Sotera Health Co Schedule 13G: Sachem Head and affiliated entities report shared voting and dispositive power over 15,560,000 shares of Common Stock, representing 5.46% of the class. The filing also reports 11,450,000 shares attributable to Sachem Head GP (4.02%), based on 285,166,994 shares outstanding as reported in the issuer's Form 10-Q filed May 5, 2026.
The statement lists the Reporting Persons (Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson) and explains shared voting/dispositive arrangements among affiliated funds and managers.
Positive
None.
Negative
None.
Insights
Sachem Head reports a modest, shared 5.46% stake in Sotera Health.
The filing documents that Sachem Head and affiliated entities hold shared voting and dispositive power over 15,560,000 shares (5.46%) using the May 5, 2026 outstanding base of 285,166,994 shares. Ownership is reported through fund and GP structures, with attribution across multiple reporting persons.
Cash‑flow treatment and any planned dispositions are not stated in the excerpt; subsequent amendments or filings could disclose transactions or changes in voting arrangements.
Filing emphasizes shared control via fund/GP relationships rather than sole beneficial ownership.
The statement clarifies that SH Management and Sachem Head GP serve as general partners of affiliated funds and that Mr. Ferguson is managing member, which explains the reported shared voting and dispositive powers. The statement disclaims admitting beneficial ownership under Section 13.
Investors should note the filing's structural attributions; any material change in the composition of holdings would typically appear in an amendment to this Schedule 13G.
Key Figures
Shares with shared power:15,560,000 sharesSachem Head GP shares:11,450,000 sharesOutstanding shares used:285,166,994 shares+2 more
5 metrics
Shares with shared power15,560,000 sharesreported shared voting/dispositive power
Sachem Head GP shares11,450,000 sharesattributed to Sachem Head GP LLC
Outstanding shares used285,166,994 sharesbasis per Form 10-Q filed May 5, 2026
Percent of class (Sachem Head)5.46%percentage of class for 15,560,000 shares
Percent of class (Sachem Head GP)4.02%percentage of class for 11,450,000 shares
"Shared Dispositive Power 15,560,000.00 9 15,560,000.00"
Schedule 13Gregulatory
"Item 1. | (a) | Name of issuer: Sotera Health Co"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Joint Acquisition Statementlegal
"EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)"
What stake does Sachem Head report in Sotera Health (SHC)?
Sachem Head reports shared voting and dispositive power over 15,560,000 shares, representing 5.46% of the class based on 285,166,994 shares outstanding reported in the Form 10-Q filed May 5, 2026.
Which entities are named as Reporting Persons in the Schedule 13G?
The filing is by Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson, each listed with Delaware organization and shared control roles over reported fund holdings.
How is the 11,450,000 share figure attributed in the filing?
The filing attributes 11,450,000 shares of shared voting and dispositive power to Sachem Head GP LLC, representing 4.02% of the outstanding shares as calculated using the issuer's May 5, 2026 Form 10-Q base.
Does the Schedule 13G state whether proceeds or sales will occur?
No. The excerpt documents ownership and shared voting/dispositive power but does not state any planned sales, proceeds recipients, or transaction timing in the provided text.
What outstanding share base does the filing use to calculate percentages?
Percentages are calculated using an outstanding share count of 285,166,994 shares of Common Stock, as reported in the issuer's Form 10-Q filed on May 5, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sotera Health Co
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83601L102
(CUSIP Number)
05/11/2026
(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
Sachem Head Capital Management 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
15,560,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,560,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,000.00
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)
5.46 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 285,166,994 shares of Common Stock outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2026).
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
Uncas 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
15,560,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,560,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,000.00
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)
5.46 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 285,166,994 shares of Common Stock outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2026).
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
Sachem Head 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
11,450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,450,000.00
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)
4.02 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 285,166,994 shares of Common Stock outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2026).
SCHEDULE 13G
CUSIP Number(s):
83601L102
1
Names of Reporting Persons
Ferguson Scott D.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,560,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,560,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,560,000.00
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)
5.46 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 285,166,994 shares of Common Stock outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2026).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sotera Health Co
(b)
Address of issuer's principal executive offices:
9100 South Hills Blvd, Suite 300, Broadview Heights, OH 44147
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Sachem Head Capital Management LP, a Delaware limited partnership ("Sachem Head");
(ii) Uncas GP LLC, a Delaware limited liability company ("SH Management");
(iii) Sachem Head GP LLC, a Delaware limited liability company ("Sachem Head GP"); and
(iv) Scott D. Ferguson, a citizen of the United States of America ("Mr. Ferguson").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
Sachem Head serves as investment advisor to certain affiliated funds, including Sachem Head LP, a Delaware limited partnership ("SH"), Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands ("SHM"), and SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands ("Stony Creek"), and as such may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the shares of Common Stock (as defined in Item 2(d) below) held by SH, SHM, and Stony Creek.
SH Management serves as the sole general partner of Sachem Head, and as such may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the shares of Common Stock reported herein. Sachem Head GP serves as the general partner of certain affiliated funds, including SH and SHM, and as such may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the shares of Common Stock held by SH and SHM. Mr. Ferguson serves as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP, and as such may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the shares of Common Stock reported herein.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, 34th Floor, New York, New York 10019.
(c)
Citizenship:
Sachem Head is a Delaware limited partnership. Each of SH Management and Sachem Head GP is a Delaware limited liability company. Mr. Ferguson is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
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 for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages used herein are calculated based upon 285,166,994 shares of Common Stock outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2026).
(b)
Percent of class:
See response to Item 11 on the cover page for each Reporting Person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page for each Reporting Person
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page for each Reporting Person
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page for each Reporting Person
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page for each Reporting Person
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.
See Item 2.
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.
Not Applicable
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.
Sachem Head Capital Management LP
Signature:
/s/ Scott D. Ferguson
Name/Title:
Managing Member
Date:
05/15/2026
Uncas GP LLC
Signature:
/s/ Scott D. Ferguson
Name/Title:
Managing Member
Date:
05/15/2026
Sachem Head GP LLC
Signature:
/s/ Scott D. Ferguson
Name/Title:
Managing Member
Date:
05/15/2026
Ferguson Scott D.
Signature:
/s/ Scott D. Ferguson
Name/Title:
Managing Member
Date:
05/15/2026
Exhibit Information
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: May 15, 2026
SACHEM HEAD CAPITAL MANAGEMENT LP
By: Uncas GP LLC, its General Partner
By: /s/ Scott D. Ferguson
Scott D. Ferguson
Managing Member
UNCAS GP LLC
By: /s/ Scott D. Ferguson
Scott D. Ferguson
Managing Member
SACHEM HEAD GP LLC
By: /s/ Scott D. Ferguson
Scott D. Ferguson
Managing Member
/s/ Scott D. Ferguson
Scott D. Ferguson
