SHC on Nasdaq

Sotera Health Co

In its 2026 annual report the company says: “We are a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. We provide end-to-end sterilization as well as microbiological and analytical lab testing and advisory services to help ensure that medical, pharmaceutical and food products are safe for healthcare practitioners, patients and consumers in the United States and around the world.”5 It is headquartered in Wilmington, United States.2 Its shares trade on Nasdaq under the symbol SHC.2

Price unavailable

Last updated Oct 21, 2026.

Overview

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  • TickerSHC on Nasdaq2
  • IndustryServices-Misc Health & Allied Services, NEC2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address9100 South Hills Blvd, Suite 300, Broadview Heights, Oh 441473
  • Filer categoryLarge accelerated filer3
  • Legal formLimited Liability Company2
  • LEI549300OVT7MBXFLOFU202
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 57124062

We are a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. We are driven by our mission: Safeguarding Global Health ® . We provide end-to-end sterilization as well as microbiological and analytical lab testing and advisory services to help ensure that medical, pharmaceutical and food products are safe for healthcare practitioners, patients and consumers in the United States and around the world. In 2025, our customers included over 40 of the top 50 medical device companies and nine of the top ten global pharmaceutical companies (based on revenue). Our services are an essential aspect of our customers’ manufacturing processes and supply chains, helping to ensure sterilized medical products reach healthcare practitioners and patients. Most of our services are necessary for our customers to satisfy …5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

55.5%Gross margin6
6.7%Net margin6
5.7%Revenue growth, 20256
12.9%Return on equity6
3.51×Debt to equity6
$149.2MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Service brought in 86% of the revenue Sotera Health Co broke down this way in fiscal 2025.

  1. Service$995.8M686%up 6% from 2024
  2. Product$167.9M614%up 6% from 2024
Products and services by year
Products and services202320242025
Service$905.6M$941.8M$995.8M
Product$143.7M$158.6M$167.9M

Business segments

Sterigenics brought in 65% of the revenue Sotera Health Co broke down this way in fiscal 2025.

  1. Sterigenics$755.8M665%up 8% from 2024
  2. Nelson Labs$220.2M619%down 4% from 2024
  3. Nordion$187.6M616%up 8% from 2024
Business segments by year
Business segments202320242025
Sterigenics$667.1M$697.9M$755.8M
Nelson Labs$221.7M$229.2M$220.2M
Nordion$160.5M$173.4M$187.6M

Regions

United States brought in 54% of the revenue Sotera Health Co broke down this way in fiscal 2025.

  1. United States$629.5M654%up 2% from 2024
  2. Europe$232.2M620%up 18% from 2024
  3. Canada$221.9M619%up 6% from 2024
  4. Other Geographical Areas$79.9M67%up 1% from 2024
Regions by year
Regions202320242025
United States$591.0M$616.7M$629.5M
Europe$187.5M$196.0M$232.2M
Canada$192.1M$208.9M$221.9M
Other Geographical Areas$78.7M$78.9M$79.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue45¢$518.1M
  • Selling, general and admin22¢$252.8M
  • Other costs21¢$245.3M
  • Income tax6¢$69.6M
  • Profit7¢$77.9M

Out of $1.2B in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Capital spending48¢$138.0M
  • Kept or used elsewhere52¢$149.2M

