WARBURG PINCUS & CO. 4

What Happened
Warburg Pincus & Co., reported as a 10% owner, sold 15,000,000 shares of Sotera Health Company (SHC) common stock in an underwritten public secondary offering on March 6, 2026. The shares were sold at $15.27 per share for aggregate gross proceeds of approximately $229,050,000. This was a disposition (sale), not a purchase or option exercise.

Key Details

• Transaction date: 2026-03-06 (reported on Form 4 filed 2026-03-10).
• Transaction type/code: Sale (S) — underwritten public secondary offering.
• Shares sold: 15,000,000; Price per share: $15.27; Total value: ~$229,050,000.
• Shares owned after transaction: Bull Holdco L.P. — 15,287,717 shares; Bull Co‑Invest L.P. — 3,815,235 shares; combined reported holding = 19,102,952 shares.
• Footnotes: sale executed via an underwritten secondary offering; complex ownership structure across multiple Warburg Pincus entities (see filing). Each entity disclaims beneficial ownership except to the extent of any pecuniary interest.
• Filing notes: Form 1 of 2 — additional reporting entities/coverage appear on a companion filing (see Form 2 of 2).

Context

• This is an institutional sale by a private equity owner (Warburg Pincus entities), not an executive insider trade; such secondary offerings are commonly used to monetize holdings.
• Sales do not necessarily signal management’s view of the company’s prospects; retail investors should consider this as a liquidity event by a large shareholder rather than an operational signal.