Sessa Capital and related entities have disclosed a significant ownership stake in Sotera Health Co. As of 12/31/2025, they report beneficial ownership of 20,550,000 shares of Sotera Health common stock, representing 7.23% of the outstanding class.
Sessa Capital (Master), L.P. holds 15,919,619 shares (5.60%), and Sessa Capital Special Opportunity Fund II, L.P. holds 4,630,381 shares (1.63%). All reporting persons, including John Petry, have shared voting and dispositive power over these shares and no sole voting or dispositive power.
The filing is on Schedule 13G, and the reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Sotera Health, other than in connection with certain nomination activities referenced in the certification.
Positive
None.
Negative
None.
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, $0.01 par value 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
Sessa Capital (Master), 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
15,919,619.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,919,619.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,919,619.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
83601L102
1
Names of Reporting Persons
Sessa Capital Special Opportunity Fund II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,630,381.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,630,381.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,630,381.00
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)
1.63 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
83601L102
1
Names of Reporting Persons
Sessa Capital 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
20,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,550,000.00
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)
7.23 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
83601L102
1
Names of Reporting Persons
Sessa Capital IM, 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
20,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,550,000.00
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)
7.23 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
83601L102
1
Names of Reporting Persons
Sessa Capital IM 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
20,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,550,000.00
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)
7.23 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
83601L102
1
Names of Reporting Persons
John Petry
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
20,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,550,000.00
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)
7.23 %
12
Type of Reporting Person (See Instructions)
IN
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:
(i) Sessa Capital (Master), L.P.
(ii) Sessa Capital Special Opportunity Fund II, L.P.
(iii) Sessa Capital GP, LLC
(iv) Sessa Capital IM, L.P.
(v) Sessa Capital IM GP, LLC
(vi) John Petry
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
888 Seventh Avenue, 30th Floor, New York, NY 10019
(c)
Citizenship:
(i) Sessa Capital (Master), L.P. - a Cayman Islands exempted limited partnership
(ii) Sessa Capital Special Opportunity Fund II, L.P. - a Delaware limited partnership
(iii) Sessa Capital GP, LLC - a Delaware limited liability company
(iv) Sessa Capital IM, L.P. - a Delaware limited partnership
(v) Sessa Capital IM GP, LLC - a Delaware limited liability company
(vi) John Petry - a United States citizen
(d)
Title of class of securities:
Common Stock, $0.01 par value 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).
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
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.
What stake in Sotera Health Co (SHC) does Sessa Capital report?
Sessa Capital and related entities report owning 20,550,000 Sotera Health shares, representing 7.23% of the common stock. This sizable holding gives them shared voting and dispositive power but no sole control over any of the reported shares.
How are Sotera Health (SHC) shares distributed among Sessa Capital funds?
Sessa Capital (Master), L.P. reports beneficial ownership of 15,919,619 Sotera Health shares, or 5.60% of the class. Sessa Capital Special Opportunity Fund II, L.P. holds 4,630,381 shares, or 1.63%, with both positions reported under a broader 20,550,000-share stake.
What type of SEC filing did Sessa Capital submit for Sotera Health (SHC)?
The investment group filed a Schedule 13G concerning Sotera Health common stock. A Schedule 13G is a beneficial ownership report typically used by investors who certify they are not seeking to change or influence control of the issuer through their holdings.
Does Sessa Capital seek control of Sotera Health Co (SHC) with this stake?
The reporting persons specifically certify the shares were not acquired and are not held to change or influence control of Sotera Health. They also state the holdings are not part of any control transaction, other than limited nomination-related activities cited in the certification language.
What voting power does Sessa Capital have over Sotera Health (SHC) shares?
All reporting persons disclose zero sole voting power and zero sole dispositive power over Sotera Health shares. Instead, they report shared voting and shared dispositive power over up to 20,550,000 shares, reflecting coordinated control among the related entities and John Petry.
Who are the reporting persons in the Sotera Health (SHC) Schedule 13G?
The filing lists six reporting persons: Sessa Capital (Master), L.P., Sessa Capital Special Opportunity Fund II, L.P., Sessa Capital GP, LLC, Sessa Capital, L.P., another Sessa Capital GP, LLC entry, and John Petry. All share the same principal business address in New York.
