Sotera Health (SHC): Sculptor Capital discloses 24M-share, 8.41% ownership stake

Rhea-AI Filing Summary

Sculptor Capital LP and related entities reported beneficial ownership of Sotera Health Company common stock. They collectively hold 24,000,000 shares of Sotera’s common stock, representing 8.41% of the class, with shared voting and dispositive power over all of these shares and no sole voting or dispositive power.

The shares are held in various private funds and discretionary accounts (the “Accounts”) managed by Sculptor Capital LP and Sculptor Capital II LP. Sculptor Capital Holding Corporation, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. are reported as related entities that may be deemed beneficial owners through their control or advisory roles. The ownership percentage is based on 285,374,795 Sotera common shares outstanding as disclosed in Sotera’s Form 10-Q filed August 6, 2026.

Key Figures

Shares beneficially owned: 24,000,000 shares Percent of class: 8.41% Shares outstanding baseline: 285,374,795 shares +2 more

5 metrics

Shares beneficially owned 24,000,000 shares Common stock of Sotera Health Company reported by Sculptor Capital and affiliates

Percent of class 8.41% Portion of Sotera Health common stock owned by Sculptor Capital and affiliates

Shares outstanding baseline 285,374,795 shares Sotera Health common stock outstanding per Form 10-Q filed August 6, 2026

Sole voting power 0 shares Shares over which reporting persons have sole voting power

Shared voting power 24,000,000 shares Shares over which reporting persons have shared voting power

Key Terms

beneficial owner, shared voting power, shared dispositive power, Schedule 13G, +2 more

6 terms

beneficial owner financial

"may be deemed to be the beneficial owners of the Ordinary Shares"

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 power financial

"Shared Voting Power 24,000,000.00"

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 power financial

"Shared Dispositive Power 24,000,000.00"

Schedule 13G regulatory

"The percentages reported in this have been calculated based on"

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.

SEC Release No. 34-39538 regulatory

"In accordance with SEC Release No. 34-39538 (January 12, 1998)"

Investment Company Act of 1940 regulatory

"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

How many Sotera Health (SHC) shares does Sculptor Capital report owning?

Sculptor Capital and related entities report beneficial ownership of 24,000,000 Sotera Health common shares. These shares are held across various private funds and discretionary accounts managed by Sculptor Capital LP and Sculptor Capital II LP, with shared voting and dispositive power.

What percentage of Sotera Health (SHC) does Sculptor Capital own?

Sculptor Capital reports beneficial ownership of 8.41% of Sotera Health’s common stock. This percentage is calculated using 285,374,795 shares outstanding, as disclosed in Sotera’s Form 10-Q filed on August 6, 2026.

Which entities are included in Sculptor Capital’s Sotera Health (SHC) ownership filing?

The filing names Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corporation, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. as entities that may be deemed beneficial owners through management or control relationships.

Does Sculptor Capital have sole or shared voting power over Sotera Health (SHC) shares?

Sculptor Capital and affiliates report 0 shares with sole voting power and 24,000,000 shares with shared voting power. They also report shared dispositive power over the same 24,000,000 shares and no sole dispositive power.

How was Sculptor Capital’s ownership percentage in Sotera Health (SHC) calculated?

The reported 8.41% ownership is based on 285,374,795 Sotera Health common shares outstanding. This outstanding share count comes from Sotera’s Form 10-Q filed on August 6, 2026, which the reporting persons used for their percentage calculation.

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Available on EDGAR 08/14/2026 - 05:01 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Sotera Health Company

(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

Sculptor Capital LP

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 24,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000,000.00

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)

8.41 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital LP ("Sculptor"), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the "Accounts").

SCHEDULE 13G

CUSIP Number(s): 83601L102

1

Names of Reporting Persons

Sculptor Capital II LP

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 24,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000,000.00

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)

8.41 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital II LP ("Sculptor-II"), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Ordinary Shares reported in this Schedule 13G are held in the Account(s) managed by Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP Number(s): 83601L102

1

Names of Reporting Persons

Sculptor Capital Holding Corp

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 24,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000,000.00

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)

8.41 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding Corporation ("SCHC"), a Delaware corporation, serves as the general partner of Sculptor.

SCHEDULE 13G

CUSIP Number(s): 83601L102

1

Names of Reporting Persons

Sculptor Capital Holding II LLC

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 24,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000,000.00

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)

8.41 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding II LLC ("SCHC-II"), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

SCHEDULE 13G

CUSIP Number(s): 83601L102

1

Names of Reporting Persons

Sculptor Capital Management, Inc.

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 24,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000,000.00

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)

8.41 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Management, Inc. ("SCU"), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP Number(s): 83601L102

1

Names of Reporting Persons

Sculptor Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000,000.00

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)

8.41 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Master Fund, Ltd. ("SCMF") is a Cayman Islands company. Sculptor is the investment adviser to SCMF.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sotera Health Company
(b)	Address of issuer's principal executive offices: 9100 South Hills Blvd, Suite 300, Broadview Heights, Ohio 44147
Item 2.
(a)	Name of person filing: Sculptor Capital LP
(b)	Address or principal business office or, if none, residence: 9 West 57th Street, 40th Floor, New York, NY 10019
(c)	Citizenship: Delaware
(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: 24,000,000
(b)	Percent of class: 8.41%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 24,000,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 24,000,000
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. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Units/Ordinary Shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Ordinary Shares reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed a beneficial owner of the Ordinary Shares reported herein. In accordance with SEC Release No. 34-39538 (January 12, 1998) (the "Release"), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of Sculptor Capital LP and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with the Release. The percentages reported in this Schedule 13G have been calculated based on 285,374,795 Common Stock outstanding, as set forth in the Issuer's 10-Q filed August 6th, 2026.
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Item 6
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 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.

Sculptor Capital LP

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President
Date:	08/14/2026

Sculptor Capital II LP

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President
Date:	08/14/2026

Sculptor Capital Holding Corp

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President
Date:	08/14/2026

Sculptor Capital Holding II LLC

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President
Date:	08/14/2026

Sculptor Capital Management, Inc.

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President
Date:	08/14/2026

Sculptor Master Fund, Ltd.

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President
Date:	08/14/2026