SCHEDULE 13G/A: GTCR & Warburg Pincus Maintain 20% Stake in Sotera Health
Amendment to Beneficial Ownership Report
GTCR and Warburg Pincus Investors jointly report a continued 20.0% beneficial ownership in Sotera Health Co. through an amended Schedule 13G filing.
Summary
- GTCR Investment XI LLC and its affiliated funds (GTCR Reporting Persons) have filed an Amendment No. 5 to Schedule 13G for Sotera Health Co.
- The GTCR Reporting Persons, in conjunction with Warburg Pincus Investors, collectively beneficially own 56,838,253 shares of Sotera Health Co. Common Stock.
- This aggregate ownership represents approximately 20.0% of the 284,093,929 outstanding shares of Common Stock as of October 28, 2025.
- Of the total, GTCR XI Funds own 22,735,301 shares, while Warburg Pincus Sponsors own 34,102,952 shares, as reported in their Form 4 on December 5, 2025.
- A Stockholders Agreement, established on November 19, 2020, governs certain arrangements, including voting on director elections, between the Issuer, Warburg Pincus Sponsors, GTCR XI Funds, and other investors.
- The GTCR Reporting Persons disclaim beneficial ownership and dispositive power over shares held by Warburg Pincus Sponsors, except as explicitly defined by the Stockholders Agreement.
Sentiment
Score: 6
Explanation: The filing reports a significant, stable institutional ownership stake (20%) by two prominent private equity firms, GTCR and Warburg Pincus. This indicates continued long-term interest and potential stability in the company's shareholder base, which is generally a neutral to slightly positive signal. The filing is an amendment, suggesting the ownership structure is largely consistent with previous reports, thus not introducing new, highly impactful information.
Positives
- The continued significant aggregate ownership (20.0%) by major institutional investors like GTCR and Warburg Pincus may signal long-term confidence and commitment to Sotera Health Co.
Risks
- The existence of a Stockholders Agreement among significant institutional holders (GTCR and Warburg Pincus) could lead to concentrated voting power, potentially influencing corporate decisions in ways that may not always align with all minority shareholders.
- The disclaimer of beneficial ownership by GTCR over Warburg Pincus's shares, despite shared voting power under the Stockholders Agreement, introduces a layer of complexity in understanding ultimate control.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on beneficial ownership reporting.
Industry Context
This Schedule 13G filing indicates a significant, stable institutional ownership structure for Sotera Health Co., with two major private equity firms, GTCR and Warburg Pincus, maintaining a substantial combined stake. Such filings are common for companies with a history of private equity backing, where these firms continue to hold large positions post-IPO, often influencing corporate governance and strategic direction through their voting power and board representation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Governance Arrangement | The Stockholders Agreement, entered into on November 19, 2020, sets forth certain governance arrangements, including agreements on how the Warburg Pincus Sponsors and GTCR XI Funds will vote their shares on matters related to the election of certain directors appointed by these groups. | 2020-11-19 | This agreement formalizes the influence of these significant shareholders on board composition and strategic direction, ensuring their interests are represented in key corporate decisions. |
Related Party Transactions
- The Stockholders Agreement between the Issuer, Warburg Pincus Sponsors, GTCR XI Funds, and other investors defines a related party arrangement concerning governance and voting rights, particularly for director elections.
Stakeholder Impact
- Shareholders: The significant combined ownership of 20.0% by GTCR and Warburg Pincus, governed by a Stockholders Agreement, indicates concentrated voting power that can influence corporate strategy and board composition. This provides stability but also means minority shareholders' votes may have less individual impact on certain matters.
Key Dates
| Date | Description |
|---|---|
| 2020-11-19 | Date the Stockholders Agreement was entered into by the Issuer, Warburg Pincus Sponsors, GTCR XI Funds, and other investors. |
| 2022-02-11 | Date of the Agreement of Joint Filing by GTCR entities, incorporated by reference as Exhibit A to Amendment No. 1 to Schedule 13G. |
| 2025-10-28 | Date as of which 284,093,929 shares of Common Stock were outstanding, as reported in the Issuer's final prospectus supplement. |
| 2025-11-07 | Date the Issuer's final prospectus supplement was filed pursuant to Rule 424(b)(7). |
| 2025-12-03 | Date of the event which requires the filing of this Amendment No. 5 to Schedule 13G. |
| 2025-12-05 | Date Warburg Pincus Sponsors' Form 4 was filed with the Commission, reporting their ownership of 34,102,952 shares. |
| 2025-12-19 | Date of the signature for this Amendment No. 5 to Schedule 13G. |
Keywords
Sotera Health Co., GTCR, Warburg Pincus, Schedule 13G, Beneficial Ownership, Institutional Investors, Common Stock, Stockholders Agreement, Corporate Governance
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