Out of $287.2M of cash from operations.6

Financial statements

Revenue789106$1.2B in 2025+50% since 2019
0$500.0M$1.0B$1.5B2019: $778.3M$778.3M20192020: $818.2M$818.2M2020+5%2021: $931.5M$931.5M2021+14%2022: $1.0B$1.0B2022+8%2023: $1.0B$1.0B2023+5%2024: $1.1B$1.1B2024+5%2025: $1.2B$1.2B2025+6%
Gross profit789106$645.5M in 2025+63% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $395.4M$395.4M20192020: $443.6M$443.6M2020+12%2021: $518.7M$518.7M2021+17%2022: $557.0M$557.0M2022+7%2023: $577.2M$577.2M2023+4%2024: $602.3M$602.3M2024+4%2025: $645.5M$645.5M2025+7%
Operating income78910$297.6M in 2024+62% since 2019
0$100.0M$200.0M$300.0M2019: $183.6M$183.6M20192020: $206.0M$206.0M2020+12%2021: $256.7M$256.7M2021+25%2022: $248.3M$248.3M2022−3%2023: $276.7M$276.7M2023+11%2024: $297.6M$297.6M2024+8%
Net income789106$77.9M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M$200.0M2019: -$20.9M-$20.9M20192020: -$38.6M-$38.6M2020+85%2021: $116.9M$116.9M20212022: -$233.6M-$233.6M20222023: $51.4M$51.4M20232024: $44.4M$44.4M2024−14%2025: $77.9M$77.9M2025+76%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Total net revenues$1.2B$1.1B$1.0B
Total cost of revenues$518.1M$498.1M$472.1M
Gross profit$645.5M$602.3M$577.2M
Selling, general and administrative expenses$252.8M$242.6M$236.7M
Amortization of intangible assets$30.7M$62.0M$63.8M
Interest expense, net$155.7M$164.7M$142.9M
Loss on refinancing of debt$1.5M$24.2M$0
Foreign exchange loss$947.0K$199.0K$159.0K
Other income, net-$8.5M-$5.3M-$7.4M
Income before income taxes$147.5M$113.9M$106.0M
Provision for income taxes$69.6M$69.5M$54.7M
Net income$77.9M$44.4M$51.4M
Pension and post-retirement benefits (net of taxes of $600, $2,804 and $(3,420), respectively)$2.4M$8.5M-$10.5M
Interest rate derivatives (net of taxes of $(718), $(1,856) and $(5,467), respectively)-$2.1M-$5.4M-$15.7M
Foreign currency translation$98.1M-$118.6M$40.2M
Comprehensive income (loss)$176.4M-$71.2M$65.3M
Basic (in dollars per share)$0.27$0.16$0.18
Diluted (in dollars per share)$0.27$0.16$0.18
Basic (in shares)284.0M shares282.8M shares281.0M shares
Diluted (in shares)286.4M shares284.9M shares283.2M shares
Pension and post-retirement benefits, tax$600.0K$2.8M-$3.4M
Interest rate swaps, tax-$718.0K-$1.9M-$5.5M

Compare Sotera Health Co with another company

Corporate structure

Sotera Health Co sits at the top of its group. 40 entities, 14 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Sotera Health Co

  • Sotera Health Co Wilmington, Delaware, United States
    • Companhia Brasileira de Esterilização Subsidiary · Brazil
    • DEROSS Holding B.V. Subsidiary · Netherlands
    • Nelson Laboratories Bozeman, LLC Subsidiary · Delaware, United States
    • Nelson Laboratories Fairfield Holdings, LLC Subsidiary · Delaware, United States
    • Nelson Laboratories Fairfield, Inc. Subsidiary · New Jersey, United States
    • Nelson Laboratories Holdings, LLC Subsidiary · Delaware, United States
    • Nelson Laboratories, LLC Subsidiary · Delaware, United States
    • Nelson Labs NV Subsidiary · Belgium
    • Nordion (Canada) Inc. Subsidiary · Canada
    • Nordion (US) Inc. Subsidiary · Delaware, United States
    • Nordion US Holdings LLC Subsidiary · Delaware, United States
    • Regulatory Compliance Associates Inc. Subsidiary · Delaware, United States
    • REVISS Services (UK) Limited Subsidiary · United Kingdom
    • RSI Leasing, LLC Subsidiary · California, United States
    • Sotera Health Holdings, LLC Subsidiary · Delaware, United States
    • Sotera Health Services, LLC Subsidiary · Delaware, United States
    • Sterigenics Belgium Fleurus S.A. Subsidiary · Belgium
    • Sterigenics Belgium Petit Rechain S.A. Subsidiary · Belgium
    • Sterigenics Brasil Participaçãos EIRELI Subsidiary · Brazil
    • Sterigenics Costa Rica, S.R.L. Subsidiary · Costa Rica
    • Sterigenics Denmark A/S Subsidiary · Denmark
    • Sterigenics EO Canada, Inc. Subsidiary · Canada
    • Sterigenics France S.A.S. Subsidiary · France
    • Sterigenics Germany GmbH Subsidiary · Germany
    • Sterigenics Italy S.p.A. Subsidiary · Italy
    • and 14 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Sotera Health Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$17.1M6 Dec 31, 2025$11.4M6 Dec 31, 2024+50.0%
Operating-lease assets (leased space)$33.4M6 Dec 31, 2025$27.6M6 Dec 31, 2024+21.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$344.6M6 Dec 31, 2025$277.2M6 Dec 31, 2024+24.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.1B6 Dec 31, 2025$1.1B6 Dec 31, 2024+2.0%
Intangible assets, net (excluding goodwill)$288.2M6 Dec 31, 2025$317.7M6 Dec 31, 2024−9.3%
Indefinite-lived intangibles (excluding goodwill)$102.1M6 Dec 31, 2025$98.1M6 Dec 31, 2024+4.1%
Finite-lived intangibles, gross$386.0M6 Dec 31, 2025$928.4M6 Dec 31, 2024−58.4%
Accumulated amortization$199.8M6 Dec 31, 2025$708.8M6 Dec 31, 2024−71.8%
Finite-lived intangibles, net$186.1M6 Dec 31, 2025$219.6M10 Dec 31, 2024−15.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$54.4M6 Dec 31, 2025$49.2M6 Dec 31, 2024+10.6%
Work in process$2.4M6 Dec 31, 2025$929.0K6 Dec 31, 2024+162.2%
Finished goods$6.6M6 Dec 31, 2025$6.0M6 Dec 31, 2024+9.7%

