UL Solutions Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares
Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)
Tags
Key Terms
secondary public offeringfinancial
A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.
underwriters’ optionfinancial
An underwriters’ option is a provision in a securities offering that lets the group selling the new shares buy a fixed extra amount (often up to 15%) from the issuer after the sale. It acts like a short-term safety valve: if demand is strong, underwriters exercise the option and supply extra shares; if the price falls, they can use the option to stabilize the market. For investors this matters because it affects how many shares come to market, potential short-term dilution, and post-offering price stability—similar to having a reserve supply to smooth out sudden swings.
shelf registration statementregulatory
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3regulatory
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
base prospectusregulatory
A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.
prospectus supplementregulatory
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
bookrunnersfinancial
Bookrunners are financial institutions or banks that lead the process of organizing and managing the sale of new securities, such as stocks or bonds, to investors. They coordinate the offering, determine the initial price, and ensure that the securities are sold efficiently, much like a conductor directs an orchestra to deliver a smooth performance. Their role matters to investors because they help ensure the offering is successful and fairly priced.
NORTHBROOK, Ill.--(BUSINESS WIRE)--
UL Solutions Inc. (NYSE: ULS) (“UL Solutions”) today announced, in connection with its previously announced secondary public offering of 12,500,000 shares of its Class A common stock sold by UL Standards & Engagement (the “selling stockholder”), the full exercise by the underwriters of their option to purchase 1,875,000 additional shares of Class A common stock from the selling stockholder at the public offering price of $78.00 per share, less underwriting discounts and commissions. UL Solutions did not offer any shares of its Class A common stock in the offering and did not receive any proceeds from the sale of the additional shares. The sale of these additional shares closed today.
Goldman Sachs & Co. LLC and J.P. Morgan (in alphabetical order) acted as lead managing bookrunners with BofA Securities acting as a managing bookrunner. Jefferies, UBS Investment Bank and BNP Paribas acted as additional bookrunners for the offering. Baird, BTIG, Houlihan Lokey, Loop Capital Markets, PNC Capital Markets LLC, Raymond James, Stifel, William Blair, AmeriVet Securities, Bancroft Capital, Cabrera Capital Markets LLC and R. Seelaus & Co., LLC acted as co-managers for the offering.
The offering was made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the Company with the Securities and Exchange Commission (the “SEC”) and became automatically effective upon filing on August 5, 2025. The offering was made only by means of a prospectus supplement and the accompanying base prospectus. The prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering was filed with the SEC by the Company and is available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, via telephone: (866) 471-2526, via fax: 212-902-9316, or via email: prospectus-ny@ny.email.gs.com and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Jefferies acted as capital markets advisor to the selling stockholder.
About UL Solutions
A global leader in applied safety science, UL Solutions (NYSE: ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.
