UL Solutions (NYSE: ULS) expands TIC reach with €575M Eurofins E&E deal
Rhea-AI Filing Summary
UL Solutions Inc. is expanding through a major acquisition. The company agreed to buy Eurofins Scientific’s electrical and electronics testing business for approximately €575 million (about $670 million) in cash, using cash on hand, proceeds from a recent software divestiture, and its revolving credit facility.
The Eurofins E&E business is expected to generate about $200 million of revenue in 2026 and operate roughly 44 laboratories across EMEA, Asia-Pacific and the U.S. UL Solutions expects the deal, valued at about 14.5 times estimated 2026 EBITDA including cost synergies, to be accretive to Adjusted Diluted EPS in the first full year after closing.
The transaction is targeted to close in the fourth quarter of 2026, subject to numerous global regulatory approvals and other customary conditions. If required approvals are not obtained by October 13, 2027 or certain filing obligations are missed, UL’s subsidiary may owe a €34.5 million break fee to the seller.
Positive
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Insights
UL Solutions is making a sizable, strategically aligned acquisition that could modestly boost earnings after closing.
UL Solutions plans to acquire Eurofins’ electrical and electronics testing business for €575 million (about $670 million). The target is expected to generate roughly $200 million in 2026 revenue, implying a meaningful but not transformational bolt-on in testing, inspection and certification.
The deal values the business at about 14.5x synergized estimated 2026 EBITDA, suggesting management is paying a full but not extreme multiple for a specialized asset. UL Solutions expects the acquisition to be accretive to Adjusted Diluted EPS in the first full calendar year after closing, excluding intangible amortization and integration costs.
Funding will come from existing cash, available capacity on its undrawn credit facility, and proceeds from the sale of its Employee Health and Safety software business (about 30% of the purchase price). Closing is targeted for Q4 2026 but depends on multiple regulatory clearances worldwide; failure to obtain approvals by the October 13, 2027 longstop date could trigger a €34.5 million break fee.
8-K Event Classification
Key Figures
Key Terms
locked box financial
Break Fee financial
warranty and indemnity insurance financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
warranties, covenants and indemnities financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 7.01. | Regulation FD Disclosure. |
On April 13, 2026, UL Solutions Inc. (the “Company”) issued a press release announcing, among other matters, that the Company and a subsidiary of the Company have entered into a Sale and Purchase Agreement (as defined below) to acquire the electrical and electronics business of Eurofins Scientific SE, a copy of which is furnished herewith as Exhibit 99.1 hereto and incorporated herein by reference.
In addition, the Company will be providing supplemental information regarding the Transaction (as defined below) in a presentation that will be made available on the investor relations section of Company’s website. A copy of the presentation is furnished herewith as Exhibit 99.2 hereto and incorporated herein by reference.
The information contained or incorporated by reference in this Item 7.01, including the press release furnished herewith as Exhibit 99.1 and the supplemental information regarding the Transaction (as defined below) furnished herewith as Exhibit 99.2, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of 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 in any filing under the Securities Act of 1933, as amended, 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 8.01. | Other Events. |
Sale and Purchase Agreement
On April 13, 2026, Underwriters Laboratories Holdings B.V., a company registered in the Netherlands (“ULH”) and a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) by and among ULH, Eurofins Product Testing Lux Holding, a private limited liability company (société à responsabilité limitée) registered in Luxembourg with the Luxembourg Register of Commerce and Companies (the “Seller”), Eurofins International Holdings Lux SARL, a private limited liability company (société à responsabilité limitée) registered in Luxembourg with the Luxembourg Register of Commerce and Companies, as guarantor of the Seller, and the Company, as guarantor of ULH, pursuant to which, among other things, ULH will acquire the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company (société à responsabilité limitée) (the “Target”), and certain of its subsidiaries and related companies (together with the Target, the “Target Group”) (collectively, the “Transaction”).
Consideration
ULH will pay aggregate consideration of approximately €575 million (approximately US $670 million) (the “Purchase Price”) in cash pursuant to the terms of the Transaction, subject to certain customary adjustments contemplated by the Sale and Purchase Agreement and related agreements (collectively, the “Purchase Agreements”). The Transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage) and adjustment for (i) any leakage from and after September 1, 2025 (the “Locked Box Date”) and (ii) additional consideration of €41,000 per day from the Locked Box Date to and including the closing date of the Transaction, in each case, in accordance with the Purchase Agreements. The Company expects to fund the Purchase Price with cash on hand, including proceeds from the Company’s previously announced divestiture of its Employee Health and Safety software business, and available capacity under its undrawn credit facility.