Properties, in its own words

Our corporate headquarters is in Broadview Heights, Ohio, our Sterigenics headquarters is in Oakbrook, Illinois, our Nelson Labs headquarters is in Taylorsville, Utah and our Nordion headquarters is in Kanata, Ontario, Canada. As of December 31, 2025, we operated 62 facilities in North America, South America, Europe and Asia. The following table identified the number of owned and leased facilities, other than our headquarters listed above. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate our operations, subject to securing regulatory and other approvals discussed above.

Segment(1) · Owned Facilities · Owned/LeasedFacilities(2) · Leased Facilities

The rest of Item 2

Sterigenics · 30 · 3 · 15

Nelson Labs · 5 · 1 · 6

Nordion · 1 · — · 1

(1)Seven of our Sterigenics and Nelson Labs facilities are located at the same address but are considered separate facilities because they require separate infrastructure. Two of our Sterigenics facilities are located at the same address but are considered separate facilities because they provide different sterilization modalities and require separate infrastructure.

(2)Owned/leased facilities are comprised of multiple buildings, with some leased and some owned.

Item 2 of the 10-K filed Feb 24, 2026.5

Leadership

Who has led Sotera Health Co, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Companhia Brasileira de Esterilização Brazil4
  • DEROSS Holding B.V. Netherlands4
  • Nelson Laboratories Bozeman, LLC Delaware4
  • Nelson Laboratories Fairfield Holdings, LLC Delaware4
  • Nelson Laboratories Fairfield, Inc. New Jersey4
  • Nelson Laboratories Holdings, LLC Delaware4
  • Nelson Laboratories, LLC Delaware4
  • Nelson Labs NV Belgium4
  • Nordion (Canada) Inc. Canada4
  • Nordion (US) Inc. Delaware4
  • Nordion US Holdings LLC Delaware4
  • REVISS Services (UK) Limited United Kingdom4
  • RSI Leasing, LLC California4
  • Regulatory Compliance Associates Inc. Delaware4
  • STR C.V. Netherlands4
  • Sotera Health Holdings, LLC Delaware4
  • Sotera Health LLC Delaware4
  • Sotera Health Services, LLC Delaware4
  • Sterigenics Belgium Fleurus S.A. Belgium4
  • Sterigenics Belgium Petit Rechain S.A. Belgium4
  • Sterigenics Brasil Participaçãos EIRELI Brazil4
  • Sterigenics Costa Rica, S.R.L. Costa Rica4
  • Sterigenics Denmark A/S Denmark4
  • Sterigenics EO Canada, Inc. Canada4
All 40 listed subsidiaries
  • Sterigenics France S.A.S. France4
  • Sterigenics Germany GmbH Germany4
  • Sterigenics Italy S.p.A. Italy4
  • Sterigenics NV Belgium4
  • Sterigenics Radiation Technologies Canada, Inc. British Columbia4
  • Sterigenics Radiation Technologies Holdings, LLC Delaware4
  • Sterigenics Radiation Technologies IN, Inc. Indiana4
  • Sterigenics Radiation Technologies, LLC Delaware4
  • Sterigenics S.A.S. France4
  • Sterigenics Shanghai E-beam Ltd. China4
  • Sterigenics Shanghai ETO Ltd. China4
  • Sterigenics Thailand, Ltd. Thailand4
  • Sterigenics U.S., LLC Delaware4
  • Sterigenics UK Limited United Kingdom4
  • Sterigenics, S. de R.L. de C.V. Mexico4
  • Unidade de Esterilização Cotia LTDA Brazil4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Sotera Health Topco, Inc.Sep 2, 2020 to Oct 9, 20203

