Sotera Health Co ownership update: a group of Warburg Pincus entities reports an aggregate position of 31,838,253 shares of Common Stock, representing approximately 11.2% of outstanding shares. The filing states the percentage is calculated using 284,392,079 shares outstanding as of February 17, 2026.
The Warburg Pincus Reporting Persons say they are party to a Stockholders Agreement with GTCR and other holders; the GTCR Sponsors are publicly reported to own 12,735,301 shares per a Form 4 filed March 10, 2026. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership of shares held of record by the GTCR Sponsors except as set forth in the Stockholders Agreement.
Positive
None.
Negative
None.
Insights
Warburg Pincus entities disclose an 11.2% aggregate position and joint governance ties with GTCR.
The filing documents that the Warburg Pincus Reporting Persons collectively account for 31,838,253 shares, calculated on a base of 284,392,079 shares outstanding as of February 17, 2026. It also cites a Stockholders Agreement governing voting arrangements with the GTCR Sponsors and other holders.
The concrete items to watch in subsequent filings include any changes in reported beneficial ownership by GTCR (the filing cites 12,735,301 shares reported by GTCR on March 10, 2026) and any amendments to the Stockholders Agreement that could alter voting blocs or dispositive rights.
Filing emphasizes joint-filing group and explicit disclaimers of beneficial ownership tied to a Stockholders Agreement.
The Warburg Pincus Reporting Persons state they may be deemed a "group" under the Exchange Act and incorporate a joint filing agreement as Exhibit 99.1. The disclosure clarifies shared voting powers (31,838,253 votes) and shared dispositive power for 19,102,952 shares as reported on cover rows.
Relevant dependencies include the Stockholders Agreement terms and GTCR's separate reports; any future revisions to the agreement or to who holds dispositive power should appear in later amendments or Forms 4/13D filings.
What stake does Warburg Pincus report in Sotera Health (SHC)?
Warburg Pincus entities report holding 31,838,253 shares, about 11.2%. This percentage is calculated using 284,392,079 shares outstanding as of February 17, 2026, per the filing's cited prospectus.
How much ownership do GTCR Sponsors report in Sotera Health?
The filing cites GTCR's publicly reported ownership of 12,735,301 shares, referenced from a Form 4 filed on March 10, 2026. Warburg Pincus states that figure is GTCR's report, not Warburg Pincus's own ownership count.
Does Warburg Pincus claim control over GTCR-held shares?
No. The filing says Warburg Pincus may be deemed to beneficially own GTCR-held shares due to a Stockholders Agreement, but each Warburg Pincus Reporting Person expressly disclaims beneficial ownership of shares owned of record by GTCR except as recorded.
What voting and dispositive powers are disclosed by Warburg Pincus?
The cover-page figures show shared voting power of 31,838,253 shares and shared dispositive power of 19,102,952 shares for the Warburg Pincus Reporting Persons, as stated in Item 4 of the amendment.
On what basis were the percentages calculated?
Percentages are calculated using 284,392,079 shares outstanding as of February 17, 2026, cited from the Issuer's final prospectus on Form 424B7 filed March 5, 2026, per the filing's footnote.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Sotera Health Co
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03/06/2026
(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)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
WARBURG PINCUS & CO.
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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors (as defined in Item 2) are party to a Stockholders Agreement with the GTCR Investors (as defined in Item 4) and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the U.S. Securities and Exchange Commission ("Commission") on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person (as defined in Item 2). The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
WP XI Partners, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus Private Equity XI, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus XI Partners, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus Private Equity XI-B, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus Private Equity XI-C, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Bull Co-Invest 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus XI, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
WP Global 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus Partners II, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus Partners GP 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus (Cayman) XI, 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus XI-C, 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
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus Partners II (Cayman), 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP 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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Warburg Pincus 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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,838,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,102,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,838,253.00
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)
11.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 5 to Schedule 13G, the WP Investors are party to a Stockholders Agreement with the GTCR Investors and certain other holders of Common Stock of the Issuer. The WP Investors, together with the GTCR Investors, hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), of which 12,735,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on March 10, 2026. Although the Warburg Pincus Reporting Persons may be deemed to beneficially own the Common Stock held as of record by the GTCR Investors as a result of the Stockholders Agreement, each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act with respect to any shares of Common Stock other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages herein have been determined in accordance with footnote 2 below. Capitalized terms used herein are defined in Items 2(a) or 4 below.
