WARBURG PINCUS & CO. 4
4 · Sotera Health Co · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sotera Health (SHC) Warburg Pincus & Co. Sells 19.1M Shares
What Happened
Warburg Pincus & Co., reported as a greater-than-10% owner of Sotera Health Company (SHC), sold 19,102,952 shares on May 13, 2026. The shares were sold in an underwritten public secondary offering at $15.17 per share, generating total proceeds of $289,753,576. The Form 4 was filed on May 15, 2026.
Key Details
- Transaction date: 2026-05-13 (Sale; code S)
- Price: $15.17 per share
- Shares sold: 19,102,952
- Total value: $289,753,576
- Filing date: 2026-05-15 (timely filing; within standard Section 16 reporting window)
- Shares owned after transaction: Not specified in this Form 4 (this is Form 1 of 2; see Form 2 of 2 for additional reporting entities)
- Notable footnotes: Transaction executed in an underwritten public secondary offering (F1). Multiple affiliated Warburg Pincus entities are involved; each entity disclaims beneficial ownership except for any pecuniary interest (F2–F5).
Context
This was an institutional sale by affiliated Warburg Pincus entities as part of a marketed secondary offering—not an individual executive open-market trade. Secondary offerings are shareholder liquidity events involving existing holders; they do not, by themselves, convey management’s view of the company. See the related Form 2 of 2 for additional reporting entities involved in the same transaction.
Insider Transaction Report
Form 4Exit
WARBURG PINCUS & CO.
Director10% Owner
Transactions
- Sale
Common Stock, $0.01 par value per share ("Common Stock")
[F1][F2][F3][F4][F5]2026-05-13$15.17/sh−19,102,952$289,753,576→ 0 total(indirect: See Footnote)
Footnotes (5)
- [F1]On May 13, 2026, certain of the Warburg Pincus Entities (as defined below) sold a total of 19,102,952 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
- [F2]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").
- [F3]The WP XI Funds, Bull Co-Invest L.P. ("Bull Co-Invest"), Bull Holdco L.P. ("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.
- [F4]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.
- [F5]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|2026-05-15