GTCR INVESTMENT XI LLC - 05 Sep 2025 Form 4 Insider Report for Sotera Health Co (SHC)

Signature
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP
Issuer symbol
SHC
Transactions as of
05 Sep 2025
Net transactions value
-$120,888,000
Form type
4
Filing time
09 Sep 2025, 20:41:57 UTC
Previous filing
09 Sep 2024
Next filing
07 Nov 2025

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
GTCR INVESTMENT XI LLC Director, 10%+ Owner 300 NORTH LASALLE STREET, SUITE 5600, CHICAGO /s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP 09 Sep 2025 0001827977
GTCR FUND XI/A LP Director, 10%+ Owner 300 NORTH LASALLE STREET, SUITE 5600, CHICAGO /s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/C LP 09 Sep 2025 0001591434
GTCR FUND XI/C LP Director, 10%+ Owner 300 NORTH LASALLE STREET, SUITE 5600, CHICAGO /s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP 09 Sep 2025 0001591436
GTCR CO-INVEST XI LP Director, 10%+ Owner 300 NORTH LASALLE STREET, SUITE 5600, CHICAGO /s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP 09 Sep 2025 0001591432
GTCR PARTNERS XI/A&C LP Director, 10%+ Owner 300 NORTH LASALLE STREET, SUITE 5600, CHICAGO /s/ Jeffery Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC 09 Sep 2025 0001828028

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHC Common Stock, $0.01 par value per share ("Common Stock") Sale $120,888,000 -8,000,000 -16% $15.11 41,215,301 05 Sep 2025 See Footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 5, 2025, the GTCR XI Funds (as defined below) sold a total of 8,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
F2 Following the Offering, consists of (i) 32,711,677 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 8,241,453 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 262,171 shares of Common Stock held directly by GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together with Fund XI/A and Fund XI/C, the "GTCR XI Funds").
F3 GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI" and together with the GTCR XI Funds and Partners XI/A&C, the "GTCR Entities"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock.
F4 Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein.
F5 Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity.