[SCHEDULE 13G/A] Sotera Health Co Amended Passive Investment Disclosure
Sessa Capital reports 9.5% stake in Sotera Health
Sessa Capital IM, L.P. and John Petry report beneficial ownership of Sotera Health Co common stock on an amended Schedule 13G. They report 27,050,000 shares of common stock with shared voting and shared dispositive power and no sole power.
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Sessa Capital IM, L.P. and John Petry report beneficial ownership of Sotera Health Co common stock on an amended Schedule 13G. They report 27,050,000 shares of common stock with shared voting and shared dispositive power and no sole power. This represents 9.5% of Sotera Health’s common stock, based on 285,166,994 shares outstanding following an offering described in a prospectus filed on May 12, 2026. Sessa Capital (Master), L.P., one of the Sessa Funds, has the right to receive or direct the receipt of dividends or sale proceeds for more than 5% of the company’s common stock.
Key Figures
Shares beneficially owned:27,050,000 sharesPercent of class:9.5%Shares outstanding baseline:285,166,994 shares+2 more
5 metrics
Shares beneficially owned27,050,000 sharesCommon stock of Sotera Health Co reported by Sessa Capital IM, L.P. and John Petry
Percent of class9.5%Ownership percentage of Sotera Health common stock based on shares outstanding
Shares outstanding baseline285,166,994 sharesSotera Health common stock outstanding after offering in prospectus filed May 12, 2026
CUSIP83601L102CUSIP number for Sotera Health Co common stock, par value $0.01 per share
Filing signatures date08/14/2026Date John Petry signed in his capacities as manager and individually
"the beneficial owner of the securities reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 27,050,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 27,050,000.00"
Schedule 13Gregulatory
"for purposes of Section 13 of the Act, the beneficial owner"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Investment Company Act of 1940regulatory
"an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Sotera Health (SHC) does Sessa Capital IM, L.P. report owning?
Sessa Capital IM, L.P. reports beneficial ownership of 9.5% of Sotera Health’s common stock. This is based on 27,050,000 shares out of 285,166,994 shares outstanding after a May 12, 2026 offering.
How many Sotera Health (SHC) shares does Sessa Capital IM, L.P. beneficially own?
Sessa Capital IM, L.P. reports beneficial ownership of 27,050,000 Sotera Health common shares. These shares are held through Sessa Funds, with shared voting and shared dispositive power reported for both Sessa Capital IM, L.P. and John Petry.
What voting power does Sessa Capital report over Sotera Health (SHC) shares?
Sessa Capital IM, L.P. and John Petry report 0 sole voting power and 27,050,000 shares of shared voting power. They similarly report 0 sole dispositive power and 27,050,000 shares of shared dispositive power over Sotera Health stock.
On what share count is Sessa Capital’s 9.5% Sotera Health (SHC) ownership based?
The reported 9.5% ownership is calculated using 285,166,994 Sotera Health common shares outstanding. That share count reflects the company’s capital structure following an offering described in a prospectus filed on May 12, 2026.
Who can receive dividends or sale proceeds from Sotera Health (SHC) shares held by Sessa Funds?
Sessa Capital (Master), L.P., one of the Sessa Funds, has the right to receive or direct the receipt of dividends or sale proceeds from more than 5% of Sotera Health’s common stock, according to the ownership disclosure.
Who are the reporting persons in this amended Sotera Health (SHC) Schedule 13G/A?
The reporting persons are Sessa Capital IM, L.P., investment manager to certain Sessa Funds, and John Petry, the sole member and manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Sotera Health Co
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83601L102
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
Sessa Capital IM, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,050,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,050,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,050,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
John Petry
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,050,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,050,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,050,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sotera Health Co
(b)
Address of issuer's principal executive offices:
9100 SOUTH HILLS BLVD, SUITE 300, BROADVIEW HEIGHTS, OH 44147
Item 2.
(a)
Name of person filing:
This statement amends the Schedule 13G filed by Sessa Capital (Master), L.P. on February 17, 2026.
This statement is filed by:
(i) Sessa Capital IM, L.P. ("Sessa IM"), which serves as the investment manager to certain investment funds and accounts (the "Sessa Funds"), with respect to shares of common stock, par value $0.01 per share ("Common Stock"), of Sotera Health Company, a Delaware corporation (the "Company"), held by the Sessa Funds; and
(ii) John Petry, who serves as the sole member and manager of Sessa Capital IM GP, LLC ("Sessa IM GP"), the general partner of Sessa IM, with respect to the shares of Common Stock held by the Sessa Funds.
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons and Sessa IM GP is 888 Seventh Avenue, 30th Floor, New York, NY 10019.
(c)
Citizenship:
Sessa IM is a Delaware limited partnership. Sessa IM GP is a Delaware limited liability company. Mr. Petry is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
83601L102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 285,166,994 shares of Common Stock outstanding following the completion of the offering of Common Stock described in the Company's Prospectus filed with the SEC on May 12, 2026.
(b)
Percent of class:
9.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Sessa Capital (Master), L.P., a Sessa Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock of the Company.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Sessa Capital IM, L.P.
Signature:
/s/ John Petry
Name/Title:
John Petry, Sole Member and Manager of Sessa Capital IM GP, LLC, its General Partner
