SCHEDULE: GTCR & Warburg Pincus Maintain Significant Stake in Sotera Health

GTCR Reporting Persons, in conjunction with Warburg Pincus, collectively hold 36.3% of Sotera Health Co.'s common stock under a joint voting agreement.

Summary

• GTCR Reporting Persons, including GTCR Investment XI LLC and several GTCR funds, filed an Amendment No. 3 to Schedule 13G for Sotera Health Co.
• The GTCR Reporting Persons, along with Warburg Pincus Investors, collectively beneficially own 103,038,253 shares of Sotera Health Co. common stock.
• This aggregate ownership represents approximately 36.3% of the 284,046,606 outstanding shares as of July 29, 2025.
• The GTCR XI Funds directly own 41,215,301 shares, while Warburg Pincus Sponsors own 61,822,952 shares.
• A Stockholders Agreement, dated November 19, 2020, mandates that both GTCR and Warburg Pincus vote their shares in a specific manner regarding the election of certain directors.
• GTCR Reporting Persons disclaim beneficial ownership of shares held by Warburg Pincus or other investors, except as defined by the Stockholders Agreement.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership and existing governance arrangements. The continued significant stake by major institutional investors (GTCR and Warburg Pincus) can be viewed positively as a sign of confidence and stability, but it does not introduce new positive or negative operational news.

Positives

• The continued significant ownership by major institutional investors like GTCR and Warburg Pincus indicates a long-term commitment to Sotera Health Co.
• The Stockholders Agreement provides a structured approach to corporate governance, particularly concerning director elections, which can lead to stability.

Risks

• The concentration of a significant portion of voting power (36.3%) in the hands of two major institutional groups (GTCR and Warburg Pincus) could limit the influence of other shareholders on corporate decisions.
• Potential for disagreements between the GTCR and Warburg Pincus groups, despite the Stockholders Agreement, could lead to governance challenges.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on beneficial ownership disclosure.

Industry Context

This filing reflects the ongoing significant influence of private equity firms, GTCR and Warburg Pincus, in Sotera Health Co., a common characteristic in companies that have recently transitioned from private ownership or have strong institutional backing. Their continued large stake suggests a belief in the company's long-term prospects within the healthcare services or sterilization industry, where such strategic partnerships are often crucial for growth and market positioning.

Comparison to Industry Standards

• The combined 36.3% ownership by two major private equity groups (GTCR and Warburg Pincus) is a substantial stake, typical for companies where private equity sponsors retain significant control post-IPO or through strategic investments.
• This level of concentrated ownership is comparable to other publicly traded companies that maintain strong ties to their founding private equity investors, such as how Apollo Global Management maintains a significant stake in Athene Holding Ltd. or how Blackstone Group has historically held large positions in its portfolio companies after public listings.
• The existence of a Stockholders Agreement governing voting on director elections is a standard governance mechanism in such scenarios, ensuring alignment and control for the major shareholders, similar to agreements seen in companies like Hilton Worldwide Holdings Inc. post-Blackstone's IPO.

Corporate Governance

Related Party Transactions

• The Stockholders Agreement between GTCR Investors, Warburg Pincus Investors, and other holders of Common Stock of the Issuer can be considered a related party transaction, as it governs their collective voting and certain other rights.

Stakeholder Impact

• Shareholders: The significant combined ownership and voting agreement between GTCR and Warburg Pincus means these two entities exert substantial control over the company, potentially limiting the influence of minority shareholders on major decisions.
• Management: The structured governance via the Stockholders Agreement provides a clear framework for board composition and strategic oversight, potentially offering stability but also requiring alignment with the major investors' interests.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of beneficial ownership and confirms existing governance arrangements. It does not contain new financial or operational information that would warrant a change in investment recommendation. The continued significant stake by major institutional investors like GTCR and Warburg Pincus suggests stability and long-term commitment, but without additional performance data, a 'hold' recommendation is appropriate.

Keywords

Sotera Health Co., GTCR, Warburg Pincus, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investors, Corporate Governance, Stockholders Agreement, SHC