Sculptor discloses 7.39% Sotera Health (SHC) ownership stake

Rhea-AI Filing Summary

Sculptor Capital entities report a 7.39% passive stake in Sotera Health Company common stock. They collectively beneficially own 21,000,000 shares of Sotera’s common stock, based on 284,093,929 shares outstanding referenced from the issuer’s 10-Q. The shares are held across various investment accounts managed by Sculptor Capital LP and Sculptor Capital II LP, with related holding and parent entities also listed as beneficial owners. The filers certify the securities are not held to change or influence control of Sotera Health, but as a passive investment under Schedule 13G.

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Accepted by SEC EDGAR 02/13/2026 - 05:44 PM Learn about SEC filing dates

FAQ

What stake in Sotera Health (SHC) does Sculptor Capital report in this Schedule 13G/A?

Sculptor Capital entities report beneficial ownership of 21,000,000 Sotera Health common shares, representing 7.39% of the outstanding class. This percentage is calculated using 284,093,929 common shares outstanding, as disclosed in Sotera Health’s 10-Q filed on November 4, 2025.

Which Sculptor entities are listed as reporting persons for Sotera Health (SHC)?

The filing lists Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. Each is shown with shared voting and dispositive power over 21,000,000 Sotera Health common shares.

Is Sculptor’s Sotera Health (SHC) position reported as a passive investment?

Yes. The certification states the securities “were not acquired and are not held for the purpose of or with the effect of changing or influencing the control” of Sotera Health. They are reported under Schedule 13G as a passive ownership position, not for control transactions.

As of what date is Sculptor’s Sotera Health (SHC) ownership reported in this filing?

The Schedule 13G/A reports Sculptor’s beneficial ownership as of December 31, 2025, identified as the date of the event requiring the filing. The percentage ownership uses the share count from Sotera Health’s Form 10-Q filed on November 4, 2025.

How much voting and dispositive power does Sculptor report over Sotera Health (SHC) shares?

Each reporting entity indicates 0 shares with sole voting or dispositive power and 21,000,000 shares with shared voting and shared dispositive power. This means decisions over these shares are exercised jointly under Sculptor-managed accounts rather than individually.

Who signed the Sotera Health (SHC) Schedule 13G/A on behalf of the reporting persons?

The ownership statement is signed multiple times by Ellen Conti, Chief Financial Officer, dated February 13, 2026. The repeated signatures indicate execution on behalf of the various Sculptor-related reporting entities named in the filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Sotera Health Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

83601L102

(CUSIP Number)

12/31/2025

(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 No. 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 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

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)

7.39 %

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 No. 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 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

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)

7.39 %

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 No. 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 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

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)

7.39 %

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 No. 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 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

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)

7.39 %

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 No. 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 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

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)

7.39 %

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 No. 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 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

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)

7.39 %

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: 21,000,000
(b)	Percent of class: 7.39%
(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: 21,000,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 21,000,000
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 284,093,929 Common Shares outstanding, as set forth in the Issuer's 10-Q filed November 4, 2025.
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/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	02/13/2026

Sculptor Capital II LP

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	02/13/2026

Sculptor Capital Holding Corp

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	02/13/2026

Sculptor Capital Holding II LLC

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	02/13/2026

Sculptor Capital Management, Inc.

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	02/13/2026

Sculptor Master Fund, Ltd.

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	02/13/2026