Timeline

  1. Aug 14, 20268-K Executive or director change38
  2. Aug 6, 20268-K Results of operations39
  3. May 27, 2026New chief executive Alton Shader becomes CEO13
  4. May 22, 20268-K Shareholder vote40
  5. May 20, 20268-K Entered a material agreement; New debt or obligation41
  6. May 13, 20268-K Ended a material agreement; Other events42
  7. May 5, 20268-K Results of operations; Executive or director change43
  8. Mar 16, 20268-K Executive or director change44
  9. Mar 6, 20268-K Other events45
  10. Feb 24, 20268-K Results of operations; Executive or director change46
  11. Feb 5, 20268-K Executive or director change47
  12. Jan 12, 20268-K Results of operations; Regulation FD disclosure48
  13. Nov 10, 20258-K Other events49
  14. Nov 20, 2020New chief executive Michael B. Petras Jr. becomes CEO14
  15. Mar 18, 2015Founded Sotera Health Co is founded2

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.24 a share, on Nov 4, 2025.50

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results39
  2. May 5, 2026Reported quarterly or annual results43
  3. Feb 24, 2026Reported quarterly or annual results46
  4. Jan 12, 2026Reported quarterly or annual results48
  5. Nov 4, 2025Reported quarterly or annual results51
  6. Aug 8, 2025Reported quarterly or annual results52
  7. May 1, 2025Reported quarterly or annual results53
  8. Feb 27, 2025Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

285 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 67 major events, 126 insider forms, 29 large holders, 43 other. The latest 20:

  1. Oct 9, 2026SCHEDULE 13G/A EDGAR
  2. Aug 19, 20264 EDGAR
  3. Aug 17, 2026144 EDGAR
  4. Aug 14, 20268-K EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Aug 14, 2026SCHEDULE 13G/A EDGAR
  7. Aug 11, 20264 EDGAR
  8. Aug 7, 2026144 EDGAR
  9. Aug 7, 20264 EDGAR
  10. Aug 6, 202610-Q EDGAR
  11. Aug 6, 20268-K EDGAR
  12. Jul 30, 2026SCHEDULE 13G/A EDGAR
  13. May 29, 2026SD EDGAR
  14. May 27, 20264 EDGAR
  15. May 27, 20264 EDGAR
  16. May 27, 20263 EDGAR
  17. May 27, 20264 EDGAR
  18. May 27, 20264 EDGAR
  19. May 27, 20264 EDGAR
  20. May 27, 20264 EDGAR

The 285 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

28 open-market trades by officers, directors and large owners since October 2021: 0 buys and 28 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 17, 2026Petras Michael B. Jr.Executive ChairmanSale1,144,515$18.50$21.2MForm 4
Aug 7, 2026Rutz Michael PPresident of SterigenicsSale150,000$18.84$2.8MForm 4
May 13, 2026Warburg Pincus (Cayman) XI, L.P.DirectorSale19,102,952$15.17$289.8MForm 4
May 13, 2026Warburg Pincus XI, L.P.DirectorSale19,102,952$15.17$289.8MForm 4
May 13, 2026GTCR FUND XI/C LPDirectorSale12,735,301$15.17$193.2MForm 4
Mar 6, 2026Warburg Pincus Partners GP LLCDirectorSale15,000,000$15.27$229.1MForm 4
Mar 6, 2026Warburg Pincus Partners II, L.P.DirectorSale15,000,000$15.27$229.1MForm 4
Mar 6, 2026GTCR CO-INVEST XI LPDirectorSale10,000,000$15.27$152.7MForm 4
Dec 8, 2025Petras Michael B. Jr.Executive ChairmanSale750,000$16.45$12.3MForm 4
Dec 3, 2025WARBURG PINCUS LLCDirectorSale9,720,000$16.33$158.7MForm 4
Dec 3, 2025Warburg Pincus Partners GP LLCDirectorSale9,720,000$16.33$158.7MForm 4
Dec 3, 2025GTCR FUND XI/A LPDirectorSale6,480,000$16.33$105.8MForm 4
Nov 10, 2025Warburg Pincus Private Equity XI-C, L.P.DirectorSale18,000,000$15.65$281.7MForm 4
Nov 10, 2025Warburg Pincus Partners II, L.P.DirectorSale18,000,000$15.65$281.7MForm 4
Nov 10, 2025GTCR FUND XI/A LPDirectorSale12,000,000$15.65$187.8MForm 4
Sep 5, 2025Warburg Pincus XI-C, LLCDirectorSale12,000,000$15.11$181.3MForm 4
Sep 5, 2025WARBURG PINCUS & CO.DirectorSale12,000,000$15.11$181.3MForm 4
Sep 5, 2025GTCR INVESTMENT XI LLCDirectorSale8,000,000$15.11$120.9MForm 4
Aug 22, 2025Rutz Michael PPresident of SterigenicsSale126,611$16.38$2.1MForm 4
Sep 6, 2024Warburg Pincus Private Equity XI-C, L.P.DirectorSale15,000,000$15.03$225.4MForm 4

