Sotera Health Co美股招股说明书(2025-11-07版)

Sotera Health Company Common Stock The selling stockholders of Sotera Health Company identified in this prospectus supplement are offering 30,000,000 shares of our common stock,par value $0.01 per share, (the “common stock”) pursuant to this prospectus supplement and the accompanying prospectus. We are not selling any sharesof common stock under this prospectus supplement and will not receive any proceeds from the sale of the shares by the selling stockholders. Our common stock is listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SHC.” On November 6, 2025, the lastreported sale price of our common stock on Nasdaq was $16.01 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-12 of thisprospectus supplement and in the documents incorporated by reference into this prospectus supplement to read aboutfactors you should consider before deciding to invest in our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. PershareTotalPublic offering price$15.70$471,000,000Underwriting discount$0.049$1,470,000Proceeds to selling stockholders, before expenses$15.651$469,530,000 Delivery of the shares of common stock is expected to be made on or about November 10, 2025. Goldman Sachs & Co. LLC Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTMARKET AND INDUSTRY DATASUMMARYTHE OFFERINGSUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATARISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSELLING STOCKHOLDERSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERSDIVIDEND POLICYUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus PLAN OF DISTRIBUTION WHERE YOU CAN FIND MORE INFORMATION INCORPORATION BY REFERENCE LEGAL MATTERS EXPERTS Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained orincorporated by reference in this prospectus supplement, any amendment or supplement to this prospectus supplement, the accompanyingprospectus or in any free writing prospectus prepared by us or on our behalf. Neither we nor the selling stockholders take any responsibility for,or provide any assurance as to the reliability of, any information other than the information contained or incorporated by reference in thisprospectus supplement, any amendment or supplement to this prospectus supplement, the accompanying prospectus or in any free writingprospectus prepared by us or on our behalf. The selling stockholders are not making an offer to sell these securities in any jurisdiction wherethe offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writingprospectus prepared by us is accurate only as of their respective dates or on the date or dates that are specified in such documents and that anyinformation in documents that we have incorporated by reference is accurate only as of the date of such document incorporated by reference.Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates. Information contained inour website does not constitute part of this prospectus supplement. Table of Contents You should carefully read this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or onbehalf of us, together with the additional information described under the heading “Where You Can Find More Information.” No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock. Persons who comeinto possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to informthemselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT Unless expressly indicated or the context requires otherwise, the terms “Sotera Health,” “Company,” “we,” “us,” and “our” in this document referto Sotera Health Company, a Delaware corporation, and, where appropriate, its subsidiaries on a consolidated basis. This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The secondpart is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both thisprospectus supplement and the accompanying prospectus, together with the documents