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SHC 8-K filings, explained
Every material Form 8-K Sotera Health has filed with the SEC since November 05, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Sotera Health reported third-quarter 2026 net revenues of $324.9 million, up 4.4% from $311.3 million a year earlier, and net income of $58.4 million, or $0.20 per diluted share, compared with $48.4 million, or $0.17, in the prior-year quarter. The company reaffirmed its full-year 2026 constant currency revenue and Adjusted EBITDA growth outlook, which means shareholders see steady profit growth with no change to expectations.
Q3 2026 net revenues were $324.9 million, up 4.4% from $311.3 million in Q3 2025.
Q3 2026 Adjusted EPS was $0.29, up 12% from $0.26 per diluted share a year earlier.
Full-year 2026 outlook reaffirmed: net revenue growth of 5.25% to 6.75% and Adjusted EBITDA growth of 5.75% to 7.25%, both on a constant currency basis.
Net leverage ratio was 2.9x as of September 30, 2026, compared with 3.2x at December 31, 2025.
Sotera Health director James C. Neary resigned from the board as a Class I director, effective August 13, 2026, after notifying the board on August 11, 2026. The company says the resignation was not due to any disagreement over operations, policies or practices, and the board reduced its size to eleven directors.
James C. Neary resigned as a Class I director, effective August 13, 2026
Notice of resignation given to the board on August 11, 2026
Company states no disagreement with management on operations, policies or practices
Board size fixed at eleven directors as of the effective date
Sotera Health reported second-quarter 2026 net revenues of $321.4 million, up 9.2% from a year earlier, and net income of $54 million, or $0.19 per diluted share, compared with $8 million, or $0.03, in the second quarter of 2025. The company raised its full-year 2026 net revenue and Adjusted EBITDA outlook, which points to higher expected results for shareholders this year.
Q2 2026 net revenues rose 9.2% to $321.4 million; Adjusted EPS was $0.26, up 30%
Q2 2026 net income was $54 million, or $0.19 per diluted share, versus $8 million, or $0.03, a year earlier
Full-year 2026 net revenue outlook raised to $1.236 billion to $1.254 billion; Adjusted EBITDA outlook raised to $634 million to $643 million
Sotera Health Company and its subsidiaries signed Amendment No. 7 to its First Lien Credit Agreement on May 20, 2026, under which refinancing lenders will provide $1.42 billion in repriced term loans to Sotera Health Holdings, LLC. The amendment reduces the interest rate spread by 0.25% across the facility's term loans, which lowers the company's borrowing cost on that debt.
Repriced term loans total about $1.42 billion, provided by 2026 Refinancing Term Lenders under the amended credit agreement.
Interest margin is Adjusted Term SOFR plus 2.25%, with a 0.00% floor, and the spread on term loans is reduced by 0.25%.
Repriced loans amortize at 1.00% per year and mature on May 30, 2031.
A 1.00% soft call premium applies to certain repricing transactions completed within six months after the amendment's effective date.
Sotera Health reported first-quarter 2026 net revenues of $280.0 million, up 10.0% from a year earlier, and net income of $26.6 million, or $0.09 per diluted share, compared with a net loss of $13.3 million a year earlier. The company reaffirmed its 2026 outlook and said Alton Shader will become chief executive officer on May 26, 2026, succeeding Michael B. Petras, Jr., who becomes Executive Chairman.
Q1 2026 net revenues were $280.0 million, up 10.0% from $254.5 million in Q1 2025, or 6.5% on a constant currency basis.
Q1 2026 net income was $26.6 million, or $0.09 per diluted share, versus a net loss of $13.3 million, or $0.05 per share, in Q1 2025.
The 2026 outlook was reaffirmed, including net revenues of $1.233 billion to $1.251 billion and Adjusted EBITDA of $632 million to $641 million.
Alton Shader, currently CEO of Viant Medical, will become CEO effective May 26, 2026, with an annual base salary of $1,000,000; Petras becomes Executive Chairman.
Sotera Health appointed Kenneth D. Krause as a Class I director effective March 16, 2026, and he will serve on the Audit and Litigation Committees. Constantine S. Mihas resigned from the same board seat, effective the same day, after some stockholders lost the right to designate that many directors; the filing says the resignation was not due to a disagreement with the company.
