GTCR CO-INVEST XI LP 4

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.