Welcome to our dedicated page for Sotera Health Co SEC filings (Ticker: SHC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sotera Health Company's SEC filings document financial results, governance matters, capital-structure activity and material events for a Nasdaq-listed healthcare services company. Form 8-K filings report operating results, Regulation FD disclosures, earnings materials, leadership succession items, board appointments, committee assignments and underwriting agreements tied to secondary sales of common stock by selling stockholders.
Proxy materials describe annual meeting proposals, director elections, advisory executive compensation votes and auditor ratification. The filings also identify SHC's common stock, par value $0.01 per share, as listed on The Nasdaq Stock Market and provide formal exhibits such as underwriting agreements, legal opinions and press releases related to reported company events.
Sotera Health Company (SHC) announced a secondary offering in which the selling stockholders are offering 30,000,000 shares of common stock. The Company is not selling shares and will not receive proceeds. The offering price is $15.70 per share, the underwriting discount is $0.049 per share, and proceeds to selling stockholders are $469,530,000 before expenses. Delivery of shares is expected on or about November 10, 2025, with Goldman Sachs & Co. LLC as underwriter.
Including Warburg Pincus affiliates 18,000,000 shares and GTCR affiliates 12,000,000 shares. Shares outstanding were 284,093,929 as of October 28, 2025. The Company and insiders agreed to 30‑day lock-up provisions, subject to customary exceptions. SHC’s common stock trades on Nasdaq under the symbol SHC; the last reported price on November 6, 2025 was $16.01 per share.
Sotera Health Company filed a preliminary prospectus supplement for a secondary sale of common stock by selling stockholders. The company states it is not selling any shares in this transaction and will not receive any proceeds from the sales.
The common stock trades on Nasdaq under the symbol SHC; the last reported sale price was $16.01 on November 6, 2025. As context, 284,093,929 shares were outstanding as of October 28, 2025. Goldman Sachs & Co. LLC is acting as underwriter, and standard 30‑day lock-up agreements apply to the company, executive officers, directors, and the selling stockholders, subject to stated exceptions.
The document highlights typical offering risks, potential market volatility, and notes that future issuances or sales could affect the trading price of SHC. Investors are directed to the “Risk Factors” section in this supplement and incorporated filings for additional details.
Sotera Health (SHC) reported stronger Q3 2025 results. Total revenue reached $311.3 million, up from $285.5 million a year ago, as Sterigenics and Nordion grew while Nelson Labs remained steady. Net income rose to $48.4 million from $17.0 million, with diluted EPS of $0.17 versus $0.06. For the first nine months, revenue was $860.2 million and net income was $43.1 million.
Cash generation and balance sheet improved. Year‑to‑date operating cash flow was $184.1 million, supporting capital spending and debt management. Long‑term debt declined to $2.129 billion from $2.208 billion. In September, the company repriced its term loan to Adjusted Term SOFR plus 2.50% and applied $75.0 million of cash to reduce borrowings; the average term‑loan rate fell to 7.22% in Q3 from 8.56% last year. Liquidity remained solid with $591.9 million available on the revolver.
Notable items. The company recorded $64.9 million year‑to‑date for Illinois EO litigation settlements and listed a $34.0 million related reserve in accrued liabilities at quarter‑end. Nordion’s Class 1B nuclear license was renewed for 25 years in September 2025. Shares outstanding were 284.1 million as of October 28, 2025.
Sotera Health (SHC) furnished an earnings press release for the quarter ended September 30, 2025 under Item 2.02. The company scheduled a conference call for November 4, 2025 at 9:00 a.m. Eastern Time to discuss results.
The press release is attached as Exhibit 99.1 and incorporated by reference; the information is furnished and not deemed filed under the Exchange Act.
Sotera Health Company filed an 8-K reporting Amendment No. 6, dated September 17, 2025, to its First Lien Credit Agreement originally dated December 13, 2019. The amendment is among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries, JPMorgan Chase Bank, N.A. as First Lien Administrative Agent, and the 2025 Refinancing Term Lenders. The filing indicates the cover page interactive data is embedded within the Inline XBRL document. The 8-K is dated September 18, 2025 and was signed by Jonathan M. Lyons, Senior Vice President and Chief Financial Officer. The document notifies investors of a material amendment to the company’s secured credit arrangements but does not disclose the amendment’s specific terms or financial impact.
Sculptor Capital and affiliated entities report collective beneficial ownership of 14,750,000 common shares of Sotera Health Company, representing 5.19% of the outstanding class based on 284,046,606 shares. The stake is held across multiple related reporting persons (Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc. and Sculptor Master Fund, Ltd.), each reporting shared voting and dispositive power of 14,750,000 shares and no sole voting or dispositive power. The filing states these shares are held in accounts managed by Sculptor and Sculptor-II and calculates percentages using the issuer’s 424B7 disclosed share count. The filing includes certifications that the position was not acquired to change or influence control of the issuer.
Sotera Health Co Schedule 13G/A discloses that a group of Warburg Pincus-related entities (the "WP Investors") together hold an aggregate of 103,038,253 shares of Sotera Health common stock, representing 36.3% of the outstanding class based on 284,046,606 shares outstanding per the issuer's July 29, 2025 prospectus. The filing describes a Stockholders Agreement between the WP Investors, GTCR investors and other holders that coordinates voting on certain director matters. The filing also notes 41,215,301 shares publicly reported as owned by GTCR in a Form 4 filed September 9, 2025 and states that WP Investors disclaim beneficial ownership of shares owned of record by GTCR except as set forth in the agreement.
GTCR-affiliated investors report joint beneficial ownership of 103,038,253 shares of Sotera Health Co., representing 36.3% of outstanding common stock. The group holds 41,215,301 shares of record while Warburg Pincus affiliates are reported to hold 61,822,952 shares; together the holders are party to a Stockholders Agreement that coordinates voting on certain director elections. The ownership percentage is calculated using 284,046,606 shares outstanding as disclosed in Sotera Health's prospectus supplement. Each GTCR Reporting Person disclaims beneficial ownership of shares held of record by the Warburg Pincus parties, and the GTCR Reporting Persons state they do not have dispositive power over the Warburg Pincus–held shares except as set forth in the Stockholders Agreement.
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.
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.