UL Solutions (ULS) SVP & CAO sells 725 shares, reports new RSU accruals

Rhea-AI Filing Summary

UL Solutions Inc. Senior VP & CAO Karen K. Pepping reported an open-market sale of 725 shares of Class A Common Stock at $97.74 per share. After this sale, she directly holds 8,082 common shares. The filing also records three small awards of Restricted Stock Units (RSUs), each for 1 unit, representing dividend equivalent rights that will convert into one share of Class A Common Stock per unit as they vest. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 6, 2026.

Insider Trade Summary 10b5-1

Net Seller: 725 shares ($70,862)

Net Sell 4 txns

Insider PEPPING KAREN K

Role Senior VP & CAO

Sold 725 shs ($71K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	725	$97.74	$71K
Grant/Award	Restricted Stock Units	1	$0.00	--
Grant/Award	Restricted Stock Units	1	$0.00	--
Grant/Award	Restricted Stock Units	1	$0.00	--

Holdings After Transaction: Class A Common Stock — 8,082 shares (Direct, null); Restricted Stock Units — 736 shares (Direct, null)

Footnotes (1)

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2026. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. Represents accrual of dividend equivalent rights on RSUs held by the Reporting Person. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of May 1, 2024. Includes RSUs and all dividend equivalent rights that have accrued on such RSUs to date. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2025. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2026.

Key Figures

Shares sold: 725 shares Sale price: $97.74 per share Shares held after sale: 8,082 shares +3 more

6 metrics

Shares sold 725 shares Class A Common Stock open-market sale

Sale price $97.74 per share Price for 725 sold shares

Shares held after sale 8,082 shares Direct Class A Common Stock holding post-transaction

Single RSU accrual 1 1 RSU Derivative position total 927 units after transaction

Single RSU accrual 2 1 RSU Derivative position total 872 units after transaction

Single RSU accrual 3 1 RSU Derivative position total 736 units after transaction

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units, dividend equivalent rights, vest in three equal installments

4 terms

Rule 10b5-1 trading plan regulatory

"These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock."

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.

dividend equivalent rights financial

"Represents accrual of dividend equivalent rights on RSUs held by the Reporting Person."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

vest in three equal installments financial

"The RSUs vest in three equal installments on the first, second and third anniversaries of May 1, 2024."

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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

X

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^*

PEPPING KAREN K

(Last) (First) (Middle)

C/O UL SOLUTIONS INC.

333 PFINGSTEN ROAD

(Street)

NORTHBROOK ILLINOIS 60062

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Senior VP & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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

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

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

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
Class A Common Stock	06/09/2026		S(1)		725	D	$97.74	8,082	D

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	(2)	06/08/2026		A		1(3)		(4)	(4)	Class A Common Stock	1	$0	736(5)	D
Restricted Stock Units	(2)	06/08/2026		A		1(3)		(6)	(6)	Class A Common Stock	1	$0	872(5)	D
Restricted Stock Units	(2)	06/08/2026		A		1(3)		(7)	(7)	Class A Common Stock	1	$0	927(5)	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2026.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. Represents accrual of dividend equivalent rights on RSUs held by the Reporting Person.

4. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of May 1, 2024.

5. Includes RSUs and all dividend equivalent rights that have accrued on such RSUs to date.

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

7. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2026.

	/s/ Ryan Robinson, Attorney-in-Fact	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did UL Solutions (ULS) report for Karen K. Pepping?

UL Solutions reported that Senior VP & CAO Karen K. Pepping sold 725 shares of Class A Common Stock in an open-market transaction. The sale was recorded at a price of $97.74 per share under a pre-arranged Rule 10b5-1 trading plan.

At what price did Karen K. Pepping sell UL Solutions (ULS) shares?

Karen K. Pepping sold 725 UL Solutions Class A Common Stock shares at $97.74 per share. This transaction was classified as an open-market sale and was executed pursuant to a Rule 10b5-1 trading plan adopted on March 6, 2026.

How many UL Solutions (ULS) shares does Karen K. Pepping hold after the sale?

Following the reported sale, Karen K. Pepping directly holds 8,082 shares of UL Solutions Class A Common Stock. This post-transaction holding reflects her remaining direct equity position after selling 725 shares in the open market under a Rule 10b5-1 plan.

What Restricted Stock Unit (RSU) activity was reported for UL Solutions (ULS)?

The filing shows three RSU-related acquisitions of 1 unit each, at a price of $0.00 per unit. Each RSU represents a contingent right to receive one share of Class A Common Stock, primarily arising from accrued dividend equivalent rights on existing RSU awards.

Were the UL Solutions (ULS) insider sales made under a Rule 10b5-1 plan?

Yes. The Form 4 notes that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Karen K. Pepping on March 6, 2026. Such plans pre-schedule trades, making the timing more routine and less discretionary than ad hoc market transactions.

How do dividend equivalent rights affect UL Solutions (ULS) RSUs in this filing?

Dividend equivalent rights on UL Solutions RSUs accrue additional RSU units that mirror cash dividends. These rights vest proportionately with the underlying RSUs, which in this case vest in three equal installments on the first, second, and third anniversaries of specified grant dates.