[8-K] UL Solutions Inc. Reports Material Event

Rhea-AI Filing Summary

UL Solutions Inc. reported its third-quarter results via press release and announced a restructuring to streamline operations and exit certain non‑strategic lines of business. The company expects total pre‑tax charges of $42–$47 million, including $37–$42 million of cash costs for employee separation tied to approximately 3.5% of its workforce and about $5 million for other cash charges, primarily contract cancellations.

The majority of these costs are expected to be recorded in Q4 2025, mostly within the Consumer and Industrial segments, with the plan anticipated to be substantially completed by the end of Q1 2027. The company notes actual timing and amounts may differ due to operational, legal, and macroeconomic factors.

Insights

Equity restructuring analyst

Restructuring with $42–$47M charges; timing front‑loaded in Q4 2025.

UL Solutions outlined a restructuring to exit select non‑strategic lines, with pre‑tax charges of $42–$47M. The largest component is employee separation of $37–$42M affecting about 3.5% of the workforce, plus roughly $5M for contract cancellations. Most costs will hit the Consumer and Industrial segments.

Execution depends on local legal processes and operational steps; the company cautions amounts and timing may vary. The plan is anticipated to be substantially completed by Q1 2027, with most expense recognition in Q4 2025.

Key items to track include the cadence of recognized charges in Q4 2025 and any updates on scope or costs in subsequent filings, especially if macro or regulatory conditions alter timelines.

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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

___________________________________

UL Solutions Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42012 (Commission File Number)			27-0913800 (I.R.S. Employer Identification Number)
333 Pfingsten Road Northbrook, Illinois 60062
(Address of principal executive offices and zip code)
(847) 272-8800
(Registrant's telephone number, including area code)

___________________________________

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 class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share			ULS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

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, UL Solutions Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained or incorporated by reference in this Item 2.02, including the press release furnished herewith as Exhibit 99.1, 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 the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 2.05. Costs Associated with Exit or Disposal Activities

On November 4, 2025, the Company announced an expense reduction initiative to further improve the operating model and exit certain lines of business that are no longer considered strategically important to the Company (the “Restructuring Plan”). The Company expects to incur pre-tax expenses associated with the Restructuring Plan of approximately $42-$47 million in the aggregate, consisting of $37-$42 million in cash charges relating to employee separation expenses for approximately 3.5% of the Company’s current workforce and approximately $5 million in other cash charges, primarily relating to contract cancellations. The majority of costs associated with the Restructuring Plan are expected to be recorded in the fourth quarter of 2025 in the Consumer and Industrial segments. The Company anticipates the Restructuring Plan will be substantially completed by the end of the first quarter of 2027.

The timing and amount of the charges the Company expects to incur in connection with the Restructuring Plan may differ materially from the estimates disclosed above for various factors including, but not limited to, industry and macroeconomic environment; risks that the Company may be unable to implement the Restructuring Plan on the anticipated timing; that local law and consultation requirements, including for potential position eliminations, extends the restructuring process further in certain countries or causes the actual charges and expenditures that the Company incurs in connection with the restructuring plan, and the timing thereof, to differ materially from estimates; that the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Restructuring Plan and that the Company may not be able to realize the anticipated benefits of the Restructuring Plan.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Description
99.1			Press Release of UL Solutions Inc., dated as of November 4, 2025
104			Cover page interactive data file (embedded with the inline XBRL document)

Signature

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 thereunto duly authorized.

			UL Solutions Inc.
Date: November 4, 2025			By:			/s/ Ryan D. Robinson
						Ryan D. Robinson
						Executive Vice President and Chief Financial Officer

FAQ

What did ULS announce in its 8-K?

UL Solutions furnished Q3 2025 results via press release and announced a restructuring to exit certain non‑strategic lines of business.

How much will the UL Solutions restructuring cost?

Pre‑tax expenses are expected at $42–$47 million, including $37–$42 million for employee separation and about $5 million for other cash charges.

What percentage of ULS’s workforce is affected?

Approximately 3.5% of the company’s current workforce is tied to the employee separation expense.

When will UL Solutions record most restructuring costs?

The majority of costs are expected to be recorded in Q4 2025, primarily in the Consumer and Industrial segments.

When is the restructuring expected to be completed?

The plan is anticipated to be substantially completed by the end of Q1 2027.

What risks could change the restructuring costs or timing for ULS?

The company cites industry and macro factors, local law and consultation requirements, and potential unanticipated events that could change amounts or timing.