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 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.
Sotera Health Company filed an 8-K reporting an underwriting agreement dated September 3, 2025 between the company, Goldman Sachs & Co. LLC as underwriter, and selling stockholders listed in Schedule 2. The filing also lists an opinion and consent from Cleary Gottlieb Steen & Hamilton LLP and an embedded Cover Page interactive XBRL file. The form is signed by Jonathan M. Lyons, Senior Vice President and Chief Financial Officer, dated September 5, 2025. The filing discloses the existence and parties to a securities underwriting but does not state offering size, pricing, or other economic terms.
Sotera Health Company files a prospectus supplement describing an offering of common stock at $15.35 per share for a total of $307,000,000 and related resale amounts showing per-share and aggregate figures including $0.239 per share for $4,780,000 and an aggregate of $15.111 per share totaling $302,220,000. The filing discloses selling stockholders and post-offering ownership: for example, one holder had 73,822,952 shares (25.99%) before offering and will hold 61,822,952 shares (21.77%) after selling 12,000,000 shares; another held 49,215,301 (17.33%) and will hold 41,215,301 (14.51%) after selling 8,000,000 shares. The document includes multi-year financial line items and reconciliation commentary for non-GAAP measures such as Adjusted Net Income and Adjusted EBITDA. Identified risks include ongoing litigation exposure, supply risks related to Co-60 and geopolitical/sanctions impacts, and non-U.S. tax and FATCA withholding considerations.
Sotera Health Company (SHC) prospectus supplement and related filings present selected financial and corporate disclosure excerpts. Revenue for the year ended December 31, 2024 is shown as $1,100,441 (in thousands) with prior-year comparisons of $1,049,288 (2023) and $1,003,687 (2022). Selected balance and operating line items and periodic six-month comparisons to June 30, 2025 and 2024 are included. The document defines Adjusted Net Income and Adjusted EBITDA as non-GAAP measures management uses to assess operating performance and incentive attainment. It discloses material risks including ongoing securities-related litigation that could divert resources and costs, and supply-chain concentration risks tied to Cobalt-60 (Co-60) and geopolitical/sanctions exposure. The filing also outlines lock-up arrangements for selling stockholders and shows principal selling-stockholder positions (for example, 105,417,315 shares = 37.27% prior to offering for one holder and 70,278,209 shares = 24.85% after for that holder).
Michael P. Rutz, President of Sterigenics and officer of Sotera Health Co (SHC), sold 126,611 shares on 08/22/2025 at an average weighted price of $16.3833 per share. After the sale he beneficially owns 450,204 shares, consisting of 369,303 shares of common stock and 80,901 RSUs. The Form 4 also lists outstanding stock options exercisable for 296,600 shares across four option grants with exercise prices of $14.59, $17.59, $20.03 and $23.00 and a separate tranche of performance-based RSUs covering 24,289 potential shares.
Sotera Health Company (SHC) filing a Form 144 notifies the proposed sale of 126,611 shares of common stock through Charles Schwab with an aggregate market value of $2,040,969. The shares represent part of equity compensation originally acquired from the issuer on 11/20/2020 and are scheduled for sale approximately on 08/22/2025 on Nasdaq.
The filing discloses the number of shares outstanding as 284,046,606, and states there were no reported sales by the person in the past three months. The filer certifies they have no undisclosed material adverse information. This is a routine Rule 144 notice of an insider-proposed sale of previously issued equity compensation.
Sotera Health reported consolidated net revenues of $294.3 million for the three months ended June 30, 2025, up from $276.6 million a year earlier, driven by higher service revenue in Sterigenics and steady contributions from Nordion and Nelson Labs. Gross profit rose to $166.6 million versus $152.8 million, and cash and cash equivalents increased to $332.4 million from $277.2 million at year-end, supporting liquidity.
The company recorded $34.0 million of Illinois EO litigation settlements during the quarter and established a $64.9 million reserve reflected in accrued liabilities and operating cash flows. Net income for the quarter was $8.0 million (basic EPS $0.03), while the six-month period produced a net loss of $5.3 million compared with net income of $15.1 million in the prior year period. Total assets were $3.217 billion, total liabilities $2.705 billion, and total equity improved to $511.3 million.
Sotera Health Company furnished a press release reporting its financial results for the quarter ended June 30, 2025 and scheduled a conference call at 9:00 a.m. Eastern Time to discuss those results. The press release is attached to the Form 8-K as Exhibit 99.1 and is incorporated by reference into the report.
The filing clarifies that the press release and related information are being furnished, not filed, and therefore are not subject to Section 18 liability. This Form 8-K does not include any financial figures or performance metrics; readers should consult the attached Exhibit 99.1 for the detailed results and disclosures.