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 (10% Owner) Sells 19.1M Shares
What Happened
- Warburg Pincus & Co., reported as a 10% owner, sold 19,102,952 shares of Sotera Health Company (SHC) on May 13, 2026. The shares were sold in an underwritten public secondary offering at $15.17 per share, generating proceeds of approximately $289,753,576. This transaction is a sale by an institutional holder (secondary offering), not a company stock issuance.
Key Details
- Transaction date and price: May 13, 2026 — 19,102,952 shares @ $15.17 per share.
- Reported proceeds: ~$289,753,576.
- Shares owned after transaction: Not specified in this Form 4 (see related Form 1 of 2 for other reporting entities).
- Footnotes: Multiple Warburg Pincus-related entities are listed and disclaim beneficial ownership except to the extent of pecuniary interest; the filing aggregates related entities. See footnotes for the detailed entity structure and disclaimers.
- Filing timing: Form filed May 15, 2026 for a May 13 transaction — appears timely (filed within two business days).
Context
- This was an institutional secondary offering: existing holders sold shares to the public, so proceeds go to sellers (Warburg Pincus entities), not the company. Institutional sales like this are routine liquidity events and do not directly signal insider confidence the way executive purchases might.
- Two Form 4 reports were filed relating to the same transactions (this is Form 2 of 2); check the companion filing (Form 1 of 2) for information on other reporting entities and post-transaction holdings.
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