UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement |
On May 13, 2026, the stockholders’ agreement (the “Stockholders Agreement”) by and among Sotera Health Company (the “Company”) and the stockholders party thereto, dated as of November 19, 2020, terminated pursuant to its terms as described below under Item 8.01.
A description of the terms of the Stockholders Agreement is found under the caption “Certain Relationships and Related Party Transactions—Stockholders Agreement” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2026 and supplemented on May 5, 2026, which description is incorporated by reference herein.
Such description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
The information set forth under Item 8.01 with respect to the Stockholders Agreement is incorporated by reference into this Item 1.02.
| Item 8.01 | Other Events |
On 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.
The 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.
The 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 11, 2026, among the Company, Goldman Sachs & Co. LLC, as underwriter, and the selling stockholders named in Schedule 2 thereto. | |
| 5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP. | |
| 10.1 | Stockholders Agreement (filed as Exhibit 10.9 to the Company’s Annual Report for the year ended December 31, 2020) | |
| 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included as part of Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sotera Health Company | ||||||
| (Registrant) | ||||||
| Date: May 13, 2026 | By: | /s/ Jonathan M. Lyons | ||||
| Jonathan M. Lyons | ||||||
| Senior Vice President and Chief Financial Officer | ||||||