UL Solutions Announces Launch of Proposed Secondary Public Offering of Class A Common Stock

Key Terms

underwritten public offering financial

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

secondary shares financial

Secondary shares are existing shares being sold by current owners rather than newly created stock; think of it like a garage sale where people sell items they already own instead of the manufacturer making more. For investors, secondary sales increase the number of shares available to trade without diluting ownership, and they can signal insiders cashing out or provide extra liquidity, both of which can influence a stock’s price and investor sentiment.

Class A common stock financial

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

underwriting discounts and commissions financial

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

shelf registration statement regulatory

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-3 regulatory

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 prospectus regulatory

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.

preliminary prospectus supplement regulatory

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

NORTHBROOK, Ill.--(BUSINESS WIRE)-- UL Solutions Inc. (NYSE: ULS) (“UL Solutions”) today announced the commencement of an underwritten public offering (the “offering”) of 12,500,000 shares of its Class A common stock. The offering consists entirely of secondary shares to be sold by UL Standards & Engagement (the “selling stockholder”). The underwriters will have a 30-day option to purchase up to an additional 1,875,000 shares of Class A common stock from the selling stockholder at the public offering price, less underwriting discounts and commissions. UL Solutions is not offering any shares of its Class A common stock in the proposed offering and will not receive any proceeds from the proposed sale of the shares.

Goldman Sachs & Co. LLC and J.P. Morgan (in alphabetical order) are acting as lead managing bookrunners for the proposed offering.

The proposed offering is being 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 and was automatically effective upon filing on August 5, 2025. The proposed offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed 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 is acting 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.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release, which are not historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding UL Solutions’ current expectations and views concerning the proposed offering. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those expressed or implied by the forward-looking statements made in this press release, including those set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of UL Solutions’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the risks discussed in UL Solutions’ other filings with the SEC, including the registration statement on Form S-3 related to the proposed offering, each of which is accessible on the SEC’s website at www.sec.gov. Such forward-looking statements are made only as of the date of this press release. UL Solutions does not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by law.

Source Code: ULS-IR

View source version on businesswire.com: https://www.businesswire.com/news/home/20251202564437/en/

Media:

Kathy Fieweger

Senior Vice President and Chief Corporate Communications Officer

Kathy.Fieweger@ul.com

312-852-5156

Investors:

Yijing Brentano

Vice President, Investor Relations

IR@ul.com

312-895-9873

Source: UL Solutions Inc