Sotera Health Co. 美股招股说明书（2026年3月4日版）

Sotera Health Company Common Stock The selling stockholders of Sotera Health Company identified in this prospectus supplement are offeringshares ofour common stock, par value $0.01 per share, (the “common stock”) pursuant to this prospectus supplement and the Our common stock is listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SHC.” OnMarch4, 2026, the last reported sale price of our common stock on Nasdaq was $15.76 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning onpage S-12 of this prospectus supplement and in the documents incorporated by reference into thisprospectus supplement to read about factors you should consider before deciding to invest in our Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or The underwriter has agreed to purchase the common stock from the selling stockholders at a price equal to $pershare, which will result in $of proceeds to the selling stockholders, before expenses. The underwriter may offer ourcommon stock purchased from the selling stockholders from time to time in one or more transactions on Nasdaq, in theover-the-counter market or through negotiated transactions at market prices or at negotiated prices. The underwriter may offer Delivery of the shares of common stock is expected to be made on or about Wells Fargo Securities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTMARKET AND INDUSTRY DATASUMMARY Prospectus ABOUT THIS PROSPECTUSABOUT SOTERA HEALTH COMPANYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF COMMON STOCKSELLING STOCKHOLDERS PLAN OF DISTRIBUTIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCELEGAL MATTERSEXPERTS 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 this 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. 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 inform 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 incorporated by reference and the additional information If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the informationin this prospectus supplement. Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectussupplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in thisprospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in thisprospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or Table of Con