(2) Calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
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 Amendment No. 5 to Schedule 13G is being filed jointly by (i) Warburg Pincus Private Equity XI, L.P. ("WP XI"), (ii) Warburg Pincus Private Equity XI-B, L.P. ("WP XI-B"), (iii) WP XI Partners, L.P. ("WP XI Partners"), (iv) Warburg Pincus XI Partners, L.P. ("Warburg Pincus XI Partners"), (v) Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C" and, together with WP XI, WP XI-B, WP XI Partners and Warburg Pincus XI Partners, the "WP XI Funds"), (vi) Bull Co-Invest L.P. ("Bull Co-Invest"), (vii) Warburg Pincus XI, L.P. ("WP XI GP"), (viii) WP Global LLC ("WP Global"), (ix) Warburg Pincus Partners II, L.P. ("WPP II"), (x) Warburg Pincus Partners GP LLC ("WPP GP LLC"), (xi) Warburg Pincus & Co. ("WP"), (xii) Warburg Pincus (Cayman) XI, L.P. ("WP XI Cayman GP"), (xiii) Warburg Pincus XI-C, LLC ("WP XI-C LLC"), (xiv) Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman"), (xv) Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP"), and (xvi) Warburg Pincus LLC ("WP LLC"). The WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
WP XI GP is the general partner of each of WP XI, WP XI-B, WP XI Partners and Warburg Pincus XI Partners. WP Global is the general partner of WP XI GP. WPP II is the managing member of WP Global. WPP GP LLC is the general partner of WPP II. WP is the managing member of WPP GP LLC. WP XI Cayman GP is the general partner of WP XI-C. WP XI-C LLC is the general partner of WP XI Cayman GP. WPP II Cayman is the managing member of WP XI-C LLC. WP Bermuda GP is the general partner of WPP II Cayman. WP Bull Manager LLC ("WP Bull Manager") is the general partner of Bull Co-Invest. WP is the managing member of WP Bull Manager. WP LLC is the manager of the WP XI Funds. The WP XI Funds share limited partnership ownership in Bull Holdco on a pro rata basis in accordance with their respective numbers of Contributed Shares. The WP XI Funds, Bull Co-Invest, WP XI GP, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Reporting Persons" or "WP Investors."
(b)
Address or principal business office or, if none, residence:
Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017
(c)
Citizenship:
See Item 2(a)
(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 Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.
On November 19, 2020, (i) the Issuer, (ii) Warburg Pincus Private Equity XI, L.P., Warburg Pincus Private Equity XI_B, L.P., Warburg Pincus Private Equity XI-C, L.P., WP XI Partners, L.P. and Bull Co-Invest (collectively, the "Warburg Pincus Sponsors"), (iii) GTCR Fund XI/A LP, GTCR Fund XI/C LP, and GTCR Co-Invest XI LP. (collectively, the "GTCR Funds") and (iv) certain other holders of Common Stock of the issuer ( the "Other Investors"), entered into a Stockholders Agreement (the "Stockholders Agreement"). The Stockholders Agreement sets forth certain governance arrangements with respect to the Issuer, transfer restrictions on Other Investors and indemnification matters. Pursuant to the Stockholders Agreement, each of the Warburg Pincus Sponsors and the GTCR Funds has agreed to vote the shares of Common Stock of the Issuer that each holds of record in a certain manner on matters related to the election of certain directors appointed by the Warburg Pincus Sponsors and the GTCR Sponsors. The Warburg Pincus Sponsors and the GTCR Sponsors hold an aggregate total of 31,838,253 shares of Common Stock of the Issuer (approximately 11.2% of the outstanding shares of Common Stock of the Issuer), including 12,735,301 shares of Common Stock of the Issuer that are publicly reported as being owned by the GTCR Sponsors and 19,102,952 shares of Common Stock of the Issuer that are publicly reported as being owned by the Warburg Pincus Reporting Persons. The Warburg Pincus Reporting Persons are not entitled to any rights as a shareholder of the Issuer with respect to the shares of Common Stock of the Issuer beneficially owned by the Other Investors or the GTCR Sponsors except as expressly set forth in the Stockholders Agreement and the Warburg Pincus Reporting Persons do not have dispositive power over the Common Stock owned by the GTCR Sponsors. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The number of shares of Common Stock of the Issuer owned by each Warburg Pincus Reporting Person as set forth in Rows 5 - 11 of their respective cover pages to this Schedule 13G does not reflect the aggregate shares of Common Stock of the Issuer owned by the Other Investors.
The aggregate total of 12,735,301 shares of Common Stock of the Issuer indicated in this Amendment No. 5 to Schedule 13G as being beneficially owned by the GTCR Sponsors is derived from the GTCR Sponsors' Form 4, filed with the Commission on March 10, 2026, and is not purported to be an accurate representation of the GTCR Sponsors' beneficial ownership as of the date of this Amendment No. 5 to Schedule 13G. The GTCR Sponsors are responsible for reporting their beneficial ownership of shares of Common Stock of the Issuer on their own behalf, and the Warburg Pincus Reporting Persons disclaim responsibility for reporting the shares of Common Stock of the Issuer beneficially owned by the GTCR Sponsors.
(b)
Percent of class:
The percentages used herein are calculated based on 284,392,079 shares of Common Stock outstanding as of February 17, 2026 as reported on the Issuer's final prospectus reported on Form 424B7, filed on March 5, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0.00
(ii) Shared power to vote or to direct the vote:
31,838,253
(iii) Sole power to dispose or to direct the disposition of:
0.00
(iv) Shared power to dispose or to direct the disposition of:
19,102,952
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.
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.
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.
(1) The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Amendment No. 5 to Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is incorporated by reference as Exhibit 99.1.
(2) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the issuer owned of record by such Warburg Pincus Reporting Person
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
WARBURG PINCUS & CO.
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
WP XI Partners, L.P.
Signature:
/s/ Warburg Pincus XI, L.P.
Name/Title:
Warburg Pincus XI, L.P / General Partner
Date:
03/10/2026
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II, L.P
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus Private Equity XI, L.P.
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti, Partner
Date:
03/10/2026
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus XI Partners, L.P.
Signature:
/s/ Warburg Pincus XI, L.P.
Name/Title:
Warburg Pincus XI, L.P. / General Partner
Date:
03/10/2026
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus Private Equity XI-B, L.P.
Signature:
/s/ Warburg Pincus XI, L.P.
Name/Title:
Warburg Pincus XI, L.P. / General Partner
Date:
03/10/2026
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus Private Equity XI-C, L.P.
Signature:
/s/ Warburg Pincus (Cayman) XI, L.P.
Name/Title:
Warburg Pincus (Cayman) XI, L.P. / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus XI-C, LLC
Name/Title:
Warburg Pincus XI-C, LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II (Cayman), L.P.
Name/Title:
Warburg Pincus Partners II (Cayman), L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
03/10/2026
Bull Co-Invest L.P.
Signature:
/s/ WP Bull Manager LLC
Name/Title:
WP Bull Manager LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Warburg Pincus XI, L.P.
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
WP Global LLC
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus Partners II, L.P.
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus Partners GP LLC
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
03/10/2026
Warburg Pincus (Cayman) XI, L.P.
Signature:
/s/ Warburg Pincus XI-C, LLC
Name/Title:
Warburg Pincus XI-C, LLC / General Partner
Date:
03/10/2026
Signature:
/s/ Warburg Pincus Partners II (Cayman), L.P.
Name/Title:
Warburg Pincus Partners II (Cayman), L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
03/10/2026
Warburg Pincus XI-C, LLC
Signature:
/s/ Warburg Pincus Partners II (Cayman), L.P.
Name/Title:
Warburg Pincus Partners II (Cayman), L.P. / Managing Member
Date:
03/10/2026
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
03/10/2026
Warburg Pincus Partners II (Cayman), L.P.
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
03/10/2026
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
03/10/2026
Warburg Pincus (Bermuda) Private Equity GP Ltd.
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
03/10/2026
Warburg Pincus LLC
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Managing Director, Chief Legal Officer and Head of New Solutions
Date:
03/10/2026
Exhibit Information
Exhibit 99.1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
* Incorporated herein by reference to the Agreement of Joint Filing by Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P., WP XI Partners, L.P., Warburg Pincus Private Equity XI-C, L.P., Bull Co-Invest L.P., Warburg Pincus XI, L.P., WP Global LLC, Warburg Pincus Partners II, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus & Co., Warburg Pincus (Cayman) XI, L.P., Warburg Pincus XI-C, LLC, Warburg Pincus Partners II (Cayman), L.P., Warburg Pincus (Bermuda) Private Equity GP LTD., and Warburg Pincus LLC ("Warburg Pincus Funds") dated as of February 14, 2022, which was previously filed with the Commission as Exhibit 99.1 to Amendment No. 1 to Schedule 13G filed by the Warburg Pincus Funds on February 14, 2022 with respect to the shares of common stock of Sotera Health Co.
