SHC

EX-99.1

2 august62026-ex991.htm

EX-99.1

Document

Exhibit 99.1

Sotera Health Delivers Strong Second-Quarter and

First-Half 2026 Results and Raises FY 2026 Outlook

•Q2 2026 net revenues increased 9.2% or 8.0% on a constant currency basis(1) compared to Q2 2025

•Q2 2026 net income of $54 million or $0.19 per diluted share, compared to net income of $8 million or $0.03 per diluted share in Q2 2025

•Q2 2026 Adjusted EBITDA(1) increased 10.0%, or 8.7% on a constant currency basis

•Q2 2026 Adjusted EPS(1) of $0.26, an increase of 30% per diluted share

•Company raises both full-year 2026 net revenues growth outlook to 5.25% - 6.75% and Adjusted EBITDA growth outlook to 5.75% - 7.25%, on a constant currency basis

CLEVELAND, OH, August 6, 2026 – Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, today announced financial results for the three- and six- months ended June 30, 2026.

“We delivered another strong quarter, with high-single-digit growth, reflecting focused execution across all three of our business units,” said Chief Executive Officer Alton Shader. “These results further underscore the essential nature of Sotera Health’s offerings to healthcare. Since joining the Company, I have been impressed by the dedication of our teams, the trust our customers place in us and the industry-leading expertise that differentiates our business in highly regulated healthcare markets. Together, these strengths position us well to deliver consistent and reliable growth.”

Shader continued, “Based on our strong first-half performance and confidence in the remainder of the year, we are raising our full-year 2026 outlook. I am excited about the numerous opportunities we have for growth as we continue to deepen our customer relationships, invest in our people, facilities and capabilities, and execute on our long-term strategy.”

Second-Quarter 2026 Highlights

(All comparisons are against second quarter of 2025, unless otherwise noted)

•Delivered strong, high-single-digit top- and bottom-line constant currency growth

•Expanded Adjusted EBITDA margin(1) to 51.6%

•Sterigenics: 7.0% constant currency revenue growth; segment income margin improvement of 53 basis points

•Nordion: 16.7% constant currency revenue growth; segment income margin improvement of 160 basis points

•Nelson Labs: 5.4% constant currency revenue growth; sequential segment income margin improvement of 438 basis points

•Net cash provided by operating activities of $88 million

•June 30, 2026, Net Leverage Ratio(1) of 3.0x; achieved long-term target range of 2.0x to 3.0x; available liquidity of approximately $950 million

(1) This is a non-GAAP financial measure used throughout this press release; please refer to the section “Non-GAAP Financial Measures” for explanations of our non-GAAP financial measures and the schedules provided later in this release for reconciliations of reported GAAP to non-GAAP financial measures.

•Repriced term loan, saving approximately $3.5 million of annual interest expense

•Completed final private equity sponsor secondary offering, with no remaining sponsor ownership

Second-Quarter and First-Half 2026 Review by Business Segment

(All comparisons are against second quarter of 2025, unless otherwise noted)

Sterigenics

Sterigenics delivered strong second-quarter 2026 results, with net revenues up 8.6% to $212 million, or 7.0% on a constant currency basis. Segment income improved to $118 million, an increase of 9.6%. For the first six months of 2026, Sterigenics net revenues increased 9.1% to $398 million, or 6.6% on a constant currency basis. Segment income increased 9.6% to $215 million.

Second-quarter net revenues growth was driven by favorable pricing, improved volume/mix and a foreign currency benefit. Segment income and segment income margin also benefited from these factors, partially offset by inflation.

Nordion

Nordion net revenues were up 15.8% to $49 million, or 16.7% on a constant currency basis while segment income increased 19.2% to $28 million. For the first six months of 2026, Nordion net revenues increased 21.6% to $91 million, or 20.8% on a constant currency basis. Segment income increased 26.4% to $52 million.

Second-quarter net revenues growth was driven by improved volume/mix, primarily due to the timing of Cobalt-60 harvests and favorable pricing, partially offset by foreign currency. Segment income and segment income margin also benefited from these factors, partially offset by inflation.

Nelson Labs

Nelson Labs delivered strong second-quarter net revenues growth of 6.3% to $61 million, or 5.4% on a constant currency basis. Segment income improved to $20 million, an increase of 0.6%. For the first six months of 2026, Nelson Labs net revenues improved 2.9% to $113 million, or 0.9% on a constant currency basis, while segment income

EX-99.1

2 may52026-ex991.htm

EX-99.1

Document

Exhibit 99.1

Sotera Health Delivers Strong First-Quarter 2026 Results

and Reaffirms 2026 Outlook

•Q1 2026 net revenues increased 10.0%, or 6.5% on a constant currency basis, compared to Q1 2025

•Q1 2026 net income of $27 million or $0.09 per diluted share, compared to a net loss of $13 million or $0.05 per diluted share in Q1 2025

•Q1 2026 Adjusted EBITDA(1) increased 10.5%, or 6.9% on a constant currency basis

•Q1 2026 Adjusted EPS(1) of $0.18, an increase of 29% per diluted share

•Company reaffirms full-year 2026 outlook of 5.0% - 6.5% net revenues growth and 5.5% - 7.0% Adjusted EBITDA growth, both on a constant currency basis

•Company announced planned CEO transition in a separate release today

CLEVELAND, OH, May 5, 2026 – Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, today announced financial results for the three months ended March 31, 2026.

“We delivered a strong start to the year, with solid revenue and Adjusted EBITDA growth while driving margin expansion,” said Chairman and Chief Executive Officer, Michael B. Petras, Jr. “Growth was driven by disciplined execution at Sterigenics and Nordion, and Nelson Labs came in as we outlined on our fourth-quarter 2025 earnings call. Based on our first-quarter performance, we are reaffirming our 2026 outlook and remain confident in our trajectory for the remainder of the year.”

Petras continued, “In addition to adding Rich Kyle to our Board of Directors in February, we are also excited to welcome Ken Krause, who joined our Board in March. Ken’s leadership and proven track record of creating shareholder value as a public company chief financial officer for over 10 years, and his extensive experience in strategy, finance and governance will be tremendous assets as we continue to grow.”

First-Quarter 2026 Highlights

(All comparisons are against first quarter of 2025, unless otherwise noted)

•Delivered solid top- and bottom-line constant currency revenue growth

•Expanded Adjusted EBITDA margins

•Sterigenics: 6.1% constant currency revenue growth, driven by price and volume/mix

•Nordion: 25.8% constant currency revenue growth; margin improvement of over 290 basis points

•Nelson Labs: constant currency revenue and segment income margins as expected

•Net cash provided by operating activities of $29 million, inclusive of a previously disclosed $34 million legal settlement

•As of March 31, 2026, Net Leverage Ratio(1) of 3.2x and over $900 million in available liquidity

•Added two independent directors to the Board of Directors, further strengthening Board skill set

•Public float increased to approximately 90% of outstanding shares

(1)This is a non-GAAP financial measure used throughout this press release; please refer to the section “Non-GAAP Financial Measures” for explanations of our Non-GAAP financial measures and the schedules provided later in this release for reconciliations of reported GAAP to Non-GAAP financial measures.

First-Quarter Review by Business Segment

(All comparisons are against first quarter of 2025, unless otherwise noted)

Sterigenics

Sterigenics delivered solid first-quarter 2026 results, with net revenues up 9.7% to $186 million, or 6.1% on a constant currency basis. Segment income was $96 million, an increase of 9.6%.

Net revenues growth was driven by favorable pricing, foreign currency benefits and improved volume/mix. Segment income was also driven by these factors, partially offset by higher costs.

Nordion

Nordion first quarter net revenues were up 29.0% to $42 million, or 25.8% on a constant currency basis while segment income increased 36.1% to $24 million.

Net revenues growth was driven by volume/mix benefits due to timing of cobalt-60 harvest schedules, as well as foreign currency tailwinds and favorable pricing. Segment income and segment income margin growth were also driven by these factors, partially offset by inflation.

Nelson Labs

Nelson Labs first quarter net revenues were $52 million, a decrease of 0.7%, or 3.8% on a constant currency basis while segment income decreased 11.5% to $15 million.

Net revenues, segment income and segment income margin differences were driven by unfavorable volume/mix, partially offset by foreign currency benefits and favorable pricing.

Reaffirming 2026 Outlook

The 2026 outlook below, first provided on February 24, 2026, remains unchanged:

•Net revenues in the range of $1.233 billion to $1.251 billion, representing constant currency growth of 5.0% to 6.5% and an estimated 100bps foreign currency benefit

•Adjusted EBITDA in the range of $632 million to $641 million, representing constant currency growth of 5.5% to 7.0% and an estimated 100bps foreign currency benefit

•Interest expense in the range of $135 million to $145 million

•Tax rate applicable

shc-202602180001822479FALSE00018224792026-02-182026-02-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 18, 2026

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On February 24, 2026, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2025. The Company will hold its previously announced conference call on February 24, 2026, at 9:00 a.m. Eastern Time to discuss its financial results and full-year 2026 outlook. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 18, 2026, Alex Dimitrief, Senior Vice President and General Counsel of the Company, provided notice to the Company that he will retire on March 31, 2026. Beginning on April 1, 2026, Mr. Dimitrief is expected to be retained by the Company as an advisor to assist the Company with ethylene oxide litigation matters. Erika Ostrowski, who has served as the Company’s Vice President, Deputy General Counsel and Corporate Secretary for the last two years under Mr. Dimitrief’s leadership, will be promoted to Senior Vice President and General Counsel effective April 1, 2026. Mr. Dimitrief is expected to enter into an advisory agreement with the Company to memorialize the terms of his advisor service to the Company (the “Advisory Agreement”). Under the Advisory Agreement, it is expected that Mr. Dimitrief will provide advisory services for a term of up to 12 months, and will receive advisory fees equal to $22,500 per month, plus reasonable expense reimbursement.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated February 24, 2026

104Cover 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: February 24, 2026By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202601120001822479FALSE00018224792026-01-122026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 12, 2026

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. The information under the heading “Preliminary Financial Results” under Item 7.01, including the press release announcing preliminary revenue results for Sotera Health Company (the “Company”) for full-year 2025 (the “Press Release”), is incorporated by reference into this Item 2.02.

Item 7.01. Regulation FD Disclosure. Preliminary Financial Results On January 12, 2026, the Company issued the Press Release. A copy of the Press Release is attached hereto as Exhibit 99.1. The preliminary revenue results are based on information available to the Company as of January 12, 2026 and are subject to completion of the Company’s year-end financial closing procedures and audit by the Company’s independent registered public accounting firm. The approximation of revenue included in the Press Release is within the guidance provided at the time of the Company’s third quarter earnings release. J.P. Morgan Healthcare Conference Presentation As previously announced on January 7, 2026, management will deliver a business update at the 44th Annual J.P. Morgan Healthcare Conference on January 12, 2026 at approximately 1:30 p.m. Eastern Time. A copy of the Company’s slide presentation and a link to the live presentation, or a replay of the webcast of the presentation, may be accessed via the Investor Relations section of the Company’s website. The information in Item 2.02 and Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated January 12, 2026

104Cover 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: January 12, 2026By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202511040001822479FALSE00018224792025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 4, 2025

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 4, 2025, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended September 30, 2025. The Company will hold its previously announced conference call on November 4, 2025, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated November 4, 2025

104Cover 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: November 4, 2025By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202508080001822479FALSE00018224792025-08-082025-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2025

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 8, 2025, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 30, 2025. The Company will hold its previously announced conference call on August 8, 2025, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated August 8, 2025

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: August 8, 2025By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202505010001822479FALSE00018224792025-05-012025-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2025

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 1, 2025, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2025. The Company will hold its previously announced conference call on May 1, 2025, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated May 1, 2025

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 1, 2025By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202502270001822479FALSE00018224792025-02-272025-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 27, 2025

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On February 27, 2025, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2024. The Company will hold its previously announced conference call on February 27, 2025, at 9:00 a.m. Eastern Time to discuss its financial results and full-year 2025 outlook. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated February 27, 2025

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: February 27, 2025By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202501140001822479FALSE00018224792025-01-142025-01-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 14, 2025

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. The information under the heading “Preliminary Financial Results” under Item 7.01 is incorporated by reference into this Item 2.02.

Item 7.01. Regulation FD Disclosure. Preliminary Financial Results On January 14, 2025, Sotera Health Company (the “Company”) issued a press release announcing preliminary revenue results for full-year 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1. These preliminary revenue results are based on information available to the Company as of January 14, 2025 and are subject to completion of the Company’s year-end financial closing procedures and audit by the Company’s independent registered public accounting firm. The range of revenues included in the Press Release is within the guidance provided at the time of the Company’s third quarter earnings release. J.P. Morgan Healthcare Conference Presentation As previously announced, on January 7, 2025, Michael B. Petras, Jr., Chairman and CEO of the Company, will deliver a business update at the 43rd Annual J.P. Morgan Healthcare Conference on January 14, 2025 at 11:15 a.m. Eastern Time. A copy of the Company’s slide presentation and a link to the live presentation, or a replay of the webcast of the presentation, may be accessed via the Investor Relations section of the Company’s website. The information in Item 2.02 and Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated January 14, 2025.

104Cover 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: January 14, 2025By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202411050001822479FALSE00018224792024-11-052024-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 5, 2024

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 5, 2024, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended September 30, 2024. The Company will hold its previously announced conference call on November 5, 2024, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter ended September 30, 2024. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated November 5, 2024

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: November 5, 2024By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202408050001822479FALSE00018224792024-08-052024-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2024

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 5, 2024, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 30, 2024. The Company will hold its previously announced conference call on August 5, 2024, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter ended June 30, 2024. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated August 5, 2024

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: August 5, 2024By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202405020001822479TRUE00018224792024-05-022024-05-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2024

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Explanatory Note. This Amendment to Current Report on Form 8-K (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Sotera Health Company (the “Company”) with the United States Securities and Exchange Commission on May 2, 2024 (the “Original Form 8-K”). The Company is filing this Amendment solely to correct a typographical error in the Exhibit 99.1, page 6, Consolidated Statements of Operations, which erroneously included the line "Impairment of long-lived assets." The error had no impact on "Total operating expenses," "Income before income taxes," or "Net income" for the three months ended March 31, 2024. Item 2.02. Results of Operations and Financial Condition. On May 2, 2024, Sotera Health Company (the “Company”) issued a revised press release (the “Revised Press Release”) announcing its financial results for the quarter ended March 31, 2024. The Company held its previously announced conference call on May 2, 2024, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Revised Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated May 2, 2024 (revised)

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 2, 2024 By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202405020001822479FALSE00018224792024-05-022024-05-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2024

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 2, 2024, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2024. The Company will hold its previously announced conference call on May 2, 2024, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated May 2, 2024

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 2, 2024 By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202402270001822479FALSE00018224792024-02-272024-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 27, 2024

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On February 27, 2024, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2023. The Company will hold its previously announced conference call on February 27, 2024, at 9:00 a.m. Eastern Time to discuss its financial results and full-year 2024 outlook. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated February 27, 2024

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: February 27, 2024By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202401090001822479FALSE00018224792024-01-092024-01-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2024

