GTCR CO-INVEST XI LP 4
4 · Sotera Health Co · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sotera Health (SHC) 10% Owner GTCR Investment XI Sells Shares
What Happened GTCR Investment XI LLC, reported as a 10% owner of Sotera Health Company (SHC), sold 12,735,301 shares of Sotera Health common stock on May 13, 2026 at $15.17 per share, generating proceeds of approximately $193,169,046. The shares were sold in an underwritten public secondary offering (a large institutional sale), so this is a disposition rather than a purchase.
Key Details
- Transaction date and price: May 13, 2026 — 12,735,301 shares sold at $15.17 each.
- Total proceeds: ~$193.17 million (as reported).
- Transaction type: Sale in an underwritten public secondary offering (per footnote F1).
- Shares owned after transaction: Not specified in the filing excerpt provided.
- Reporting relationship and note: The sale was effected by GTCR Fund XI/A LP, GTCR Fund XI/C LP and GTCR Co‑Invest XI LP (the "GTCR XI Funds"); GTCR Investment XI LLC is general partner of certain GTCR entities and is managed by a board of managers (see footnotes F2–F4). Individual board members disclaim beneficial ownership except to the extent of pecuniary interest.
- Timeliness: Form 4 filed May 15, 2026 for a May 13 transaction (filing appears timely).
Context This was an institutional secondary offering by GTCR-affiliated funds—a common mechanism for private equity investors to monetize holdings after an IPO or during a liquidity event. Such large sales by a 10% owner reflect portfolio management or exit activity by the investment firm and do not by themselves indicate management-level sentiment about Sotera’s near-term prospects.
Insider Transaction Report
- Sale
Common Stock, $0.01 par value per share ("Common Stock")
[F1][F2][F3][F4]2026-05-13$15.17/sh−12,735,301$193,169,046→ 0 total(indirect: See Footnote)
Footnotes (4)
- [F1]On May 13, 2026, GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and 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"), sold a total of 12,735,301 shares of Common Stock of Sotera Health Company in an underwritten public secondary offering.
- [F2]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.
- [F3]Each of Partners XI/A&C, 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.
- [F4]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.