GTCR CO-INVEST XI LP 4
4 · Sotera Health Co · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
Sotera Health (SHC) 10% Owner GTCR Investment XI LLC Sells 10M Shares
What Happened GTCR Investment XI LLC (a 10% owner through affiliated GTCR XI Funds) sold 10,000,000 shares of Sotera Health Company (SHC) in an underwritten public secondary offering on March 6, 2026. The shares were sold at $15.27 each for total gross proceeds of $152,700,000. This was a sale (liquidity event) by an institutional investor rather than an executive purchase.
Key Details
- Transaction date and price: March 6, 2026 — 10,000,000 shares sold at $15.27 per share (total $152,700,000).
- Ownership after transaction: GTCR XI Funds hold 12,735,301 shares total (Fund XI/A: 10,107,727; Fund XI/C: 2,546,564; Co-Invest XI: 81,010).
- Structure/footnotes: Sale executed in an underwritten secondary offering by the GTCR XI Funds (filing footnotes). GTCR Investment XI LLC is the general partner/manager for some of these funds and may be deemed to share beneficial ownership; individual board members disclaim beneficial ownership except to the extent of any pecuniary interest.
- Timeliness: Reported on Form 4 filed March 10, 2026 for a March 6 transaction — filed within the Section 16 two-business-day window (on time).
- Transaction code: S = Sale (secondary offering).
Context This is an institutional secondary offering/sale by a private-equity affiliated owner (GTCR) and is a liquidity/exit-type event rather than an insider signaling purchase. For retail investors, purchases by insiders can be more indicative of personal bullishness; large institutional sales like this are common when private holders monetize positions after an IPO or during company liquidity events.
Insider Transaction Report
- Sale
Common Stock, $0.01 par value per share ("Common Stock")
[F1][F2][F3][F4][F5]2026-03-06$15.27/sh−10,000,000$152,700,000→ 12,735,301 total(indirect: See Footnote)
Footnotes (5)
- [F1]On March 6, 2026, the GTCR XI Funds (as defined below) sold a total of 10,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
- [F2]Following the Offering, consists of (i) 10,107,727 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 2,546,564 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 81,010 shares of Common Stock held directly by GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together with Fund XI/A and Fund XI/C, the "GTCR XI Funds").
- [F3]GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI" and together with the GTCR XI Funds and Partners XI/A&C, the "GTCR Entities"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock.
- [F4]Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein.
- [F5]Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity.