Sotera Health Co Schedule 13G/A discloses that a group of Warburg Pincus-related entities (the "WP Investors") together hold an aggregate of 103,038,253 shares of Sotera Health common stock, representing 36.3% of the outstanding class based on 284,046,606 shares outstanding per the issuer's July 29, 2025 prospectus. The filing describes a Stockholders Agreement between the WP Investors, GTCR investors and other holders that coordinates voting on certain director matters. The filing also notes 41,215,301 shares publicly reported as owned by GTCR in a Form 4 filed September 9, 2025 and states that WP Investors disclaim beneficial ownership of shares owned of record by GTCR except as set forth in the agreement.
Sotera Health Co nel modulo Schedule 13G/A dichiara che un gruppo di entità collegate a Warburg Pincus (gli "Investitori WP") detiene congiuntamente un totale di 103.038.253 azioni ordinarie di Sotera Health, pari al 36,3% del capitale sociale in circolazione, basato su 284.046.606 azioni in circolazione secondo il prospetto della società del 29 luglio 2025. La documentazione descrive un Accordo tra Azionisti tra gli Investitori WP, gli investitori GTCR e altri azionisti che coordina il voto su determinate questioni relative ai membri del consiglio. Il filing segnala inoltre 41.215.301 azioni riportate pubblicamente come di proprietà di GTCR in una Form 4 depositata il 9 settembre 2025 e dichiara che gli Investitori WP rinunciano alla titolarità beneficiaria delle azioni detenute da GTCR per registro, salvo quanto previsto dall'accordo.
Sotera Health Co en el Schedule 13G/A revela que un grupo de entidades relacionadas con Warburg Pincus (los "Inversores WP") poseen conjuntamente un total de 103.038.253 acciones ordinarias de Sotera Health, lo que representa el 36,3% de las acciones en circulación, según 284.046.606 acciones en circulación según el prospecto del emisor del 29 de julio de 2025. La presentación describe un Acuerdo de Accionistas entre los Inversores WP, los inversores de GTCR y otros tenedores que coordina la votación en ciertos asuntos relativos a directores. El filing también apunta a 41.215.301 acciones reportadas públicamente como propiedad de GTCR en una Form 4 presentada el 9 de septiembre de 2025 y declara que los Inversores WP renuncian a la propiedad beneficiaria de las acciones registradas a nombre de GTCR, excepto según lo establecido en el acuerdo.
Sotera Health Co의 Schedule 13G/A는 워버그 핀커스 관련 법인들(이하 "WP 투자자들")이 합쳐서 Sotera Health 보통주 103,038,253주를 보유하고 있으며, 이는 발행사가 2025년 7월 29일자 설명서에 기재한 총 발행주식수 284,046,606주 기준으로 전체의 36.3%에 해당한다고 밝힙니다. 제출서류에는 WP 투자자, GTCR 투자자 및 기타 보유자 간의 주주간 협약이 기술되어 있으며, 특정 이사 관련 사안에 대해 의결을 조정한다고 명시되어 있습니다. 또한 이 서류는 GTCR이 2025년 9월 9일 제출한 Form 4에 공개 보고된 41,215,301주를 언급하며, WP 투자자들은 협약에 명시된 경우를 제외하고 GTCR 명의로 기록된 주식에 대한 실질적 소유권을 부인한다고 밝힙니다.
Sotera Health Co indique dans le Schedule 13G/A qu'un groupe d'entités liées à Warburg Pincus (les « investisseurs WP ») détient conjointement un total de 103 038 253 actions ordinaires de Sotera Health, soit 36,3 % des actions en circulation, sur la base de 284 046 606 actions en circulation selon le prospectus de l'émetteur du 29 juillet 2025. le dépôt décrit un pacte d'actionnaires entre les investisseurs WP, les investisseurs GTCR et d'autres détenteurs qui coordonne les votes sur certaines questions liées aux administrateurs. Le dépôt signale également 41 215 301 actions déclarées publiquement comme détenues par GTCR dans une Form 4 déposée le 9 septembre 2025 et précise que les investisseurs WP déclinent la propriété bénéficiaire des actions détenues au registre par GTCR, sauf disposition contraire dans l'accord.
