Warburg Pincus & Co. - Dec 3, 2025 Form 4 Insider Report for Sotera Health Co (SHC)

Signature
See Exhibit 99.1
Stock symbol
SHC
Transactions as of
Dec 3, 2025
Transactions value $
-$158,727,600
Form type
4
Date filed
12/5/2025, 08:43 PM
Previous filing
Nov 12, 2025

Reporting Owners (8)

Name Relationship Address Signature Signature date CIK
WARBURG PINCUS & CO. Director, 10%+ Owner 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0000929408
Warburg Pincus Private Equity XI-C, L.P. Director, 10%+ Owner C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0001550877
Warburg Pincus (Cayman) XI, L.P. Director, 10%+ Owner C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0001554853
Warburg Pincus XI-C, LLC Director, 10%+ Owner C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0001554852
Warburg Pincus Partners II (Cayman), L.P. Director, 10%+ Owner 450 LEXINGTON AVENUE, C/O WARBURG PINCUS LLC, NEW YORK See Exhibit 99.1 2025-12-05 0001658820
Warburg Pincus (Bermuda) Private Equity GP Ltd. Director, 10%+ Owner C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0001555729
WARBURG PINCUS LLC Director, 10%+ Owner 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0001162870
Warburg Pincus Partners GP LLC Director, 10%+ Owner C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE, NEW YORK See Exhibit 99.1 2025-12-05 0001621224

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 -$159M -9.72M -22.18% $16.33 34.1M Dec 3, 2025 See Footnote F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 3, 2025, certain of the Warburg Pincus Entities (as defined below) sold a total of 9,720,000 shares of Common Stock of Sotera Health Company (the "Issuer") pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Sale").
F2 Following the Sale, consists of (i) 27,291,923 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (ii) 6,811,029 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest").
F3 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").
F4 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 collectively referred to herein as the "Warburg Pincus Entities."
F5 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.
F6 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.

Remarks:

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