GTCR CO-INVEST XI LP 4

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.