Sotera Health Co gibt in Schedule 13G/A an, dass eine Gruppe von Warburg Pincus-nahen Gesellschaften (die "WP-Investoren") zusammen insgesamt 103.038.253 Aktien der Stammaktien von Sotera Health halten, was 36,3% des ausstehenden Bestands entspricht, basierend auf 284.046.606 ausstehenden Aktien laut dem Prospekt des Emittenten vom 29. Juli 2025. Die Einreichung beschreibt eine Aktionärsvereinbarung zwischen den WP-Investoren, den GTCR-Investoren und weiteren Inhabern, die die Abstimmung in bestimmten Vorstandsangelegenheiten koordiniert. Die Einreichung verweist außerdem auf 41.215.301 Aktien, die in einer am 9. September 2025 eingereichten Form 4 öffentlich als Eigentum von GTCR gemeldet wurden, und erklärt, dass die WP-Investoren das wirtschaftliche Eigentum an von GTCR registermäßig gehaltenen Aktien außer wie im Vertrag geregelt bestreiten.
Positive
Material ownership disclosure: WP Investors collectively report 103,038,253 shares (36.3%) of Sotera Health common stock.
Transparency on basis: Percentage calculated using 284,046,606 shares outstanding per the issuer's July 29, 2025 prospectus.
Negative
Beneficial ownership limitations: WP Reporting Persons expressly disclaim beneficial ownership of shares owned of record by GTCR Sponsors, potentially reducing WP's unilateral control.
Concentrated voting arrangements: Stockholders Agreement coordinates voting with GTCR and other holders, which may limit independent shareholder influence.
Insights
TL;DR: Warburg Pincus entities report a combined 36.3% stake in Sotera Health, a materially large ownership position that could influence governance.
The filing shows the WP Investors and affiliated entities collectively control voting rights for 103,038,253 shares and have shared dispositive power over 61,822,952 shares. The ownership percentage is calculated on 284,046,606 outstanding shares from the issuer's prospectus. This concentration is material for investors because a >35% block can affect board composition and key corporate actions, especially given the Stockholders Agreement with GTCR and other holders. The filing is a standard disclosure amendment clarifying joint filing relationships and disclaimers of beneficial ownership regarding GTCR-held shares.
TL;DR: The Stockholders Agreement and concentrated WP/GTCR holdings create coordinated voting alignment with potential governance impact.
The Schedule 13G/A documents formal governance arrangements: the Stockholders Agreement obligates WP Sponsors and GTCR Sponsors to vote certain shares for director elections and contains transfer restrictions and indemnities. The filing emphasizes that WP Reporting Persons disclaim beneficial ownership of GTCR-recorded shares, yet the agreement indicates coordinated voting. For governance reviewers, the combination of contractual voting commitments and a large stake warrants attention to director nomination rights and any transfer or voting restrictions embedded in the agreement (as described in Item 4).
Sotera Health Co nel modulo Schedule 13G/A dichiara che un gruppo di entità collegate a Warburg Pincus (gli "Investitori WP") detiene congiuntamente un totale di 103.038.253 azioni ordinarie di Sotera Health, pari al 36,3% del capitale sociale in circolazione, basato su 284.046.606 azioni in circolazione secondo il prospetto della società del 29 luglio 2025. La documentazione descrive un Accordo tra Azionisti tra gli Investitori WP, gli investitori GTCR e altri azionisti che coordina il voto su determinate questioni relative ai membri del consiglio. Il filing segnala inoltre 41.215.301 azioni riportate pubblicamente come di proprietà di GTCR in una Form 4 depositata il 9 settembre 2025 e dichiara che gli Investitori WP rinunciano alla titolarità beneficiaria delle azioni detenute da GTCR per registro, salvo quanto previsto dall'accordo.
Sotera Health Co en el Schedule 13G/A revela que un grupo de entidades relacionadas con Warburg Pincus (los "Inversores WP") poseen conjuntamente un total de 103.038.253 acciones ordinarias de Sotera Health, lo que representa el 36,3% de las acciones en circulación, según 284.046.606 acciones en circulación según el prospecto del emisor del 29 de julio de 2025. La presentación describe un Acuerdo de Accionistas entre los Inversores WP, los inversores de GTCR y otros tenedores que coordina la votación en ciertos asuntos relativos a directores. El filing también apunta a 41.215.301 acciones reportadas públicamente como propiedad de GTCR en una Form 4 presentada el 9 de septiembre de 2025 y declara que los Inversores WP renuncian a la propiedad beneficiaria de las acciones registradas a nombre de GTCR, excepto según lo establecido en el acuerdo.
