[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Linda S. Chapin, EVP & CHRO of UL Solutions Inc. (ULS), reported acquisitions on Form 4 related to dividend equivalent rights tied to restricted stock units. The filing shows transactions dated 09/08/2025 that accrued dividend-equivalent rights converting into Class A Common Stock: one accrual of 5 shares tied to RSUs that vest beginning May 1, 2024, and a second accrual of 5 shares tied to RSUs that vest beginning April 1, 2025. Following these accruals, the filing reports beneficial ownership totals of 2,911 and 2,747 shares for the respective award groups. The disclosure explains dividend equivalents vest proportionately with the underlying restricted stock units and are contingent on the RSU vesting schedule.

The Form 4 is signed by an attorney-in-fact on behalf of the reporting person on 09/10/2025. No cash price is associated with these accrued dividend equivalent rights in the filing.

Positive

• Transparent disclosure of dividend-equivalent accruals tied to RSU vesting schedules
• No cash paid or market transaction required for the reported accruals, indicating administrative compensation mechanics

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine accrual of dividend-equivalent rights on existing RSUs results in small, non-cash increases to beneficial ownership; not material to valuation.

The filing documents two non-derivative accruals of 5 dividend-equivalent shares each tied to restricted stock units for Linda Chapin, reflecting administrative accruals rather than open-market purchases or sales. The vesting is aligned with the underlying RSU schedules (May 1, 2024 and April 1, 2025), so these shares remain contingent on service/vesting conditions. Reported beneficial ownership levels of 2,911 and 2,747 indicate existing holdings by award groupings. For investors, this is a routine insider compensation-related disclosure with negligible immediate market impact.

Corporate Governance Expert

TL;DR: Disclosure is clear and consistent with typical equity compensation reporting; shows standard alignment of executive incentives with shareholders.

The Form 4 clarifies that dividend equivalents accrue and vest with the restricted stock units, which is standard practice to preserve economic parity for RSU holders. Vesting schedules are explicitly stated, improving transparency about future potential dilution timing. There are no dispositions, option exercises, or unexpected transactions disclosed. This is a routine governance disclosure reflecting compensation mechanics rather than strategic or operational change.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chapin Linda S

(Last) (First) (Middle)

C/O UL SOLUTIONS INC.

333 PFINGSTEN ROAD

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UL Solutions Inc. [ ULS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/08/2025		A		5(2)		(3)	(3)	Class A Common Stock	5	$0	2,911(4)	D
Restricted Stock Units	(1)	09/08/2025		A		5(2)		(5)	(5)	Class A Common Stock	5	$0	2,747(4)	D

Explanation of Responses:

1. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Represents accrual of dividend equivalent rights on restricted stock units held by the Reporting Person.

3. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units vested or will vest in three equal installments on the first, second and third anniversaries of May 1, 2024.

4. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.

5. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of April 1, 2025.

	/s/ Ryan Robinson, Attorney-in-Fact	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Linda S. Chapin report on Form 4 for ULS?

The Form 4 reports accruals of dividend-equivalent rights converting to Class A Common Stock tied to restricted stock units, recorded on 09/08/2025.

How many shares were reported as accrued dividend equivalents?

The filing shows two accruals of 5 dividend-equivalent shares each, tied to separate RSU award groups.

What are the reported beneficial ownership totals after the transactions?

The filing reports beneficial ownership totals of 2,911 shares and 2,747 shares for the respective award groups following the accruals.

Do these transactions involve cash purchases or open-market trades?

No. The accruals are dividend-equivalent rights on RSUs and are recorded as non-cash, administrative accumulations; the filing shows a $0 price.

When do the underlying restricted stock units vest?

One RSU group vests in three equal installments on the first, second and third anniversaries of May 1, 2024; the other vests in three equal installments on the first, second and third anniversaries of April 1, 2025.