UL Solutions discloses 12.5M-share secondary offering at $78

UL Solutions Inc. reports that a selling stockholder entered into an underwriting agreement to sell 12,500,000 shares of the company’s Class A common stock.

Rhea-AI Filing Summary

UL Solutions Inc. reports that a selling stockholder entered into an underwriting agreement to sell 12,500,000 shares of the company’s Class A common stock. The shares were priced at a public offering price of $78.00 per share, with underwriters granted a 30‑day option to purchase up to an additional 1,875,000 shares at the same price, less underwriting discounts and commissions.

The transaction is a secondary offering, meaning the selling stockholder, not the company, receives the proceeds. The company states that it did not receive any proceeds from the sale. The shares were offered under an effective Form S-3 shelf registration, and UL Solutions filed the underwriting agreement and a Delaware law legal opinion as exhibits to this report.

Insights

Equity Capital Markets Analyst

Large secondary share sale increases public float, with no cash to UL Solutions.

UL Solutions Inc. discloses that a selling stockholder agreed to sell 12,500,000 Class A common shares at a public offering price of $78.00 per share. The underwriters also received a 30‑day option for up to 1,875,000 additional shares at the same price, less discounts and commissions. The offering closed on December 5, 2025, so the sale has been completed.

Because this is a secondary offering, the company explicitly states it did not receive any proceeds from the sale. The main effect is a shift in ownership from the selling stockholder to public investors, potentially increasing trading liquidity and reducing concentrated holdings. The transaction was conducted under an effective Form S-3 shelf, with an underwriting agreement and Delaware law opinion filed as exhibits for transparency.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share sale did UL Solutions Inc. (ULS) announce?

UL Solutions Inc. disclosed that a selling stockholder agreed to sell 12,500,000 shares of the company’s Class A common stock in an underwritten public offering.

At what price were UL Solutions Inc. (ULS) shares sold in the secondary offering?

The Class A common stock was sold at a public offering price of $78.00 per share.

Did UL Solutions Inc. (ULS) receive any proceeds from this share offering?

No. The company states it did not receive any proceeds from the sale because the shares were sold by a selling stockholder in a secondary offering.

Was there an over-allotment option in the UL Solutions Inc. (ULS) offering?

Yes. The selling stockholder granted the underwriters a 30‑day option to purchase up to an additional 1,875,000 shares of Class A common stock at the public offering price, less discounts and commissions.

Which underwriters managed the UL Solutions Inc. (ULS) secondary share sale?

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives of the several underwriters for the offering.

Under what registration did UL Solutions Inc. (ULS) conduct this offering?

The shares were offered and sold under a prospectus supplement and related prospectus filed pursuant to an effective Registration Statement on Form S-3 (File No. 333-289258).

What legal opinion was filed in connection with the UL Solutions Inc. (ULS) share sale?

A legal opinion letter from Latham & Watkins LLP regarding certain Delaware law issues related to the Class A common stock was filed as Exhibit 5.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/05/2025 - 04:05 PM Learn about SEC filing dates

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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): December 3, 2025

___________________________________

UL Solutions Inc.

(Exact name of registrant as specified in charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42012 (Commission File Number)			27-0913800 (IRS Employer  Identification No)
333 Pfingsten Road Northbrook, Illinois (Address of principal executive offices)						60062 (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 communication 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 8.01. Other Events.

Class A Common Stock Offering; Underwriting Agreement

On December 3, 2025, UL Solutions Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the selling stockholder named in Schedule II thereto (the “Selling Stockholder”) and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters 12,500,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”). The Shares were sold at a public offering price of $78.00 per share. In connection with the offering, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 1,875,000 shares of Class A common stock at the public offering price, less the Underwriters’ discounts and commissions.

On December 5, 2025, the offering closed. The Company did not receive any proceeds from the sale of the Shares in the offering.

The Shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to an effective Registration Statement on Form S-3 (File No. 333-289258). A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

Legal Opinion Letter

A legal opinion letter of Latham & Watkins LLP regarding certain Delaware law issues related to the Class A common stock is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
1.1						Underwriting Agreement, dated as of December 3, 2025, by and among the Company, the Selling Stockholder and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
5.1						Opinion of Latham & Watkins LLP
23.1						Consent of Latham & Watkins LLP (contained in opinion filed as Exhibit 5.1 hereto)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 5, 2025			By:			/s/ Ryan D. Robinson
						Ryan D. Robinson Executive Vice President and Chief Financial Officer