WARBURG PINCUS & CO. 4
4 · Sotera Health Co · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
Sotera Health (SHC) 10% Owner Warburg Pincus Sells 15M Shares
What Happened
Warburg Pincus & Co. (reported as a 10% owner) sold 15,000,000 shares of Sotera Health Company (SHC) in an underwritten public secondary offering on March 6, 2026. The shares were sold at $15.27 per share for aggregate proceeds of $229,050,000. This transaction is a sale (liquidation of holdings by an institutional owner), not a purchase.
Key Details
- Transaction date and price: March 6, 2026 — 15,000,000 shares sold at $15.27 each. Total value ≈ $229,050,000. (F1)
- Ownership after transaction: filings indicate Bull Holdco L.P. held 15,287,717 shares and Bull Co-Invest L.P. held 3,815,235 shares following the Offering. These and related entities are part of the broader Warburg Pincus group. (F2)
- Structure/footnotes: This was an underwritten public secondary offering by certain Warburg Pincus entities. Multiple affiliated entities are reported and disclaim beneficial ownership except to the extent of any pecuniary interest; see filings for entity relationships and disclaimers. (F1–F6)
- Multiple reports: This is "Form 2 of 2" — two reports were filed that relate to the same transactions (see Form 1 of 2 for additional reporting entities). (Remarks)
- Filing timing: The Form 4 was filed March 10, 2026, reporting the March 6 transaction. Retail investors may want to check whether reporting met Section 16 timeliness requirements.
Context
- This sale was an institutional secondary offering by Warburg Pincus entities (a 10% owner), not an executive insider sale; such transactions often reflect portfolio/liquidity management rather than an officer/director vote of confidence or concern.
- Footnotes show a complex holding structure (multiple limited partnerships and management entities). The entities jointly reported the offering and include disclaimers about direct beneficial ownership — consult the full filing for entity-level detail.
Insider Transaction Report
Form 4
WARBURG PINCUS & CO.
Director10% Owner
Transactions
- Sale
Common Stock, $0.01 par value per share ("Common Stock")
[F1][F2][F3][F4][F5][F6]2026-03-06$15.27/sh−15,000,000$229,050,000→ 19,102,952 total(indirect: See Footnote)
Footnotes (6)
- [F1]On March 6, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 15,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
- [F2]Following the Offering, consists of (i) 15,287,717 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (iii) 3,815,235 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest").
- [F3]Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI GP"), is the general partner of each of (i) Warburg Pincus Private Equity XI, L.P. ("WP XI"), (ii)Warburg Pincus Private Equity XI-B, L.P. ("WP XI-B"), (iii) WP XI Partners, L.P. ("WP XI Partners") and (iv) Warburg Pincus XI Partners, L.P. ("Warburg Pincus XI Partners"). WP Global LLC ("WP Global"), is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II"), is the managing member of WP Global.Warburg Pincus Partners GP LLC ("WPP GP LLC"), is the general partner of WPP II. Warburg Pincus & Co. ("WP"), is the managing member of WPP GP LLC.Warburg Pincus (Cayman) XI, L.P. ("WP XI Cayman GP"), is the general partner of Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C" and, together with WP XI,WP XI-B, WP XI Partners and Warburg Pincus XI Partners, the "WP XI Funds").
- [F4]The WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
- [F5]Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock, if any. The WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.
- [F6]Warburg Pincus XI-C, LLC ("WP XI-C LLC"), is the general partner of WP XI Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman"), is the managing member of WP XI-C LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP"), is the general partner of WPP II Cayman. WP Bull Manager LLC ("WP Bull Manager"), is the general partner of Bull Co-Invest. WP is managing member of WP Bull Manager. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP XI Funds. The WP XI Funds share limited partnership ownership in Bull Holdco on a pro rata basis in accordance with their respective numbers of Contributed Shares.
Signature
See Exhibit 99.1|2026-03-10