Krause appointed by the Board on March 15, 2026, effective March 16, 2026
Mihas notified the Board on March 12, 2026 of his resignation as a Class I director, effective March 16, 2026
Resignation tied to a reduction in the number of directors certain stockholders may designate; no disagreement cited
Krause is Executive Vice President and CFO of Rollins, Inc. since September 2022 and was previously CFO of MSA Safety
Sotera Health reported full-year 2025 net revenues up 5.7% to $1.164 billion and net income of $78 million, or $0.27 per diluted share, compared with $44 million, or $0.16 per diluted share, in 2024. The company also gave initial 2026 guidance for net revenues of $1.233 billion to $1.251 billion and Adjusted EBITDA of $632 million to $641 million. General Counsel Alex Dimitrief retires March 31, 2026, will serve as an advisor on ethylene oxide litigation, and Erika Ostrowski becomes Senior Vice President and General Counsel effective April 1, 2026.
Fourth-quarter 2025 net revenues rose 4.6% to $303 million, and net income was $35 million, or $0.12 per diluted share, versus $12 million a year earlier.
Full-year 2025 Adjusted EBITDA increased 8.2% to $594 million, and Adjusted EPS was $0.86, up $0.16 per diluted share.
2026 outlook: net revenues of $1.233 billion to $1.251 billion and Adjusted EPS of $0.93 to $1.01.
Dimitrief's advisory agreement is expected to pay $22,500 per month for up to 12 months.
Sotera Health expanded its board from eleven to twelve directors and appointed Richard G. Kyle as a Class III director, effective immediately, on February 4, 2026. Kyle previously served as president and CEO of The Timken Company from May 2014 to September 2024, and the filing describes him as independent under Nasdaq rules. The change adds an experienced industrial executive to the board and is a governance update rather than a financial result.
Board increased from eleven to twelve directors; Richard G. Kyle appointed Class III director effective February 4, 2026
Kyle to serve on the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee
Kyle was President and CEO of The Timken Company from May 2014 to September 2024
Kyle receives standard non-employee director pay, including an annual cash retainer and annual restricted stock unit grant
Sotera Health said preliminary full-year 2025 revenue is expected to surpass $1.16 billion, an increase of at least 5.5% year over year, within the guidance it gave with its third-quarter results. The figures are preliminary and remain subject to year-end closing procedures and audit, and the company will release full results and 2026 outlook on February 24, 2026.
Preliminary 2025 revenue expected to surpass $1.16 billion, up at least 5.5% year over year (5.0% on a constant-currency basis)
Revenue approximation is within the guidance given at the third-quarter 2025 earnings release
Figures are unaudited and subject to completion of year-end closing and audit
Full-year 2025 results and 2026 outlook scheduled for February 24, 2026
Sotera Health reported third-quarter 2025 net revenues up 9.1% to $311 million and net income of $48 million, or $0.17 per diluted share, compared with $17 million, or $0.06, a year earlier. The company raised its 2025 Adjusted EBITDA growth outlook to 6.75% to 7.75% and kept its net revenue growth outlook at 4.5% to 6.0%, on a constant currency basis.
Q3 2025 net income was $48 million, or $0.17 per diluted share, versus $17 million, or $0.06, in Q3 2024.
Q3 2025 Adjusted EBITDA rose 12.2% to $164 million; Adjusted EPS was $0.26, up from $0.17.
2025 Adjusted EBITDA growth outlook raised to 6.75% to 7.75%, from 6.00% to 7.50%.
2025 Adjusted EPS outlook raised to $0.81 to $0.86, from $0.75 to $0.82; net revenue outlook reaffirmed at 4.5% to 6.0%.
Sotera Health entered Amendment No. 6 to its First Lien Credit Agreement on September 17, 2025, which reprices its term loans. The Repriced Term Loans total $1,423,029,875 after the company used $75,000,000 of available cash to repay part of its term loan facility, and they mature on May 30, 2031. The amendment lowers the interest rate spread by 0.50%, which matters to shareholders because it reduces the company's borrowing cost on this debt.
Repriced Term Loans total $1,423,029,875 to Sotera Health Holdings, LLC, after a $75,000,000 cash repayment
Interest margin set at Adjusted Term SOFR plus 2.50%, reflecting a 0.50% reduction from this amendment and a previously triggered 0.25% step-down
Loans amortize at 1.00% per year, mature May 30, 2031, and carry a 1.00% soft call premium for repricings within six months
Amendment filed as Exhibit 10.1; JPMorgan Chase Bank, N.A. is first lien Administrative Agent
Sotera Health reported second-quarter 2025 net revenues up 6.4% to $294 million and Adjusted EBITDA up 9.8% to $151 million, and raised its full-year 2025 outlook for revenue, Adjusted EBITDA and Adjusted EPS. GAAP net income was $8 million, or $0.03 per diluted share, slightly below $9 million a year earlier, and includes a pending settlement of about $34 million related to ethylene oxide claims against Sterigenics.
