving >41.2M shares beneficially owned across its funds.

The transaction is a portfolio exit via an underwritten secondary offering rather than a company-led issuance, so it does not dilute existing SHC shares. The price and size indicate a significant liquidity event for GTCR investors. Remaining GTCR-held shares still represent a substantial position, preserving potential alignment with issuer performance.

TL;DR: Disclosure details ownership chains and confirms no single GTCR manager has sole voting or dispositive power.

The Form 4 cleanly documents relationships among GTCR Investment XI LLC, its funds and partners and provides customary disclaimers of beneficial ownership by individual managers except to the extent of pecuniary interest. Filing signatures are provided by counsel, supporting compliance with Section 16 reporting rules.

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 8,000,000 shs ($120.89M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value per share ("Common Stock") 8,000,000 $15.111 $120.89M
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 41,215,301 shares (Indirect, See Footnote)
Footnotes (5)
  1. F1. On September 5, 2025, the GTCR XI Funds (as defined below) sold a total of 8,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
  2. F2. Following the Offering, consists of (i) 32,711,677 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 8,241,453 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 262,171 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. F3. 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. F4. 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. F5. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transaction did GTCR report for Sotera Health (SHC)?
GTCR reported a sale of 8,000,000 shares of SHC on 09/05/2025 in an underwritten secondary offering at $15.111 per share.

How many Sotera shares do GTCR entities own after the sale?
Following the offering, the GTCR XI Funds beneficially own a total of 41,215,301 shares across Fund XI/A, Fund XI/C and Co-Invest XI.

Was this a company-issued offering or a secondary offering by holders?
The filing states it was an underwritten public secondary offering by the GTCR XI Funds, indicating shares were sold by holders rather than newly issued by the company.

Who signed the Form 4 and when?
The Form 4 was signed by Jeffery Wright as Chief Legal Officer of GTCR Investment XI LLC on 09/09/2025.

Do any individual managers have sole voting or dispositive authority over the shares?
The filing states no single person has voting or dispositive authority over the shares; individual board members disclaim beneficial ownership except for pecuniary interest.
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)
09/05/2025
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") 09/05/2025 S 8,000,000(1) D $15.111 41,215,301(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 September 5, 2025, the GTCR XI Funds (as defined below) sold a total of 8,000,000 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) 32,711,677 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 8,241,453 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 262,171 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 09/09/2025
/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 09/09/2025
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP 09/09/2025
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP 09/09/2025
/s/ Jeffery Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC 09/09/2025
** 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