All 28 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael B. Petras, Jr.Chairman and CEO$1.1M$10.7M64
2025Jonathan LyonsSVP, CFO$536.5K$3.1M64
2025Alexander DimitriefFormer SVP and General Counsel$600.0K$2.5M64
2025Michael P. RutzPresident of Sterigenics$500.0K$2.2M64
2024Michael B. Petras, Jr.Chairman and CEO$1.1M$10.4M64
2024Michael P. RutzPresident of Sterigenics$491.9K$2.5M64
2024Alexander DimitriefFormer SVP and General Counsel$600.0K$2.4M64
2024Jonathan LyonsSVP, CFO$493.3K$2.1M64
2023Michael B. Petras, Jr.Chairman and CEO$1.1M$9.7M64
2023Jonathan LyonsSVP, CFO$237.5K$2.2M64
2023Michael P. RutzPresident of Sterigenics$464.6K$2.0M64
2023Alexander DimitriefFormer SVP and General Counsel$600.0K$862.2K64

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Sessa Capital IM, L.P.27,050,000$480.1M8.3%+4,000,000
Darsana Capital Partners LP27,000,000$479.2M2.2%+1,000,000
BlackRock, Inc.24,148,424$428.6M0.0%+3,298,845
Sculptor Capital LP24,000,000$426.0M6.1%+2,282,272
Sachem Head Capital Management LP15,560,000$276.2M5.7%+3,915,000
Vanguard Capital Management LLC12,170,699$216.0M0.0%+1,435,693
Vanguard Portfolio Management LLC11,946,341$212.0M0.0%+1,337,624
Aqr Capital Management LLC10,734,313$186.4M0.1%+4,013,550
Jupiter Topco LLC8,402,106$149.1M0.1%New
State Street Corp8,324,321$147.8M0.0%+1,302,695
Fmr LLC6,173,320$109.6M0.0%+6,144,727
Two Seas Capital LP5,836,053$103.6M4.0%−187,318
Voss Capital, LP5,825,000$103.4M5.2%+953,730
Dimensional Fund Advisors LP5,799,870$102.9M0.0%+280,995
Geode Capital Management, LLC5,219,965$92.7M0.0%+580,066
Irenic Capital Management LP5,141,822$91.3M6.6%+782,474
DME Capital Management, LP4,135,515$73.4M1.9%+2,069,835
Lakewood Capital Management, LP3,979,581$70.6M3.7%−125,000
Norges Bank3,512,499$62.3M0.0%New
ION Fund Management Ltd3,343,648$59.3M7.0%+2,150,258
Morgan Stanley3,075,334$54.6M0.0%+1,012,853
Charles Schwab Investment Management Inc2,803,452$49.8M0.0%+310,179
Dendur Capital LP2,770,000$49.2M2.9%New
Ancora Advisors LLC2,683,637$47.6M0.9%New
Gotham Asset Management, LLC2,206,457$39.2M0.1%+1,059,576

