Welcome to our dedicated page for Sotera Health Co SEC filings (Ticker: SHC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sotera Health Company's SEC filings document financial results, governance matters, capital-structure activity and material events for a Nasdaq-listed healthcare services company. Form 8-K filings report operating results, Regulation FD disclosures, earnings materials, leadership succession items, board appointments, committee assignments and underwriting agreements tied to secondary sales of common stock by selling stockholders.
Proxy materials describe annual meeting proposals, director elections, advisory executive compensation votes and auditor ratification. The filings also identify SHC's common stock, par value $0.01 per share, as listed on The Nasdaq Stock Market and provide formal exhibits such as underwriting agreements, legal opinions and press releases related to reported company events.
Sotera Health Company reported the results of its 2026 annual meeting of stockholders held on May 21, 2026. Stockholders elected four Class III directors to three-year terms ending at the 2029 annual meeting and continuing until their successors are elected and qualified.
Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Sotera Health Company entered into Amendment No. 7 to its First Lien Credit Agreement, under which 2026 Refinancing Term Lenders will provide term loans to Sotera Health Holdings, LLC in an aggregate principal amount of $1,415,914,725.62. The amendment mainly reprices existing debt by reducing the interest rate spread by 0.25% across term loans under the facility.
The repriced term loans will bear interest at Adjusted Term SOFR plus 2.25%, with an option to elect Alternate Base Rate plus 1.25% or Adjusted Daily Simple SOFR plus 2.25%. The loans carry a 1.00% soft call premium for certain repricing transactions within six months of the amendment’s effective date, amortize at 1.00% per year, and mature on May 30, 2031.
Warburg Pincus entities file an exit Schedule 13G/A for Sotera Health Co. As of May 13, 2026, the Warburg Pincus Reporting Persons state they no longer own any shares of Common Stock of Sotera Health Co; the filing is described as an exit filing.
The amendment lists the group members and their relationships and incorporates a joint filing agreement as Exhibit 99.1.
Sotera Health Co disclosed that investment entities affiliated with Warburg Pincus sold 19,102,952 shares of Common Stock of Sotera Health in an underwritten public secondary offering on May 13, 2026 at $15.168 per share.
After this transaction, the reporting Warburg Pincus entities reported zero shares of Sotera Health common stock in this filing and describe themselves collectively as the Warburg Pincus Entities, which may hold pecuniary interests through a complex partnership structure.
Sotera Health Co large shareholder entities affiliated with Warburg Pincus reported a major disposition of Common Stock. On May 13, 2026, certain Warburg Pincus Entities sold 19,102,952 shares of Sotera Health common stock in an underwritten public secondary offering. The reported indirect holdings for this line item fell to 0 shares following the transaction, and the entities disclaim beneficial ownership beyond any pecuniary interest.
Sotera Health Co disclosed that investment funds affiliated with GTCR sold 12,735,301 shares of Common Stock in an underwritten public secondary offering at $15.168 per share. These shares were held indirectly through GTCR XI funds and related entities.
Following this transaction, the reporting GTCR entities report zero shares of Sotera Health Common Stock held. The GTCR entities are described as directors-by-deputization for Section 16 purposes, and individual members of the GTCR board of managers disclaim beneficial ownership except for any pecuniary interest.
GTCR Reporting Persons exit Sotera Health Co. This Amendment No. 7 states that, as of May 13, 2026, the GTCR Reporting Persons no longer beneficially own any shares of Sotera Health Co. common stock (CUSIP 83601L102). The filing is an exit/amendment under Rule 13d-1(k) and attaches a joint filing agreement as Exhibit 99.1.
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.
Sotera Health Company disclosed a large secondary share sale and a change in its governance structure. On May 11, 2026, certain selling stockholders affiliated with prior private equity sponsors Warburg Pincus LLC and GTCR LLC agreed to sell 31,838,253 shares of common stock at $15.168 per share to Goldman Sachs & Co. LLC under an underwriting agreement. The transaction closed on May 13, 2026. The company did not issue any new shares and will not receive proceeds from this sale, and none of its executive officers participated.
After completion of the sale, the sponsors no longer own any common stock. As a result, the existing Stockholders Agreement terminated, ending the sponsors’ special corporate governance rights, including director designation rights. Directors previously designated by the sponsors may remain on the board and its committees until their current terms end.
Sotera Health Company resale offering: 31,838,253 shares of common stock are being offered by selling stockholders pursuant to this prospectus supplement. The company will not receive proceeds from these sales; proceeds will go to the selling stockholders.
The shares are being offered at a public offering price of $15.27 per share, with underwriting discounts of $0.102 per share. Delivery is expected on or about May 13, 2026. The Sponsors (affiliates of Warburg Pincus and GTCR) are expected to hold no remaining shares and will cease to have the related governance rights described in the offering materials following completion of this offering. Shares outstanding were 285,166,994 as of April 28, 2026.