WARBURG PINCUS & CO. - 13 May 2026 Form 4 Insider Report for Sotera Health Co (SHC)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
15 May 2026, 16:48:45 UTC
Prior SEC filing
10 Mar 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
See Exhibit 99.1

Key filing fact

WARBURG PINCUS & CO. filed Form 4 for Sotera Health Co (SHC) on 15 May 2026.

Key facts

  • This page summarizes WARBURG PINCUS & CO.'s Form 4 filing for Sotera Health Co (SHC).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 15 May 2026, 16:48.

Change

  • Previous filing in this sequence was filed on 10 Mar 2026.
  • Current net transaction value: -$289,753,576.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (10)

CIK 0000929408 Primary reporting owner

WARBURG PINCUS & CO.

Relationship
Director, 10%+ Owner
Address
450 LEXINGTON AVENUE, NEW YORK, NY
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001832693

Bull Co-Invest L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001540163

Warburg Pincus Private Equity XI, L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, 450 LEXINGTON AVENUE
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0002014247

Bull Holdco L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001658787

Warburg Pincus Partners II, L.P.

Relationship
Director, 10%+ Owner
Address
450 LEXINGTON AVENUE, C/O WARBURG PINCUS LLC, NEW YORK
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001540166

Warburg Pincus Private Equity XI-B, L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, 450 LEXINGTON AVENUE
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001540386

Warburg Pincus XI Partners, L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001540167

Warburg Pincus XI, L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, 450 LEXINGTON AVENUE
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001540385

WP Global LLC

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK
Signature
See Exhibit 99.1
Signature date
15 May 2026
CIK 0001540164

WP XI Partners, L.P.

Relationship
Director, 10%+ Owner
Address
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, 450 LEXINGTON AVENUE
Signature
See Exhibit 99.1
Signature date
15 May 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
SHC transaction

Common Stock, $0.01 par value per share ("Common Stock")

Sale

Transaction value
$289,753,576
Shares
-19,102,952
Change %
-100%
Price
$15.17
Shares after
0
Date
13 May 2026
Ownership
See Footnote
Footnotes
F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

WARBURG PINCUS & CO. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

SEC remarks

Form 1 of 2. Two reports are filed that relate to the same transactions. See Form 2 of 2 for additional reporting entities.

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