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Sotera Health Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSotera Health Co1
  • CIK0001822479
  • Employer ID (EIN)47-35311615
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8090 Services-Misc Health & Allied Services, NEC1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address9100 South Hills Blvd, Suite 300, Broadview Heights, OH 441471
  • Phone440-262-14101
  • Shares outstanding285,374,795 as of Jul 30, 202612
  • Public float$1.7B as of Jun 30, 20255
  • AuditorErnst & Young LLP, Cleveland, Ohio PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceSep 2, 20201
  • Filings382 in all: 4 (141), 8-K (76), 3 (28), SCHEDULE 13G/A (18), 10-Q (17), 424B7 (12), CORRESP (9), 144 (8)1
    All 34 form types

    DEFA14A (8), 10-K (6), DEF 14A (6), SC 13G/A (6), ARS (4), S-1/A (4), SCHEDULE 13G (4), SD (4), UPLOAD (4), SC 13G (3), 3/A (2), 424B4 (2), 8-K/A (2), DRS (2), DRS/A (2), EFFECT (2), S-1 (2), SEC STAFF LETTER (2), 8-A12B (1), CERT (1), DEFR14A (1), DRSLTR (1), FWP (1), PRE 14A (1), S-3ASR (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 8, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per shareSHCThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Sotera Health Co names in Item 1A of its 10-K filed Feb 24, 2026: 45 risks under these headings, as written.5