Sotera Health Co의 Schedule 13G/A는 워버그 핀커스 관련 법인들(이하 "WP 투자자들")이 합쳐서 Sotera Health 보통주 103,038,253주를 보유하고 있으며, 이는 발행사가 2025년 7월 29일자 설명서에 기재한 총 발행주식수 284,046,606주 기준으로 전체의 36.3%에 해당한다고 밝힙니다. 제출서류에는 WP 투자자, GTCR 투자자 및 기타 보유자 간의 주주간 협약이 기술되어 있으며, 특정 이사 관련 사안에 대해 의결을 조정한다고 명시되어 있습니다. 또한 이 서류는 GTCR이 2025년 9월 9일 제출한 Form 4에 공개 보고된 41,215,301주를 언급하며, WP 투자자들은 협약에 명시된 경우를 제외하고 GTCR 명의로 기록된 주식에 대한 실질적 소유권을 부인한다고 밝힙니다.
Sotera Health Co indique dans le Schedule 13G/A qu'un groupe d'entités liées à Warburg Pincus (les « investisseurs WP ») détient conjointement un total de 103 038 253 actions ordinaires de Sotera Health, soit 36,3 % des actions en circulation, sur la base de 284 046 606 actions en circulation selon le prospectus de l'émetteur du 29 juillet 2025. le dépôt décrit un pacte d'actionnaires entre les investisseurs WP, les investisseurs GTCR et d'autres détenteurs qui coordonne les votes sur certaines questions liées aux administrateurs. Le dépôt signale également 41 215 301 actions déclarées publiquement comme détenues par GTCR dans une Form 4 déposée le 9 septembre 2025 et précise que les investisseurs WP déclinent la propriété bénéficiaire des actions détenues au registre par GTCR, sauf disposition contraire dans l'accord.
Sotera Health Co gibt in Schedule 13G/A an, dass eine Gruppe von Warburg Pincus-nahen Gesellschaften (die "WP-Investoren") zusammen insgesamt 103.038.253 Aktien der Stammaktien von Sotera Health halten, was 36,3% des ausstehenden Bestands entspricht, basierend auf 284.046.606 ausstehenden Aktien laut dem Prospekt des Emittenten vom 29. Juli 2025. Die Einreichung beschreibt eine Aktionärsvereinbarung zwischen den WP-Investoren, den GTCR-Investoren und weiteren Inhabern, die die Abstimmung in bestimmten Vorstandsangelegenheiten koordiniert. Die Einreichung verweist außerdem auf 41.215.301 Aktien, die in einer am 9. September 2025 eingereichten Form 4 öffentlich als Eigentum von GTCR gemeldet wurden, und erklärt, dass die WP-Investoren das wirtschaftliche Eigentum an von GTCR registermäßig gehaltenen Aktien außer wie im Vertrag geregelt bestreiten.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Sotera Health Co
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83601L102
(CUSIP Number)
09/05/2025
(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
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 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") September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission on September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
61,822,952.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
SCHEDULE 13G
CUSIP No.
83601L102
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
103,038,253.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
61,822,952.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,038,253.00
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)
36.3 %
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. 2 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), of which 41,215,301 shares of Common Stock are publicly reported as being owned by the GTCR Investors in such entities' Form 4, filed with the Commission September 9, 2025. Although the WP 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 WP 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 WP 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
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. 2 to Schedule 13G is being filed jointly by Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI GP"), is the general partner of each of (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") and (iv) Warburg Pincus XI Partners, L.P. ("Warburg Pincus XI Partners"). WP Global LLC ("WP Global"), is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II"), is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC"), is the general partner of WPP II. Warburg Pincus & Co. ("WP"), is the managing member of WPP GP LLC. Warburg Pincus (Cayman) XI, L.P. ("WP XI Cayman GP"), is the general partner of 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"). 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."
Warburg Pincus XI-C, LLC ("WP XI-C LLC"), is the general partner of WP XI Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman"), is the managing member of WP XI-C LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("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 managing member of WP Bull Manager. Warburg Pincus LLC, a New York limited liability company ("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-C, WP XI LP, WP Global, WPP II, WPP GP LLC, WP Cayman, Warburg Pincus XI-C, WPP II Cayman, Warburg Pincus (Bermuda), 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 103,038,253 shares of Common Stock of the Issuer (approximately 36.3% of the outstanding shares of Common Stock of the Issuer), including 41,215,301 shares of Common Stock of the Issuer that are publicly reported as being owned by the GTCR Sponsors and 61,822,952 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 41,215,301 shares of Common Stock of the Issuer indicated in this Amendment No. 2 to Schedule 13G as being beneficially owned by the GTCR Sponsors is derived from the GTCR Sponsors' Form 4, filed with the Commission on September 9, 2025, and is not purported to be an accurate representation of the GTCR Sponsors' beneficial ownership as of the date of this Amendment No. 2 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 284,046,606 shares of Common Stock outstanding as of July 29, 2025 as reported on the Issuer's final prospectus reported on Form 424B7, filed on September 3, 2025.
