WARBURG PINCUS & CO. 4

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.