SHC · Sotera Health Company

This filing reports a pivotal ownership and governance transition for Sotera Health Company: the complete exit of its former private equity sponsors, Warburg Pincus LLC and GTCR LLC, via a secondary public offering of 31,838,253 shares on May 13, 2026. The transaction was executed under an Underwriting Agreement dated May 11, 2026, with Goldman Sachs & Co. LLC acting as sole underwriter. Critically, the Company itself did not issue new shares nor receive any proceeds — this was a purely secondary sale by existing shareholders. The departure eliminates all sponsor-specific governance rights previously embedded in the Stockholders Agreement, most notably the contractual right to designate directors to the Board. While the two directors previously appointed by the Sponsors remain seated for the duration of their current terms, the Board’s composition and oversight structure is now fully independent of private equity influence. This marks a definitive shift toward a publicly owned, sponsor-free corporate governance model — a milestone often associated with enhanced strategic autonomy, reduced related-party complexity, and potential re-rating by investors focused on long-term operational execution rather than sponsor-driven initiatives. The timing coincides with the effectiveness of an automatic shelf registration statement (File No. 333-277418), indicating preparedness for future capital markets activity, though no new financing or equity issuance by the Company was undertaken here.