  • Risks Related to the Company
  • We depend on a limited number of counterparties to provide the materials and resources we need to operate our business. Any disruption in the availability of, or increases in the price of, EO, Co-60 or our other direct materials, services and supplies, including as a result of geopolitical instability or sanctions against Russia by the United States, Canada, the United Kingdom and/or the European Union, or sanctions by Russia against those countries, may have a material adverse effect on our operating results.
  • We may be subject to evolving changes in environmental, health and safety regulations, which may negatively impact our business.
  • Safety risks associated with the use, storage, transportation and disposal of potentially hazardous materials, such as EO and Co-60, may result in accidents or liabilities that materially affect our results of operations.
  • Potential health risks associated with the use of EO may subject us to future liability claims and associated adverse effects.
  • We are currently defending certain litigation, and we are likely to be subject to additional litigation in the future.
  • We have received an adverse judgment and may in the future receive other adverse judgments in litigation relating to our use, emissions and releases of EO. Despite our belief that these claims are not supported by the science and are otherwise without merit, we have entered and may in the future enter into agreements to settle claims relating to our use, emissions and releases of EO. The resolution of these matters by litigation or settlement may have a negative impact on our financial condition and liquidity in the near and long term.
  • Allegations of our failure to properly perform our services may expose us to potential product liability claims, recalls, penalties and reputational harm or could otherwise cause a material adverse effect on our business.
  • We are subject to extensive regulatory requirements and routine regulatory audits in our operations. We must receive certain permits, licenses and/or regulatory clearance or approval for our operations. Compliance with these regulations is costly, and failure to comply with all laws and regulations or to receive or maintain permits, licenses, clearances or approvals may impact our revenues, profitability, financial condition or value. We may face liability and reputational risks even if we comply with all laws and regulations.
  • Safety risks associated with the transportation of potentially hazardous materials, such as EO and Co-60, may result in accidents or liabilities that materially affect our results of operations.
  • Industry trends could impact the demand for our products and services and could have a material adverse effect on our business.
  • Our business is highly competitive, and if we fail to compete successfully, our business, prospects, financial condition or results of operations may be materially adversely affected.
The other 34 risks
  • The price of our input costs, including labor, raw materials and energy, are subject to inflation and other market risks and our ability to pass through increases in our input costs is highly dependent on market conditions.
  • Our operations are subject to a variety of business continuity hazards and risks, including supply chain disruptions due to geopolitical uncertainty and federal government shutdowns, and our reliance on the use and sale of products and services from single locations, any of which could interrupt production or operations or otherwise adversely affect our performance, results of operations or value.
  • We may be adversely affected by global and regional economic and political instability.
  • If we are unable to increase capacity at existing facilities and build new facilities in a timely and cost-effective manner, we may not achieve our expected revenue growth or profitability or such revenue growth and profitability, if any, could be delayed.
  • We depend upon our ability to attract and retain highly skilled employees. If we fail to attract and retain the talent required for our business, our operations could be adversely affected and our business could be materially harmed.
  • We occupy many of our facilities under long-term leases, and we may be unable to renew our leases at the end of their terms.
  • We conduct sales and distribution operations on a worldwide basis and are subject to a variety of risks associated with doing business outside the United States.
  • We are subject to significant regulatory oversight of our import and export operations due to the nature of some of our product offerings.
  • Severe health events or environmental events, including impacts from climate change, and natural disasters, could have material adverse effects on our business, financial condition and results of operations.
  • Our business may be subject to system interruptions, cybersecurity incidents and unauthorized data disclosures.
  • We may be incorporating AI technologies into our products, services and processes, which may present business, compliance and reputational risks.
  • Part of our growth strategy is to pursue strategic transactions, including acquisitions, which subjects us to risks that could harm our business and we may not be able to find suitable acquisition targets or integrate strategic acquisitions successfully into our existing business.
  • Our internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
  • We rely on intellectual property rights to maintain our competitive position and third parties have claimed in the past, and may claim in the future, that we infringe or misappropriate their intellectual property rights.
  • We are subject to complex and rapidly evolving data privacy and security laws and regulations, and any ineffective compliance efforts with such laws and regulations may adversely impact our business.
  • We have a history of net losses and may not maintain profitability in future periods.
  • We may incur impairment charges on our goodwill and other intangible assets with indefinite lives as well as other long-lived assets and intangible assets with definite lives, which could adversely affect our business, financial condition or results of operations.
  • Unionization efforts and labor regulations could materially increase our costs or limit our flexibility.
  • Government or private civil antitrust actions could harm our business, prospects, financial condition or results of operations.
  • We may have greater than anticipated tax liabilities, which could harm our business, revenue and financial results.
  • Risks Related to Our Indebtedness and Liquidity
  • Our significant degree of leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to challenges facing our Company or broader changes in our industry or the economy, expose us to interest rate risk and prevent us from meeting our obligations under our existing and future indebtedness.
  • The agreements governing our debt, including the Secured Notes, contain various covenants that impose restrictions on us and limit our flexibility in operating our business.
  • Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful.
  • A lowering or withdrawal of the ratings assigned to our debt by rating agencies may increase our future borrowing costs and reduce our access to capital.
  • SHH is a holding company, and therefore its ability to make any required payment on our credit agreements depends upon the ability of its subsidiaries to pay it dividends or to advance it funds.
  • Risks Related to Ownership of Our Common Stock
  • The market and trading volume of our common stock may be volatile, and you could lose all or part of your investment.
  • The future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise will dilute all other stockholdings.
  • Future offerings of debt or equity securities by us may adversely affect the market price of our common stock.
  • A sale of a substantial number of shares of our common stock, or the perception that such sales might occur, may cause the price of our common stock to decline.
  • The interests of our Sponsors may differ from the interests of other stockholders of the Company.
  • Certain of our stockholders have the right to engage or invest in the same or similar businesses as us.
  • Anti-takeover provisions in our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and the Stockholders Agreement, as well as Delaware law, could discourage a change in control of our company or a change in our management.
  • Our Amended and Restated Certificate of Incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We do not anticipate paying any dividends on our common stock in the foreseeable future, and, consequently, our stockholders’ ability to achieve a return on their investment depends on appreciation in the price of our common stock.

Legal proceedings

From time to time, we may be subject to various legal proceedings arising in the ordinary course of our business, including claims relating to personal injury, property damage, workers’ compensation, employee safety and our disclosures as a Nasdaq-listed, publicly-traded company. In addition, from time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate. At this time, and except as disclosed herein, we are unable to predict the outcome of, and cannot reasonably estimate the impact of, any pending litigation matters, matters concerning allegations of non-compliance with laws or regulations and matters concerning other allegations of other improprieties, or the incidence of any such matters in the future. Information regarding our legal proceedings is included below.

Legal Proceedings Described in Note 19, “Commitments and Contingencies,” of Our Consolidated Financial Statements

Note 19, “Commitments and Contingencies,” to our consolidated financial statements for the year ended December 31, 2025 contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material effect on our financial condition or results of operations. This Item should be read in conjunction with Note 19, “Commitments and Contingencies,” for information regarding the following legal proceedings, which information is incorporated into this Item 3 by reference:

•Ethylene Oxide Tort Litigation – California, Georgia, Illinois and New Mexico;

The opening of Item 3, Legal Proceedings.5

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