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. See Item 7.01 - Updated Financial Guidance below, which is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure. Updated Financial Guidance On January 9, 2024, Sotera Health Company (the “Company”) issued a press release announcing preliminary revenue results for full-year 2023 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1. These preliminary revenue results are based on information available to the Company as of January 9, 2024 and are subject to completion of the Company’s year-end financial closing procedures and audit by the Company’s independent registered public accounting firm. The range of revenues included in the Press Release is within the guidance provided at the time of the Company’s third quarter earnings release. J.P. Morgan Healthcare Conference Presentation As previously announced, Michael B. Petras, Jr., Chairman and CEO of the Company, will deliver a business update at the 42nd Annual J.P. Morgan Healthcare Conference on January 9, 2024 at 5:15 p.m. Eastern. A copy of the Company's slide presentation and a link to the live presentation, or a replay of the webcast of the presentation, may be accessed via the Investor Relations section of the Company's website. The information in Item 2.02 and Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release issued by Sotera Health Company, dated January 9, 2024

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: January 9, 2024By:/s/ Alexander Dimitrief Alexander Dimitrief Senior Vice President, General Counsel and Secretary

shc-202311010001822479FALSE00018224792023-11-012023-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2023

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 1, 2023, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended September 30, 2023. The Company will hold its previously announced conference call on November 1, 2023, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated November 1, 2023

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: November 1, 2023By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202308030001822479FALSE00018224792023-08-032023-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 3, 2023

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 3, 2023, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 30, 2023. The Company will hold its previously announced conference call on August 3, 2023, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated August 3, 2023

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: August 3, 2023By:/s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

shc-202305030001822479FALSE00018224792023-05-032023-05-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 3, 2023

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 3, 2023, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2023. The Company will hold its previously announced conference call on May 3, 2023, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated May 3, 2023

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 3, 2023By:/s/ Michael F. Biehl Michael F. Biehl Interim Chief Financial Officer

shc-202302280001822479FALSE00018224792023-02-282023-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2023

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware001-3972947-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Exchange on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On February 28, 2023, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2022. The Company will hold its previously announced conference call on February 28, 2023, at 9:00 a.m. Eastern Time to discuss its financial results and full-year 2023 outlook. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit NumberDescription 99.1Press Release, dated February 28, 2023

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: February 28, 2023By:/s/ Michael F. Biehl Michael F. Biehl Interim Chief Financial Officer

8-K

Sotera Health Co false 0001822479 0001822479 2023-02-13 2023-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 13, 2023

SOTERA HEALTH COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39729

47-3531161

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9100 South Hills Blvd, Suite 300 Broadview Heights, Ohio 44147 (Address of Principal Executive Offices) (Zip Code) (440) 262-1410 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on which registered

Common stock, $0.01 par value per share

SHC

The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

See Item 7.01 - Updated Financial Guidance below, which is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

Preliminary Financial Results and Updated Financial Guidance On February 13, 2023, Sotera Health Company (the “Company”) issued a press release reaffirming its 2022 full-year net revenue and full-year Adjusted EBITDA guidance, originally provided at the time of the Company’s third quarter earnings release (the “Press Release”). The Company also issued an expected range for 2022 full-year net loss. A copy of the Press Release is attached hereto as Exhibit 99.1. This reaffirmation and range are based on information available to the Company as of February 13, 2023 and are subject to completion of the Company’s year-end financial closing procedures and audit by the Company’s independent registered public accounting firm. Accordingly, the final results and other disclosures for the year ended December 31, 2022 may differ materially from this preliminary estimated data. This preliminary estimated financial data should not be viewed as a substitute for financial statements prepared in accordance with US GAAP. Term Loan B Facility The Company also announced its intention to enter into a new Term Loan B facility in an aggregate principal amount of $425 million. The Company plans to use the proceeds of this incremental debt financing, along with cash on hand, to fund the planned $408 million ethylene oxide litigation settlement in Cook County, IL, to pay down existing borrowings under the Company’s revolving credit facility and to further enhance liquidity. There can be no assurance the Company will be successful in entering into such Term Loan B facility or other planned transactions on the expected terms, or at all, which will depend on market conditions and other factors subject to change. The information in Item 2.02 and Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Forward-looking Statements

This Current Report on Form 8-K contains forward-looking statements that reflect management’s expectations about future events and the Company’s operating plans and speak only as of the date hereof. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “expect,” “intention,” or the negative version of those words or other comparable words, including statements regarding the potential terms, timing and com