[SCHEDULE 13G] Sotera Health Company SEC Filing

Rhea-AI Filing Summary

Sculptor Capital and affiliated entities report collective beneficial ownership of 14,750,000 common shares of Sotera Health Company, representing 5.19% of the outstanding class based on 284,046,606 shares. The stake is held across multiple related reporting persons (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 reporting shared voting and dispositive power of 14,750,000 shares and no sole voting or dispositive power. The filing states these shares are held in accounts managed by Sculptor and Sculptor-II and calculates percentages using the issuer’s 424B7 disclosed share count. The filing includes certifications that the position was not acquired to change or influence control of the issuer.

Positive

• Clear disclosure of a >5% position (14,750,000 shares, 5.19%) by Sculptor and affiliates
• Consolidated reporting across related entities clarifies ownership and control relationships
• Filing classified as Schedule 13G, indicating the position is represented as passive rather than an attempt to influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: A Delaware-based investment manager group reports a >5% passive stake in Sotera Health, disclosed under Schedule 13G.

The filing shows Sculptor and affiliated entities collectively hold 14.75 million shares, or 5.19% of Sotera Health, with shared voting and dispositive power across the reporting entities and no sole control. This is reported on a Schedule 13G, indicating the filer contends the position is passive and not intended to influence control. The ownership percentage is calculated using 284,046,606 outstanding shares per the issuer’s 424B7. For investors, a >5% passive stake signals a significant shareholder position that may be monitored for any future change in intent or transition to an active filing.

Corporate Governance Expert

TL;DR: Multiple related entities disclosed coordinated beneficial ownership, consistent with common fund/advisory structures.

The schedule identifies a group of related Sculptor entities that may be deemed beneficial owners under SEC rules due to management and ownership relationships. All reporting persons declare shared voting and dispositive authority for the full stake, and the filing includes the required certification that the holdings are not for the purpose of changing control. The structure and cross-references to parent and general partner relationships are clearly disclosed, aiding transparency for governance and regulatory review.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sotera Health Company

(Name of Issuer)

Common Stock, par value of $0.01 per share

(Title of Class of Securities)

83601L102

(CUSIP Number)

09/04/2025

(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 14,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,750,000.00

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)

5.19 %

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 14,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,750,000.00

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)

5.19 %

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 14,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,750,000.00

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)

5.19 %

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 14,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,750,000.00

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)

5.19 %

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 14,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,750,000.00

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)

5.19 %

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 14,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,750,000.00

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)

5.19 %

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 of $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: 14,750,000
(b)	Percent of class: 5.19%
(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: 14,750,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 14,750,000
Item 5.	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. 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 284,046,606 Common Shares outstanding, as set forth in the Issuer's 424B7 filed September 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)(K), so indicate under Item 3(k) 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/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	09/11/2025

Sculptor Capital II LP

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	09/11/2025

Sculptor Capital Holding Corp

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	09/11/2025

Sculptor Capital Holding II LLC

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / Chief Financial Officer
Date:	09/11/2025

Sculptor Capital Management, Inc.

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	09/11/2025

Sculptor Master Fund, Ltd.

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	09/11/2025

FAQ

How many Sotera Health (SHC) shares does Sculptor report owning?

Sculptor and affiliated entities report beneficial ownership of 14,750,000 shares of Sotera Health common stock.

What percentage of SHC does the 14,750,000-share stake represent?

The filing states the position represents 5.19% of the outstanding common shares, based on 284,046,606 shares outstanding.

Do any Sculptor entities claim sole voting or dispositive power over the SHC shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; all 14,750,000 shares are reported with shared voting and dispositive power.

Which Sculptor entities are named in the Schedule 13G for SHC?

The filing names 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.

Was the stake reported on a Schedule 13G or 13D and what does that imply?

It was reported on a Schedule 13G, which the filers use to indicate the position is passive and not intended to change or influence control of the issuer.