(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:
103,038,253
(iii) Sole power to dispose or to direct the disposition of:
0.00
(iv) Shared power to dispose or to direct the disposition of:
61,822,952
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.
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. 2 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.
WP XI Partners, L.P.
Signature:
/s/ Warburg Pincus XI, L.P.
Name/Title:
Warburg Pincus XI, L.P / General Partner
Date:
09/09/2025
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
WARBURG PINCUS PRIVATE EQUITY XI, L.P.
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti, Partner
Date:
09/09/2025
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Partner
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
WARBURG PINCUS XI PARTNERS, L.P.
Signature:
/s/ Warburg Pincus XI, L.P.
Name/Title:
Warburg Pincus XI, L.P. / General Partner
Date:
09/09/2025
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
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:
09/09/2025
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
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:
09/09/2025
Signature:
/s/ Warburg Pincus XI-C, LLC
Name/Title:
Warburg Pincus XI-C, LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II (Cayman), L.P.
Name/Title:
Warburg Pincus Partners II (Cayman), L.P. / Managing Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
09/09/2025
BULL CO-INVEST L.P.
Signature:
/s/ WP Bull Manager LLC
Name/Title:
WP Bull Manager LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Memeber
Date:
09/09/2025
WARBURG PINCUS XI, L.P.
Signature:
/s/ WP Global LLC
Name/Title:
WP Global LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Manging Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners GP LLC.
Name/Title:
Warburg Pincus Partners GP LLC. / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Manging Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
WP GLOBAL LLC
Signature:
/s/ Warburg Pincus Partners II, L.P.
Name/Title:
Warburg Pincus Partners II, L.P. / Managing Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partners
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co / Managing Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
WARBURG PINCUS PARTNERS II, L.P.
Signature:
/s/ Warburg Pincus Partners GP LLC
Name/Title:
Warburg Pincus Partners GP LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
WARBURG PINCUS PARTNERS GP LLC.
Signature:
/s/ Warburg Pincus & Co.
Name/Title:
Warburg Pincus & Co. / Managing Member
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti
Date:
09/09/2025
WARBURG PINCUS & CO.
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Partner
Date:
09/09/2025
WARBURG PINCUS (CAYMAN) XI, L.P.
Signature:
/s/ Warburg Pincus XI-C, LLC
Name/Title:
Warburg Pincus XI-C, LLC / General Partner
Date:
09/09/2025
Signature:
/s/ Warburg Pincus Partners II (Cayman), L.P.
Name/Title:
Warburg Pincus Partners II (Cayman), L.P. / Managing Member
Date:
09/09/2025
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
09/09/2025
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:
09/09/2025
Signature:
/s/ Warburg Pincus (Bermuda) Private Equity GP Ltd.
Name/Title:
Warburg Pincus (Bermuda) Private Equity GP Ltd. / General Partner
Date:
09/09/2025
Signature:
/s/ / Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
09/09/2025
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:
09/09/2025
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
09/09/2025
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Authorised Signatory
Date:
09/09/2025
WARBURG PINCUS LLC
Signature:
/s/ Harsha Marti
Name/Title:
Harsha Marti / Managing Director
Date:
09/09/2025
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.
What stake does Warburg Pincus report in Sotera Health (SHC)?
The filing reports an aggregate of 103,038,253 shares, representing 36.3% of Sotera Health common stock based on 284,046,606 shares outstanding.
How was the 36.3% ownership percentage calculated for SHC?
The percentage is calculated using 284,046,606 shares outstanding as of July 29, 2025 per the issuer's final prospectus on Form 424B7.
Does Warburg Pincus claim sole beneficial ownership of all reported shares of SHC?
No. The WP Reporting Persons expressly disclaim beneficial ownership
What governance arrangements are described in the Schedule 13G/A for SHC?
The filing references a Stockholders Agreement
Are the GTCR holdings included in WP's aggregate amount?
The filing states the WP Investors and GTCR Investors together hold 103,038,253 shares, and separately notes 41,215,301 shares publicly reported as owned by GTCR in a Form 4 filed September 9, 2025.
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