Sotera Health Co. (SHC) Announces Secondary Offering of Common Stock

Sotera Health Company (Nasdaq: SHC) (the “Company”) today announced the launch of a secondary offering (the “Offering”) of 25,000,000 shares of its common stock, par value $0.01 per share. All 25,000,000 shares are being offered for sale by certain affiliates of Warburg Pincus LLC (“Warburg Pincus”) and GTCR LLC (“GTCR”) as selling stockholders. No other entities, and no individuals, are selling shares in the Offering. It is expected that, as a result of the Offering, the Company’s sponsors (affiliates of Warburg Pincus and GTCR) will cease to own a majority of the Company’s outstanding common stock, which will affect certain sponsor rights and related matters. These rights are described in the Company’s most recently filed annual general meeting proxy statement. The Company is not offering any shares in the Offering and will not receive any of the proceeds from the Offering. The Company will pay the expenses of the Offering pursuant to its obligations under its Amended and Restated Registration Rights Agreement.

Citigroup is acting as the underwriter for the Offering. The underwriter will offer the shares from time to time in one or more transactions on the Nasdaq, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.

The Offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the Offering may be obtained, when available, from: Citigroup, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 1-800-831-9146.

A registration statement relating to these securities was filed with the Securities and Exchange Commission on February 27, 2024, and became effective automatically.

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