Conditions to Completion
The Transaction is expected to close in the fourth quarter of 2026. There is no assurance that the Transaction will close on the anticipated terms and timeline, or at all. The obligations of the parties to consummate the Transaction are subject to the satisfaction (or, in certain instances, waiver) of certain customary closing conditions, including, among other things, (a) the following regulatory approvals: (i) approval (or confirmation that no such approval is required) under the United Kingdom National Security and Investment Act 2021, (ii) acceptance of a filing under the Finnish Screening of Foreign Corporate Acquisitions Act and written confirmation from the Finnish Ministry of Economic Affairs and Employment that no further action will be taken, (iii) a notification to the U.S. Directorate of Defense Trade Controls pursuant to the International Traffic in Arms Regulations, (iv) approval of the Transaction by the Competition and Markets Authority of the United Kingdom (or confirmation that no merger notice is required), (v) the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (vi) clearance or expiry of the statutory waiting period under the Korean Monopoly Regulation and Fair Trade Act, and (b) no order, injunction or law of any competent competition authority being in effect that would prohibit, restrain or suspend the consummation of the Transaction (collectively, the “Conditions”).
The Conditions must all be satisfied (or, in certain instances, waived) by October 13, 2027 (the “Longstop Date”). Failure to satisfy the Conditions will result in termination of the Sale and Purchase Agreement and payment of the Break Fee (as defined below) by ULH, subject to certain exceptions.
Termination and Break Fee
The Sale and Purchase Agreement may be terminated by the Seller if ULH fails to submit certain required regulatory filings within the prescribed deadlines (subject to customary exceptions and extensions). In addition, either party may terminate the Sale and Purchase Agreement if the Conditions have not been satisfied (or become incapable of satisfaction) by the Longstop Date. ULH may also terminate the Sale and Purchase Agreement if certain fundamental warranties of the Seller are untrue or inaccurate at closing of the Transaction.
The Sale and Purchase Agreement provides that, in the event the Sale and Purchase Agreement is terminated as a result of: (a) ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or (b) the Conditions not being satisfied by the Longstop Date, ULH will pay to the Seller a break fee of €34.5 million (the “Break Fee”). The Break Fee is not payable to the extent termination of the Sale and Purchase Agreement results from certain specified breaches by the Seller.
Separation
Pursuant to the Sale and Purchase Agreement, the parties will establish a separation committee, comprised of representatives of each of the Seller and ULH, which will be responsible for developing and overseeing a separation plan as soon as reasonably practicable to effect the orderly separation and transfer of the operations, systems and data relating to the Seller’s business, from the Seller’s retained group to the Target Group.
Warranties, Covenants and Indemnities
The Sale and Purchase Agreement contains customary (a) warranties given by each of the parties, (b) covenants, including covenants with respect to actions to be taken prior to closing of the Transaction, including, among others, that the Target Group does not engage in certain actions during such period, and (c) indemnities, including, among others, following closing of the Transaction, the Seller will indemnify and hold harmless ULH from certain costs or losses associated with the legal re-organization implemented by the Seller prior to the Transaction.
ULH has obtained a warranty and indemnity insurance policy that will provide coverage for certain losses incurred as a result of inaccuracies or breaches of certain warranties of the Seller contained in the Sale and Purchase Agreement, provided that the recovery under such policy is subject to certain exclusions, policy limits and certain other terms and conditions. The Seller’s liability in respect of any such inaccuracies or breaches (or any losses or liabilities resulting therefrom), other than by reason of any fraud by the Seller, shall be limited to EUR 1. The Seller’s liability shall be limited to the Purchase Price with respect to certain fundamental warranties.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | UL Solutions Inc. Press Release, dated April 13, 2026 | |
| 99.2 | Investor Presentation, dated April 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K may be forward-looking statements. These statements include, but are not limited to, statements related to the Company’s plans, objectives, goals, expectations, beliefs, business strategies, future events, business conditions, business trends and expectations, including with respect to the Transaction, its anticipated timing, completion and expected benefits, and involve known and unknown risks that are difficult to predict. In some cases, you can identify forward-looking statements by the use of words such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continues” and variations of these terms and similar expressions, or the negative of these terms or similar expressions (although not all forward-looking statements may contain such words). The Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause the Company’s actual results to differ materially from those expressed or implied in these forward-looking statements, including, but not limited to, the following: the occurrence of any event, change, or other circumstance that could give rise to the termination of the Sale and Purchase Agreement and payment of the Break Fee; the possibility that one or more closing conditions to the Transaction, including the receipt of certain regulatory approvals, may not be satisfied or waived, in a timely manner or at all, including the risk that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transaction, or may require conditions, limitations, or restrictions in connection with such approvals; the risk that the Transaction may not be completed within the expected timeframe, or at all; unexpected costs, charges or expenses resulting from the Transaction; uncertainty regarding the expected financial performance following completion of the Transaction; the Company’s ability to achieve its short-term and long-term operating targets following completion of the Transaction; the effects that the announcement or pendency of the Transaction may have on the Company; the Target Group’s and the Company’s respective businesses and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or they do business; the effects that any termination of any of the Purchase Agreements may have on the Company or its business; failure to successfully complete the Transaction; legal proceedings that may be instituted related to the Transaction; the Company’s ability or failure to successfully integrate the Target Group’s business with existing operations; the Company’s ability to realize anticipated synergies or obtain the results anticipated; risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency exchange rates; the imposition of tariffs and enhanced trade, import or export restrictions or changes in U.S. trade policy or similar government actions; and global, regional or political instability and geopolitical tensions; the Company’s level of indebtedness and future cash needs; failure to generate sufficient cash to service the Company’s indebtedness; the ability of the Company and the acquired business to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in their respective industries and technological advances; the ability of the Company and the acquired business to compete in their respective industries and the effects of increased competition; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including those set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other factors described from time to time in the Company’s filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.
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.
| UL SOLUTIONS INC. | ||||||
| Date: April 13, 2026 | By: | /s/ Ryan D. Robinson | ||||
| Ryan D. Robinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
UL Solutions Inc. Broadens Portfolio with Agreement to Acquire Eurofins
Scientific’s Electrical & Electronics Business1
Expands UL Solutions’ global laboratory footprint and enhances commitment to TIC services for electrical safety and connected products
Transaction expected to close in Q4 2026 subject to regulatory approvals and customary closing conditions
NORTHBROOK, Ill. – (BUSINESS WIRE) – April 13, 2026 – UL Solutions Inc. (NYSE: ULS), a global leader in applied safety science, today announced it has entered into a definitive agreement to acquire the electrical and electronics (E&E) business (inclusive of the MET Labs certification mark) of Eurofins Scientific SE (“Eurofins”).
| • | The transaction expands UL Solutions’ global footprint and is intended to enhance its testing, inspection and certification (TIC) business for electrical safety and connected products. |
| • | Purchase price represents an enterprise value of approximately €575 million (approximately $670 million). |
| • | Expected to be funded with cash on hand, including proceeds from the sale of the Company’s Employee Health and Safety software business, and available capacity on the Company’s undrawn credit facility. |
| • | Expected to close in the fourth quarter of 2026, subject to customary closing conditions, including applicable regulatory approvals. |
“Our technical talent, global accreditations and service portfolio differentiate us in our industry, and our strong balance sheet helps enable us to extend our capabilities and footprint globally to serve our customers’ evolving needs as strategic opportunities arise,” said President and CEO Jennifer Scanlon. “This transaction fits our ambition to be the acquirer of choice, and I am thrilled at the prospect of welcoming highly skilled colleagues who share our mission of working for a safer world to the UL Solutions team. We expect the megatrends propelling our growth will continue to accelerate, especially in digitization and global product compliance for increasingly connected products.”
Eurofins’ E&E business provides testing, compliance and certification services, including supporting global market access for electromagnetic compatibility and wireless testing, electrical safety, medical devices, and other technologies. The acquisition is expected to extend the Company’s capabilities in key geographies including EMEA and Asia-Pacific and help drive continued growth in the Consumer segment by bringing together a global infrastructure of complementary electrical testing and certification services to meet customer needs.
The E&E business is expected to generate approximately $200 million in revenue in 2026. The purchase price represents an enterprise value of approximately €575 million (approximately $670 million) on a debt-free, cash-free basis, as of the applicable lockbox date and subject to customary adjustments. It corresponds to a multiple of approximately 14.5 times estimated 2026 EBITDA2 inclusive of run-rate net cost synergies expected to be realized within three years following closing of the transaction. The transaction is anticipated to be accretive to Adjusted Diluted Earnings Per Share in the first full calendar year after closing, excluding intangible amortization and integration costs.
The Company expects to fund the transaction through a combination of its existing cash and revolving credit facility. Aligned with the Company’s strategy of focusing its portfolio on TIC and Risk & Compliance software capabilities, approximately 30% of the purchase price is anticipated to be funded through proceeds from the Company’s previously announced sale of its Employee Health and Safety software business, which closed on April 1, 2026.
The transaction, subject to regulatory approvals and other customary closing conditions, is expected to close in the fourth quarter of 2026. As such, the acquisition is not expected to impact the Company’s 2026 full-year outlook for organic revenue growth or Adjusted EBITDA margin.
Date for First Quarter 2026 Results
The Company plans to release financial results for the first quarter of 2026 before the market opens on Tuesday, May 5. Management will host a webcast and conference call that same day at 8:30 a.m. EDT (7:30 a.m. CDT) to review results.
| 1 | This press release includes references to non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” later in this release for further information. |
| 2 | EBITDA multiple represents E&E enterprise value, as of August 31, 2025, divided by projected 2026 E&E earnings (inclusive of run-rate net cost synergies) before interest expense, income tax expense, depreciation expense and amortization expense, further adjusted to exclude other expense (income), stock-based compensation expense, transaction fees and integration costs directly related to the E&E acquisition, and adjusted to remove historical cost allocations from the seller and to reflect estimated incremental costs of the business. |
About UL Solutions
A global leader in applied safety science, UL Solutions Inc. (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, advisory offerings and software solutions 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.
Investors and others should note that UL Solutions intends to routinely announce material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the UL Solutions Investor Relations website. We also intend to use certain social media channels as a means of disclosing information about us and our products to consumers, our customers, investors and the public on our X account (@UL_Solutions) and our LinkedIn account (@ULSolutions). The information posted on social media channels is not incorporated by reference in this press release or in any other report or document we file with the SEC. While not all of the information that the Company posts to the UL Solutions Investor Relations website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in UL Solutions to review the information shared on our Investor Relations website at ir.ul.com and to regularly follow our social media accounts. Users can automatically receive email alerts and information about the Company by subscribing to “Investor Email Alerts” at the bottom of the UL Solutions Investor Relations website at ir.ul.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. These statements include, but are not limited to, statements related to the Company’s plans, objectives, goals, expectations, beliefs, business strategies, future events, business conditions, business trends, outlook and expectations, including with respect to the proposed transaction with Eurofins (the “Transaction”), its anticipated timing, completion and expected benefits, and involve known and unknown risks that are difficult to predict. In some cases, you can identify forward-looking statements by the use of words such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continues”, “outlook” and variations of these terms and similar expressions, or the negative of these terms or similar expressions (although not all forward-looking statements may contain such words). The Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements made in this press release, including, but not limited to, the following: the occurrence of any event, change, or other circumstance that could give rise to the termination of the Transaction and the payment of a break fee; the possibility that one or more closing conditions to the Transaction, including the receipt of certain regulatory approvals, may not be satisfied or waived, in a timely manner or at all, including the risk that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transaction, or may require conditions, limitations, or restrictions in connection with such approvals; the risk that the Transaction may not be completed within the expected timeframe, or at all; unexpected costs, charges or expenses resulting from the Transaction; uncertainty regarding the expected financial performance following completion of the Transaction; the Company’s ability to achieve its short-term and long-term operating targets following completion of the Transaction; the effects that the announcement or pendency of the Transaction may have on the Company; the acquired business’ and the Company’s respective businesses and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the acquired business or the Company do business; the effects that termination of the Transaction may have on the Company or its business; failure to successfully complete the Transaction; legal proceedings that may be instituted related to the Transaction; the Company’s ability or failure to successfully integrate the acquired business with existing operations; the Company’s ability to realize anticipated synergies or obtain the results anticipated; risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency
exchange rates; the imposition of tariffs and enhanced trade, import or export restrictions or changes in U.S. trade policy or similar government actions; and global, regional or political instability and geopolitical tensions; the Company’s level of indebtedness and future cash needs; failure to generate sufficient cash to service the Company’s indebtedness; the ability of the Company and the acquired business to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in their respective industries and technological advances; the ability of the Company and the acquired business to compete in their respective industries and the effects of increased competition; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including those set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other factors described from time to time in the Company’s filings with the SEC.
If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.
Non-GAAP Financial Measures
This press release includes forward-looking financial measures not prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), including estimated 2026 EBITDA inclusive of run-rate net cost synergies and Adjusted Diluted Earnings Per Share excluding intangible amortization and integration costs. Management uses non-GAAP financial measures in addition to GAAP measures to understand and compare operating results across periods and for planning, forecasting and other purposes. Management believes these non-GAAP financial measures provide useful information to investors in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating income, diluted earnings per share, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies due to potential differences between the companies in calculations.
The Company believes estimated 2026 EBITDA inclusive of run-rate net cost synergies and Adjusted Diluted Earnings Per Share excluding intangible amortization and integration costs enable investors to measure the operational strength and performance of its business and remove the effects of certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance.
There are material limitations to using these non-GAAP financial measures. Estimated 2026 EBITDA inclusive of run-rate net cost synergies does not take into account certain significant items, including interest expense, income tax expense, depreciation expense, amortization expense, other expense (income), stock-based compensation expense, certain transaction-related costs directly related to the E&E acquisition (including, but not limited to, integration costs), or future allocations of corporate support costs that may be made to the business, which directly affect the E&E business’ net income. Further, run-rate net cost synergies reflect management’s current estimates and are subject to change based on integration timing and execution. Adjusted Diluted Earnings Per Share excluding intangible amortization and integration costs does not take into account certain significant items, including other expense (income), net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, intangible amortization and integration costs directly related to the E&E acquisition, which directly affect the Company’s diluted earnings per share. These measures should be used in addition to, and not in lieu of, financial measures prepared in accordance with GAAP.
The Company is not able to reconcile these forward-looking non-GAAP measures to the most directly comparable GAAP measures because the Company cannot predict, without unreasonable effort, the timing and amount of reconciling items for certain components of net income. These items may include, among other things, foreign exchange gains or losses, interest income/expense on associated financing activities, income tax related impacts, the timing, amount and form of future stock-based compensation awards, the timing, scope and magnitude of transaction fees, integration costs and restructuring charges, the timing and amount of asset impairment charges, and amortization of intangible assets and depreciation as the allocation of purchase price to intangible assets and property, plant and equipment has not yet been performed. Because these adjustments are inherently variable and uncertain and depend on various factors that are beyond the Company’s control, the Company is unable to predict their probable significance. As such, the variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results.
Media:
Kathy Fieweger
Senior Vice President and Chief Corporate Communications Officer
Kathy.Fieweger@ul.com
+1 312-852-5156
Investors:
Yijing Brentano
Vice President, Investor Relations
IR@ul.com
Exhibit 99.2 Acquisition of Eurofins Scientific SE’s Electrical & Electronics (E&E) Business April 13, 2026
Disclaimer This presentation and accompanying statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. These include, among other things, statements regarding the proposed transaction with Eurofins Scientific SE (the “Transaction”), the anticipated timing, completion and expected benefits of the Transaction, including anticipated synergies, financial performance and expected financial impact (including accretion). These forward-looking statements are based on the Company’s current expectations, estimates and assumptions and involve known and unknown risks and uncertainties that are difficult to predict. In some cases, you can identify these statements by terms such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continues,” “outlook” and similar expressions (although not all forward-looking statements contain such words). The Company cautions that such statements are not guarantees of future performance and that actual results may differ materially from those expressed or implied. Important factors that could cause actual results to differ materially include, among others: the risk that the Transaction may not be completed on the expected terms or timing, or at all, including failure to obtain required regulatory approvals or satisfy closing conditions; unexpected costs, charges or expenses related to the Transaction; risks relating to the integration of the acquired business and the realization and timing of anticipated synergies; the Company’s ability to achieve expected financial results following completion of the Transaction; the effects of the announcement or pendency of the Transaction on the Company’s business and relationships; global, regional and geopolitical conditions; and other factors described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as in subsequent filings with the SEC. These factors should not be considered exhaustive. All forward-looking statements are based on information available as of the date of this presentation, and the Company undertakes no obligation to update or revise these statements, except as required by law. All amounts in this presentation are in USD unless otherwise stated. All trademarks and logos depicted in this presentation are the property of their respective owners and are displayed solely for purposes of illustration. Such use should not be construed as an endorsement of the products or services of the Company. Non-GAAP measures This presentation includes forward-looking financial measures not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), including synergized estimated 2026 EBITDA and Adjusted Diluted EPS excluding intangible amortization and integration costs. Management uses non-GAAP measures in addition to GAAP measures to understand and compare operating results across periods and for planning, forecasting and other purposes. There are material limitations to using these non-GAAP measures and they should not be considered in isolation or as substitutes for GAAP measures. In addition, these measures may not be comparable to similarly titled measures used by other companies. The Company is not able to reconcile these forward-looking non-GAAP measures to the most directly comparable GAAP measures because the Company cannot predict, without unreasonable effort, the timing and amount of reconciling items for certain components of net income. These items may include, among other things, foreign exchange gains or losses, interest income/expense on associated financing activities, income tax related impacts, the timing, amount and form of future stock-based compensation awards, the timing, scope and magnitude of transaction fees, integration costs and restructuring charges, the timing and amount of asset impairment charges, and amortization of intangible assets and depreciation as the allocation of purchase price to intangible assets and property, plant and equipment has not yet been performed. Because these adjustments are inherently variable and uncertain and depend on various factors that are beyond the Company’s control, the Company is unable to predict their probable significance. As such, the variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results. 2
Transaction Overview • Acquiring Eurofins Scientific's E&E business, a global provider of TIC services for electromagnetic compatibility and wireless testing, electrical safety, and other technologies Eurofins E&E Overview • Expected to generate approximately $200 million in revenue in 2026, with a balanced mix across EMEA, Asia-Pacific and US • Expands UL Solutions’ global laboratory footprint and enhances commitment to TIC services for electrical safety and connected products Strategic • Aligns with global megatrends shaping our world, especially in digitization and global compliance Rationale • Increases breadth of capabilities, geographic reach, and ongoing certification services 1 2 • Transaction value of ~$670 million, ~14.5x synergized estimated 2026 EBITDA Key • Expected to be accretive to Adjusted Diluted EPS in the first full calendar year post-close, Transaction excluding intangible amortization and integration costs Details • Expected closing in Q4 2026 subject to regulatory approvals and customary closing conditions 1 Including run-rate net cost synergies expected to be realized within three years following closing of the transaction excluding intangible amortization and integration costs. 2 EBITDA multiple represents E&E enterprise value, as of August 31, 2025, divided by projected 2026 E&E earnings (inclusive of run-rate net cost synergies) before interest expense, income tax expense, 3 depreciation expense and amortization expense, further adjusted to exclude other expense (income), stock-based compensation expense, transaction fees and integration costs directly related to the E&E acquisition, and adjusted to remove historical cost allocations from the seller and to reflect estimated incremental costs of the business.
Eurofins E&E Global Presence and Capabilities Eurofins E&E Overview Global Footprint EMEA Asia-Pacific United States 25 labs 12 labs 7 labs • Eurofins Scientific's E&E business is a global provider of TIC services for electromagnetic compatibility and wireless testing, electrical safety, and other technologies • Helps enable clients to navigate complex regulatory UK South Korea landscapes and accelerate market access • Well-invested laboratory network, with strength in EMEA 44 ~$200M >1,200 Global and Asia-Pacific, and growing US footprint 2026E Revenue Accreditations laboratories Key Capabilities Electromagnetic Electrical Wireless Field compatibility safety evaluation Performance Simulation Explosive Product safety testing atmosphere certification 4
Advances Our Mission of Working for a Safer World E&E Acquisition Broadens Global Product TIC Portfolio Broadens our Product TIC Electrical safety and connected products with focus on electromagnetic ü Capabilities compatibility, wireless and safety testing Enhances ULS >1,200 accreditations globally including the MET certification mark ü Accreditation Portfolio Aligned With Megatrends Digitalization and global product compliance for increasingly connected ü Shaping our World products propelling growth 44 laboratories across EMEA, Asia Pacific, and the US Increases Client Proximity ü Funded through existing cash and credit facilities; expected to be accretive to Funding and Expected Adjusted Diluted EPS in the first full calendar year post-close, excluding ü Financial Impact intangible amortization and integration costs 5