GTCR Reporting Persons exit Sotera Health Co. This Amendment No. 7 states that, as of May 13, 2026, the GTCR Reporting Persons no longer beneficially own any shares of Sotera Health Co. common stock (CUSIP 83601L102). The filing is an exit/amendment under Rule 13d-1(k) and attaches a joint filing agreement as Exhibit 99.1.
Sotera Health Co Schedule 13G: Sachem Head and affiliated entities report shared voting and dispositive power over 15,560,000 shares of Common Stock, representing 5.46% of the class. The filing also reports 11,450,000 shares attributable to Sachem Head GP (4.02%), based on 285,166,994 shares outstanding as reported in the issuer's Form 10-Q filed May 5, 2026.
The statement lists the Reporting Persons (Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson) and explains shared voting/dispositive arrangements among affiliated funds and managers.
Sotera Health Company disclosed a large secondary share sale and a change in its governance structure. On May 11, 2026, certain selling stockholders affiliated with prior private equity sponsors Warburg Pincus LLC and GTCR LLC agreed to sell 31,838,253 shares of common stock at $15.168 per share to Goldman Sachs & Co. LLC under an underwriting agreement. The transaction closed on May 13, 2026. The company did not issue any new shares and will not receive proceeds from this sale, and none of its executive officers participated.
After completion of the sale, the sponsors no longer own any common stock. As a result, the existing Stockholders Agreement terminated, ending the sponsors’ special corporate governance rights, including director designation rights. Directors previously designated by the sponsors may remain on the board and its committees until their current terms end.
Sotera Health Company resale offering: 31,838,253 shares of common stock are being offered by selling stockholders pursuant to this prospectus supplement. The company will not receive proceeds from these sales; proceeds will go to the selling stockholders.
The shares are being offered at a public offering price of $15.27 per share, with underwriting discounts of $0.102 per share. Delivery is expected on or about May 13, 2026. The Sponsors (affiliates of Warburg Pincus and GTCR) are expected to hold no remaining shares and will cease to have the related governance rights described in the offering materials following completion of this offering. Shares outstanding were 285,166,994 as of April 28, 2026.
Sotera Health Company is registering the resale of 31,838,253 shares of common stock by selling stockholders pursuant to a preliminary prospectus supplement dated May 11, 2026. The company will not receive any proceeds from the sales; proceeds will go to the selling stockholders.
The prospectus supplement states the selling stockholders include investment funds and affiliates of Warburg Pincus and GTCR, and that, following this offering, the Sponsors are not expected to hold any remaining shares or retain prior governance designation rights. The filing cites 285,166,994 shares outstanding as of April 28, 2026 and discloses a last reported sale price of $15.78 per share (May 8, 2026).
Sotera Health Company reported stronger Q1 2026 results. Net revenues were $280.0 million, up 10.0% from $254.5 million a year earlier, driven by pricing gains and higher volumes at Sterigenics and Nordion.
The company generated net income of $26.6 million, compared with a net loss of $13.3 million in Q1 2025, when results were burdened by a $30.9 million Illinois ethylene oxide litigation settlement. Adjusted Net Income rose to $52.4 million and Adjusted EBITDA to $134.7 million. Cash and cash equivalents were $315.9 million, against $2.14 billion of long-term debt, leaving the business still highly leveraged while it continues to face ongoing EO tort litigation in multiple states.
Sotera Health reported a strong Q1 2026 and announced a CEO transition. Net revenues rose to $280.0 million, up 10.0% year over year, and net income was $26.6 million or $0.09 per diluted share, compared with a prior-year loss. Adjusted EBITDA reached $134.7 million with a 48.1% margin, and Adjusted EPS increased to $0.18, up 29% per share.
The company reaffirmed its 2026 outlook, guiding net revenues of $1.233–$1.251 billion, Adjusted EBITDA of $632–$641 million, and Adjusted EPS of $0.93–$1.01, with capital expenditures of $175–$225 million. Segment results were led by Sterigenics and Nordion, while Nelson Labs was slightly down. As of March 31, 2026, Net Leverage Ratio was 3.2x with over $900 million in available liquidity.
The Board appointed Alton Shader as CEO and Class II director effective May 26, 2026. He will receive a $1.0 million base salary, a $6.0 million sign-on RSU grant, and 2026 equity awards including $3.25 million in time-based RSUs and $3.25 million in performance-based RSUs, plus an annual $100,000 commuting bonus and severance protection. Current CEO Michael B. Petras, Jr. will become Executive Chairman with a $900,000 salary and eligibility for $5.0 million in annual long-term incentives beginning in 2027.
Sotera Health Company is soliciting proxies for its 2026 virtual Annual Meeting on May 21, 2026, where stockholders will elect four Class III directors, vote on an advisory say-on-pay resolution, and ratify Ernst & Young LLP as auditor for 2026.
The proxy describes a classified, 11‑member board structure (after the meeting), lead independent director role, and extensive committee oversight of risk, compensation, and governance. It highlights 2025 results, including 20 consecutive years of revenue growth, revenue of $1.164 billion, net income of $77.9 million, and Adjusted EBITDA of $594 million with a 51.0% margin, and explains a pay‑for‑performance executive compensation program that adds three‑year performance share units and stock‑price‑linked incentives in response to investor feedback.
Sotera Health Co filed an initial insider ownership report for Erika Ostrowski, its SVP, General Counsel and Secretary. The filing shows she directly holds 57,538 shares of Common Stock, consisting of 32,180 Restricted Stock Units and 25,358 shares of Common Stock.
She also holds stock options over 20,419 and 11,740 underlying Common shares, each with a $14.59 exercise price, granted under the 2020 Omnibus Incentive Plan. In addition, she holds performance-based RSUs tied to 4,484 and 9,892 underlying shares, with exercise prices of $13.38 and $17.69, subject to vesting and performance conditions. The filing records her current holdings and does not show any new purchases or sales.