{"url_path":"/sec/shc/8-k/2026-05-13/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1822479/0001193125-26-221630-index.html","accession_number":"0001193125-26-221630","cik":"0001822479","ticker":"SHC","issuer_name":"Sotera Health Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1822479/0001193125-26-221630-index.html","primary_entity_key":"0001822479","primary_entity_name":"Sotera Health Co"},"word_count":322,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events\n\nOn May 11, 2026, the Company, certain stockholders named in Schedule 2 thereto (the “Selling Stockholders”) and Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”) relating to the sale of 31,838,253 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) by the Selling Stockholders, at a price of $15.168 per share, subject to and upon the terms and conditions set forth therein (the “Offering”). On May 13, 2026, the Selling Stockholders sold the Shares to the Underwriter pursuant to the Underwriting Agreement. The Company did not issue or sell any shares of Common Stock in that transaction and will not receive any proceeds from the sale of the Shares by the Selling Stockholders. None of the Company’s executive officers participated in the sale of the Shares in the Offering.\n\nThe Selling Stockholders are affiliates of the Company’s prior private equity sponsors, Warburg Pincus LLC and GTCR LLC (collectively, the “Sponsors”), which have historically had special rights relating to the Company’s corporate governance, including the right to designate directors to serve on the Company’s board of directors (the “Board”). As a result of the completion of the Offering, the Sponsors will no longer own any Common Stock. The Company’s existing Stockholders Agreement terminated as a result, ending the Sponsors’ special corporate governance rights. Existing directors on the Board previously designated by the Sponsors are not, however, required to resign from the Board or its committees and may serve until the end of their terms.\n\nThe foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the validity of the Shares, is filed as Exhibit 5.1 hereto."}