[Form 4] Sotera Health Company Insider Trading Activity
Rhea-AI Filing Summary
Warburg Pincus entities reported a secondary offering sale of Sotera Health Company (SHC) common stock. On 09/05/2025 the reporting group sold 12,000,000 shares of SHC at $15.111 per share in an underwritten public secondary offering, according to this Form 4.
After the transaction, the Warburg Pincus-related holders beneficially own 61,822,952 shares in the aggregate, comprised of 49,475,694 shares held by Bull Holdco L.P. and 12,347,258 shares held by Bull Co-Invest L.P. Multiple Warburg Pincus entities are listed as reporting persons and disclaim beneficial ownership except to the extent of their pecuniary interest. The filing is one of two reports relating to the same transactions.
Positive
- None.
Negative
- None.
Insights
TL;DR: Large secondary sale by Warburg Pincus — 12,000,000 SHC shares sold at $15.111 on 09/05/2025.
The Form 4 documents a material disposition of existing shares via an underwritten secondary offering rather than issuance of new shares. The sale reduces Warburg Pincus' aggregate economic exposure but the report notes collective beneficial ownership of 61,822,952 shares remains across related entities. This disclosure provides clarity on insider selling and ownership structure but does not provide company operational metrics or reasons for the sale.
TL;DR: Clean Section 16 reporting across multiple affiliated entities with standard disclaimers.
The filing lists numerous affiliated Warburg Pincus entities and includes the customary disclaimers that each entity disclaims beneficial ownership except for pecuniary interest. The report identifies the filing as part two of two, indicating coordinated reporting across entities. Documentation appears to follow Section 16 requirements for reporting dispositions by 10% owners and directors-by-deputization.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock, $0.01 par value per share ("Common Stock") | 12,000,000 | $15.111 | $181.33M |
Footnotes (1)
- On September 5, 2025, certain of the Warburg Pincus Entities (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) 49,475,694 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (iii) 12,347,258 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.
