WARBURG PINCUS & CO. 4

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.