Sotera Health Co 8-K

What Happened

• Sotera Health Co (the Company) announced that the Stockholders Agreement dated November 19, 2020 terminated pursuant to its terms on May 13, 2026. The filing (Form 8-K) incorporates by reference the description of that agreement from the Company’s Definitive Proxy Statement on Schedule 14A (filed April 8, 2026 and supplemented May 5, 2026).
• The Stockholders Agreement is filed as Exhibit 10.1 to the 8-K (originally filed as Exhibit 10.9 to the Company’s 2020 Annual Report). The 8-K also includes an Underwriting Agreement dated May 11, 2026 among the Company, Goldman Sachs & Co. LLC (as underwriter), and certain selling stockholders (filed as Exhibit 1.1).

Key Details

• Termination date: May 13, 2026. Original Stockholders Agreement date: November 19, 2020.
• Proxy disclosure describing the Stockholders Agreement: Definitive Proxy Statement on Schedule 14A (filed April 8, 2026; supplemented May 5, 2026).
• Exhibits filed: Exhibit 10.1 (Stockholders Agreement), Exhibit 1.1 (Underwriting Agreement dated May 11, 2026 with Goldman Sachs & Co. LLC).
• Legal opinion and consent included: Exhibit 5.1 (Cleary Gottlieb opinion) and Exhibit 23.1 (consent).

Why It Matters

• The Stockholders Agreement likely contained governance, transfer and registration rights among certain holders; its termination can change contractual rights or restrictions that affected those stockholders.
• Investors should review the filed Stockholders Agreement (Exhibit 10.1) and the proxy disclosure for specifics on which provisions ended and which parties were affected. The presence of a May 11, 2026 Underwriting Agreement suggests related transaction activity involving selling stockholders; review that exhibit for details about any planned sales or offerings.