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Form 4: Warburg Pincus Reports 12,000,000 SHC-Share Sale at $15.111

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

Rhea-AI Filing Summary

Warburg Pincus entities disclosed a secondary sale of Sotera Health Company (SHC) shares. On 09/05/2025 certain Warburg Pincus Entities sold a total of 12,000,000 shares of SHC in an underwritten public secondary offering at a reported price of $15.111 per share. After the transaction the filing reports beneficial ownership of 61,822,952 shares held indirectly, consisting of 49,475,694 shares held by Bull Holdco L.P. and 12,347,258 shares held by Bull Co-Invest L.P. Multiple related Warburg Pincus entities are listed as reporting persons and disclaim beneficial ownership except to the extent of pecuniary interest. The filing notes this is 1 of 2 reports covering the same transactions.

Positive

  • Clear disclosure of the transaction date, number of shares sold, and per-share price
  • Detailed mapping of related Warburg Pincus entities and their relationships clarifies reporting responsibilities
  • Substantial retained stake after the sale: 61,822,952 shares held indirectly

Negative

  • Large secondary sale of 12,000,000 shares by Warburg Pincus Entities
  • Filing indicates multiple related entities which may complicate assessment of ultimate beneficial ownership

Insights

TL;DR: A major private-equity group executed a 12 million-share secondary sale, retaining a sizable indirect stake post-offering.

The Form 4 discloses a material secondary offering by multiple Warburg Pincus entities totaling 12,000,000 SHC shares at $15.111 per share. The report clarifies post-sale indirect holdings of 61,822,952 shares split between Bull Holdco and Bull Co-Invest, and details the complex ownership and GP/manager relationships among reporting entities. The filing is procedural and transparent: it documents the transaction size, price, and residual indirect holdings without providing rationale or market effect.

TL;DR: The filing shows coordinated sales by affiliated entities and extensive delegations of ownership among related partnerships and managers.

The filing enumerates multiple related Warburg Pincus entities as reporting persons and explains their interrelationships and limited beneficial ownership disclaimers. It confirms the sale occurred via an underwritten public secondary offering and that two separate Form 4 reports cover the transactions. From a governance perspective the disclosure satisfies Section 16 reporting requirements and clarifies which entities retain indirect economic interests.

Insider WARBURG PINCUS & CO., Warburg Pincus Private Equity XI, L.P., WP XI Partners, L.P., Warburg Pincus XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P., Bull Co-Invest L.P., Bull Holdco L.P., Warburg Pincus XI, L.P., WP Global LLC, Warburg Pincus Partners II, L.P.
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director
Sold 12,000,000 shs ($181.33M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value per share ("Common Stock") 12,000,000 $15.111 $181.33M
Holdings After Transaction: Common Stock, $0.01 par value per share ("Common Stock") — 61,822,952 shares (Indirect, See Footnote)
Footnotes (6)
  1. F1. 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").
  2. F2. 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 (ii) 12,347,258 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest").
  3. F3. 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. F4. 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. F5. 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. F6. 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.

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FAQ

What did Warburg Pincus report on Form 4 for Sotera Health (SHC)?
The filing reports that certain Warburg Pincus Entities sold 12,000,000 shares of SHC in an underwritten public secondary offering on 09/05/2025 at $15.111 per share.

How many SHC shares did the Warburg Pincus entities hold after the sale?
Following the offering the filing reports 61,822,952 shares beneficially owned indirectly, comprised of 49,475,694 shares by Bull Holdco L.P. and 12,347,258 shares by Bull Co-Invest L.P.

Was the transaction a primary or secondary offering?
The Form 4 explicitly states the sale was in an underwritten public secondary offering.

Did the filing disclose the relationships among reporting entities?
Yes. The filing details the general partner and managing member relationships among multiple Warburg Pincus entities and disclaims beneficial ownership except for pecuniary interest.

Is this filing complete or part of multiple reports?
The filing states this is Form 1 of 2 and that two reports relate to the same transactions; see Form 2 of 2 for additional reporting entities.
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
NEW YORK
(Street)
NY 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)
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 12,000,000(1) D $15.111 61,822,952(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
NEW YORK
(Street)
NY 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, L.P.
(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE 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*
WP XI Partners, L.P.
(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE 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 Partners, 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 Private Equity XI-B, L.P.
(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE 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*
Bull Co-Invest 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*
Bull Holdco 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, L.P.
(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
450 LEXINGTON AVENUE 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*
WP Global 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, 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 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
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").
2. 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 (ii) 12,347,258 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 1 of 2. Two reports are filed that relate to the same transactions. See Form 2 of 2 for additional reporting entities.
See Exhibit 99.1 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