Q2 2025 net revenues rose 6.4% to $294 million; Adjusted EBITDA rose 9.8% to $151 million
Q2 2025 net income was $8 million, or $0.03 per diluted share, versus $9 million, or $0.03, in Q2 2024
Full-year 2025 Adjusted EPS outlook raised to $0.75 to $0.82 from $0.70 to $0.76
Six-month net loss of $5 million, or $0.02 per diluted share, includes settlements related to ethylene oxide claims
Sotera Health reported first-quarter 2025 net revenues up 2.6% to $255 million and Adjusted EBITDA up 8.8% to $122 million, but a net loss of $13 million, or $0.05 per diluted share, after an approximately $31 million EO claims settlement against Sterigenics. The company reaffirmed its full-year 2025 outlook for net revenue growth of 4.0% to 6.0% and Adjusted EBITDA growth of 4.5% to 6.5%, on a constant currency basis.
Net revenues rose 2.6% to $255 million (4.4% on a constant currency basis) versus Q1 2024.
Net loss of $13 million, or $0.05 per diluted share, compared with net income of $6 million, or $0.02, in Q1 2024; includes an approximately $31 million Illinois EO litigation settlement.
Adjusted EBITDA rose 8.8% to $122 million; Adjusted EPS was $0.14, up $0.01 from $0.13.
2025 outlook reaffirmed: net revenue growth of 4.0% to 6.0% and Adjusted EBITDA growth of 4.5% to 6.5%, constant currency; Adjusted EPS of $0.70 to $0.76.
Sotera Health reported fourth-quarter and full-year 2024 results and issued its initial 2025 outlook. Full-year net revenues rose 4.9% to $1.10 billion, but net income fell from $51 million to $44 million and Adjusted EPS declined $0.02 to $0.70. The company expects 2025 net revenue growth of 4.0% to 6.0% and Adjusted EPS of $0.70 to $0.76.
Fourth-quarter 2024 net revenues fell 6.5% to $290 million; net income was $12 million, or $0.04 per diluted share, versus $39 million a year earlier.
Full-year 2024 diluted EPS was $0.16 versus $0.18 in 2023; Adjusted EPS was $0.70.
2025 outlook: net revenue growth of 4.0% to 6.0% and Adjusted EPS of $0.70 to $0.76, with net revenue growth on a constant currency basis.
Nordion fourth-quarter net revenues fell 28.9% to $57 million, which the company attributed to the timing of cobalt harvest schedules.
Sotera Health said preliminary full-year 2024 revenue is approximately $1.1 billion, growth of nearly 5% over 2023 and more than 5% on a constant currency basis. The company said the figure is within the revenue guidance it gave with its third-quarter 2024 results, but it remains subject to year-end closing procedures and audit, so final results may differ materially.
Preliminary full-year 2024 revenue of approximately $1.1 billion, up nearly 5% versus 2023 and more than 5% on a constant currency basis
Revenue range is within the guidance given at the third-quarter 2024 earnings release
Chairman and CEO Michael B. Petras, Jr. presents a business update at the J.P. Morgan Healthcare Conference on January 14, 2025 at 11:15 a.m. Eastern Time
Full 2024 results and 2025 outlook are scheduled for release on February 27, 2025
Sotera Health reported third-quarter 2024 net revenues of $285 million, up 8.5% from a year earlier, and net income of $17 million, or $0.06 per diluted share, compared with a net loss of $14 million a year earlier. The company reaffirmed its 2024 net revenue and Adjusted EBITDA growth outlook, but lowered its capital expenditure forecast to $175 million to $185 million.
Q3 2024 net revenues were $285 million, up 8.5%; Adjusted EBITDA was $146 million, up 9.0%
Q3 2024 net income was $17 million ($0.06 per diluted share), versus a net loss of $14 million ($0.05 per share) in Q3 2023
2024 outlook for net revenue and Adjusted EBITDA growth of 4.0% to 6.0% was reaffirmed; Adjusted EPS range of $0.67 to $0.75 was also reaffirmed
Capital expenditure guidance was updated to $175 million to $185 million, from $205 million to $225 million previously
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