GTCR Reporting Persons exit Sotera Health Co. This Amendment No. 7 states that, as of May 13, 2026, the GTCR Reporting Persons no longer beneficially own any shares of Sotera Health Co. common stock (CUSIP 83601L102). The filing is an exit/amendment under Rule 13d-1(k) and attaches a joint filing agreement as Exhibit 99.1.
Positive
None.
Negative
None.
Insights
GTCR reports complete exit by May 13, 2026.
The filing records that the GTCR Reporting Persons hold 0 shares of common stock as of May 13, 2026, and is submitted as an amendment under Rule 13d-1(k). It replaces prior Schedule 13 filings and confirms the group no longer reports beneficial ownership.
Timing and cash-flow treatment are not disclosed in the excerpt. Subsequent public filings or press releases would be required to show sale mechanics or proceeds.
Key Figures
Beneficial ownership:0 sharesCUSIP:83601L102Amendment number:Amendment No. 7+2 more
"joint filing agreement in accordance with Rule 13d-1(k)"
beneficial ownershipregulatory
"Each GTCR Reporting Person expressly disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
joint filing agreementregulatory
"joint filing agreement among the GTCR Reporting Persons is incorporated by reference as Exhibit 99.1"
CUSIPfinancial
"CUSIP No.: 83601L102"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
What does GTCR's Amendment No. 7 say about its stake in Sotera Health Co. (SHC)?
It states that as of May 13, 2026 the GTCR Reporting Persons no longer own any shares of Sotera Health Co. common stock, representing an exit filing.
Does the filing say how many shares GTCR sold or proceeds received?
The amendment reports 0 shares beneficially owned as of May 13, 2026 but does not disclose sale quantities, transaction dates, or proceeds in the provided excerpt.
Which entities filed this Schedule 13G/A amendment for SHC?
The joint filing is by GTCR Investment XI LLC, GTCR Fund XI/A LP, GTCR Fund XI/C LP, GTCR Co-Invest XI LP, and GTCR Partners XI/A&C LP, with a joint filing agreement attached as Exhibit 99.1.
What is the effective date of the ownership change reported by GTCR for SHC?
The filing specifies the ownership status as of May 13, 2026, indicating that the GTCR Reporting Persons held 0 shares on that date.
Where are the GTCR Reporting Persons' principal offices listed?
The principal business address for the GTCR Reporting Persons is listed as 300 North LaSalle Street, Suite 5600, Chicago, IL 60654 in the amendment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Sotera Health Co.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83601L102
(CUSIP Number)
05/13/2026
(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
GTCR INVESTMENT XI 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
GTCR FUND XI/A 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
GTCR FUND XI/C 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
GTCR CO-INVEST XI 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
GTCR PARTNERS XI/A&C 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sotera Health Co.
(b)
Address of issuer's principal executive offices:
The Company's principal executive offices are located at 9100 South Hills Blvd, Suite 300, Broadview Heights, OH, 44147.
Item 2.
(a)
Name of person filing:
This Amendment No. 7 to Schedule 13G is being filed jointly by (i) GTCR Investment XI LLC, a Delaware limited liability company ("Investment XI"), (ii) GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (iii) GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), (iv) GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together, with Fund XI/A and Fund XI/C, the "GTCR XI Funds" or "GTCR Investors"), and (v) GTCR Partners XI/A&C LP, a Delaware limited partnership ("Partners XI/A&C"), which is the general partner of each of Fund XI/A and Fund XI/C. Investment XI is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person had voting or dispositive authority over the shares of Common Stock. The GTCR XI Funds, Partners XI/A&C and Investment XI are collectively referred to herein as the "GTCR Reporting Persons".
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the GTCR Reporting Persons is 300 North LaSalle Street, Suite 5600, Chicago, IL 60654.
(c)
Citizenship:
(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:
As of May 13, 2026, the GTCR Reporting Persons no longer own any shares of Common Stock. This filing represents an exit filing for the GTCR Reporting Persons.
(b)
Percent of class:
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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 GTCR Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The joint filing agreement among the GTCR Reporting Persons to file this Amendment No. 7 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 GTCR 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 GTCR 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.
GTCR INVESTMENT XI LLC
Signature:
/s/ Jeffrey Wright
Name/Title:
Jeffrey Wright, Chief Legal Officer
Date:
05/15/2026
GTCR FUND XI/A LP
Signature:
/s/ Jeffrey Wright
Name/Title:
Jeffrey Wright, Chief Legal Officer of GTCR Invest. XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP
Date:
05/15/2026
GTCR FUND XI/C LP
Signature:
/s/ Jeffrey Wright
Name/Title:
Jeffrey Wright, Chief Legal Officer of GTCR Invest. XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP
Date:
05/15/2026
GTCR CO-INVEST XI LP
Signature:
/s/ Jeffrey Wright
Name/Title:
Jeffrey Wright, Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP
Date:
05/15/2026
GTCR PARTNERS XI/A&C LP
Signature:
/s/ Jeffrey Wright
Name/Title:
Jeffrey Wright, Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP
Date:
05/15/2026
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 GTCR Investment XI LLC, GTCR Fund XI/A LP, GTCR Fund XI/C LP, GTCR Co-Invest XI LP and GTCR Partners XI/A&C LP dated as of February 11, 2022, which was previously filed with the Commission as Exhibit A to Amendment No. 1 to Schedule 13G filed by GTCR Investment XI LLC, GTCR Fund XI/A LP, GTCR Fund XI/C LP, GTCR Co-Invest XI LP and GTCR Partners XI/A&C LP on February 11, 2022 with respect to the shares of common stock of Sotera Health Co.
