UL Solutions (NYSE: ULS) approves $20M five-year performance share award for CEO

Rhea-AI Filing Summary

UL Solutions Inc. approved a special, one-time performance share unit award for President and CEO Jennifer F. Scanlon under its 2024 Long-Term Incentive Plan. The grant has a target value of $20 million, converted into 200,120 PSUs using the Class A share closing price on the June 1, 2026 grant date.

The PSUs vest over five years based on both continued service and performance. Service vesting occurs 30%, 30% and 40% on the third, fourth and fifth anniversaries of the grant date, if she remains employed in an approved role. Payout depends on stock price and relative total shareholder return through June 1, 2031, with full payout requiring substantial share price appreciation or strong performance versus S&P 500 companies. Change in control, termination, death or disability trigger specific pro-rata, forfeiture, conversion or acceleration outcomes defined in the plan and award agreement.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO special award value: $20 million PSUs granted: 200,120 PSUs Baseline stock price: $90.54 +5 more

8 metrics

CEO special award value $20 million Target grant value converted into PSUs on June 1, 2026

PSUs granted 200,120 PSUs Target number of performance share units for CEO special award

Baseline stock price $90.54 60-trading day average closing price preceding grant date, adjusted for dividends

Stock price threshold $135.81 Minimum 60-day average price to earn 50%–100% of PSUs

Maximum payout stock price $181.08 60-trading day average price for 100% PSU payout under stock metric

TSR percentile threshold 55th percentile Relative TSR vs S&P 500 needed to earn up to 60% of PSUs

Service vesting schedule 30% / 30% / 40% Vesting on 3rd, 4th and 5th anniversaries of June 1, 2026

Performance period end June 1, 2031 End date for stock price and relative TSR performance measurement

Key Terms

performance share units, relative total shareholder return, change in control, claw back, +1 more

5 terms

performance share units financial

"a special, one-time grant of performance share units (“PSUs”) to Jennifer F. Scanlon"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

relative total shareholder return financial

"the Company’s achievement of two alternative metrics: stock price and relative total shareholder return (“TSR”)"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

change in control financial

"in certain circumstances, following a change in control (each as defined in the 2024 LTIP)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

claw back financial

"the Company may claw back prior payments or shares issued in connection with the award"

restricted stock units financial

"the PSUs will be converted to restricted stock units (“RSUs”), assuming achievement at target"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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Understanding 8-K Material Events →

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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): June 1, 2026

___________________________________

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)						(Zip Code)
Registrant’s telephone number, including area code: (847) 272-8800
Not applicable
(Former name or former address, if changed since last report)

___________________________________

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(s)			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 Securities 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2026, (the “Grant Date”), the Human Capital and Compensation Committee of the Board of Directors (the “Committee”) recommended, and the Board of Directors (the “Board”) of UL Solutions Inc. (the “Company”) approved, a special, one-time grant of performance share units (“PSUs”) to Jennifer F. Scanlon, the Company’s President and Chief Executive Officer (the “CEO Special Performance Award”), pursuant to the UL Solutions Inc. 2024 Long-Term Incentive Plan (the “2024 LTIP”). Effective as of the Grant Date, Ms. Scanlon was granted a target number of 200,120 PSUs, which was determined by dividing $20 million by the closing price of the Company’s Class A common stock on the New York Stock Exchange on the Grant Date, pursuant to a PSU award agreement between her and the Company (the “Agreement”). The PSUs are subject to both continued service and performance-based vesting conditions.

The CEO Special Performance Award is intended to incentivize Ms. Scanlon’s continued employment with the Company and focus on its next phase of growth and strategic execution. Specifically, the CEO Special Performance Award links Ms. Scanlon’s incentives thereunder to the Company’s stock price and associated long-term value creation for its stockholders over the next five years. The Committee and the Board granted the CEO Special Performance Award instead of increasing the value of Ms. Scanlon’s annual long-term incentive awards in part to facilitate a longer performance/vesting horizon and to ensure that the incremental compensation is 100% performance-based. The CEO Special Performance Award does not continue to vest if Ms. Scanlon retires before the end of the applicable vesting periods.

Ms. Scanlon will satisfy the continued service vesting condition in 30%, 30% and 40% increments on the third, fourth and fifth anniversaries of the Grant Date, respectively, so long as she remains continuously employed as the Company’s Chief Executive Officer (or in another Board-approved employee role) through each such date. Service-vested PSUs will be settled following conclusion of the Performance Period (as defined below), subject to achievement of the performance-based vesting criteria described below and with exceptions for a termination due to cause, death, disability and, in certain circumstances, following a change in control (each as defined in the 2024 LTIP).

The service-vested PSUs may be earned based on the Company’s achievement of two alternative metrics: stock price and relative total shareholder return (“TSR”).

•Stock Price Metric. If the Company’s stock price increases to at least $135.81 at any time from December 1, 2028 through June 1, 2031 (the “Stock Price Metric Performance Period”), 50% to 100% of the PSUs are eligible to be earned (subject to service vesting). A 100% payout will be earned if the Company’s stock price increases to at least $181.08, subject to linear interpolation for achievement between $135.81 and $181.08. No PSUs are earned for stock price appreciation below $135.81, and payout is capped at 100% of the PSUs granted. Stock price appreciation is measured by comparing the highest 60-trading day average closing price during the Stock Price Metric Performance Period to $90.54, which is the 60-trading day average closing price immediately preceding the Grant Date, as adjusted for dividends.

•Relative TSR Metric. Alternatively, if the Company’s TSR is at or above the 55th percentile of the TSR of S&P 500 index companies from the Grant Date through June 1, 2031 (the “Relative TSR Metric Performance Period,” and together with the Stock Price Metric Performance Period, the “Performance Period”), 60% of the PSUs are eligible to be earned (subject to service vesting), inclusive of PSUs earned under the stock price metric, if any. TSR is measured as the cumulative change in stock price plus aggregate dividends during the Relative TSR Metric Performance Period, using the 60-trading day average closing price immediately preceding the Grant Date ($90.54 for the Company), and the average closing price during the last 60-trading days of the Relative TSR Performance Period.

If Ms. Scanlon is terminated for cause (or grounds for cause exist) during the Performance Period, all vested PSUs are forfeited and the Company may claw back prior payments or shares issued in connection with the award. Upon death or disability during the Performance Period, the PSUs vest pro-rata, assuming achievement at target. Upon a change in control if the PSUs are not assumed (as defined in the 2024 LTIP), then, so long as Ms. Scanlon is continuously employed through the date of such change in control, the PSUs will fully vest on such date. If the PSUs are assumed upon a change in control, then the PSUs will be converted to restricted stock units (“RSUs”), assuming achievement at target, and continue to vest in accordance with the continued service vesting condition. If Ms. Scanlon is terminated without cause or resigns for good reason (as defined in the Agreement) within 24 months after the change in control, all unvested RSUs fully vest. For any other termination (including retirement), unvested PSUs are forfeited and vested PSUs are settled in accordance with the Agreement.

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: June 3, 2026			By:			/s/ Ryan D. Robinson
						Ryan D. Robinson
						Executive Vice President and Chief Financial Officer

FAQ

What is the value of UL Solutions (ULS) CEO Jennifer Scanlon’s special PSU award?

The CEO received a special performance share unit award with a target value of $20 million. This value was converted into 200,120 PSUs using the closing price of UL Solutions Class A common stock on the June 1, 2026 grant date.

How do the 200,120 PSUs granted to UL Solutions (ULS) CEO vest over time?

The PSUs vest based on continued service and performance. Service vesting occurs in 30%, 30% and 40% tranches on the third, fourth and fifth anniversaries of the June 1, 2026 grant date, provided Jennifer Scanlon remains employed in a Board-approved role.

What stock price targets affect UL Solutions (ULS) CEO special PSU payout?

The stock price metric uses a baseline of $90.54. If the share price reaches at least $135.81, 50%–100% of PSUs may be earned, with 100% payout at $181.08, based on the highest 60-trading day average during the performance period ending June 1, 2031.

How does the relative TSR metric work for UL Solutions (ULS) CEO performance award?

The relative total shareholder return metric compares UL Solutions’ TSR to S&P 500 companies from grant date through June 1, 2031. If TSR is at or above the 55th percentile, up to 60% of PSUs may be earned, inclusive of any earned under the stock price metric.

What happens to UL Solutions (ULS) CEO PSUs if there is a change in control?

If a change in control occurs and PSUs are not assumed, and Jennifer Scanlon remains employed through that date, the PSUs fully vest. If assumed, they convert to RSUs at target and continue vesting; certain terminations within 24 months cause remaining RSUs to fully vest.

Under what circumstances can UL Solutions (ULS) forfeit or claw back CEO PSUs?

If Jennifer Scanlon is terminated for cause, or if cause exists during the performance period, all vested PSUs are forfeited and the company may claw back prior payments or shares. For retirement or other terminations not specifically protected, unvested PSUs are forfeited under the agreement.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB