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UL Solutions (NYSE: ULS) EVP Linda Chapin gains stock via RSU awards and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UL Solutions Inc. EVP & CHRO Linda S. Chapin reported several compensation-related equity transactions. She exercised 917 restricted stock units into Class A common stock and received a grant of 2,365 new restricted stock units, each representing a right to one Class A share.

On the same date, she acquired 5,815 shares of Class A common stock and had 385 and 2,577 shares withheld at $84.57 per share to cover tax obligations. After these transactions, she directly owned 22,073 shares of Class A common stock and continued to hold restricted stock units that vest over future anniversaries.

Positive

  • None.

Negative

  • None.
Insider Chapin Linda S
Role EVP & CHRO
Type Security Shares Price Value
Exercise Restricted Stock Units 917 $0.00 --
Grant/Award Restricted Stock Units 2,365 $0.00 --
Exercise Class A Common Stock 917 $0.00 --
Tax Withholding Class A Common Stock 385 $84.57 $33K
Grant/Award Class A Common Stock 5,815 $84.57 $492K
Tax Withholding Class A Common Stock 2,577 $84.57 $218K
Holdings After Transaction: Restricted Stock Units — 1,838 shares (Direct); Class A Common Stock — 19,220 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
RSUs exercised 917 units Restricted stock units converted into Class A common stock on April 1, 2026
New RSU grant 2,365 units Restricted stock units granted, each representing one Class A share
Share award 5,815 shares Class A common stock granted on April 1, 2026
Tax withholding shares 2,962 shares Combined 385 and 2,577 shares withheld to cover tax liabilities
Tax withholding price $84.57 per share Valuation used for Class A shares delivered for tax obligations
Shares owned after 22,073 shares Direct Class A common stock holdings following all reported transactions
RSUs after exercise 1,838 units Restricted stock units remaining in that specific award after 917-unit settlement
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Pre-IPO Long Term Incentive Plan financial
"performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan"
dividend equivalent rights financial
"Includes restricted stock units and all dividend equivalent rights that have accrued"
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.
performance criteria financial
"as a result of the achievement of certain performance criteria not related to the passage of time"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CHRO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026M917A(1)19,220D
Class A Common Stock04/01/2026F385D$84.5718,835D
Class A Common Stock04/01/2026A5,815(2)A$84.5724,650D
Class A Common Stock04/01/2026F2,577D$84.5722,073D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/01/2026M917 (3) (3)Class A Common Stock917$01,838(4)D
Restricted Stock Units(1)04/01/2026A2,365 (5) (5)Class A Common Stock2,365$02,365D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price.
3. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
4. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
5. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
/s/ Ryan Robinson, Attorney-in-Fact04/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity transactions did ULS executive Linda S. Chapin report on this Form 4?

Linda S. Chapin reported compensation-related equity activity, including exercising 917 restricted stock units into Class A common stock and receiving grants of additional restricted stock units and shares. These entries reflect routine long-term incentive plan settlements rather than open-market purchases or sales.

How many UL Solutions (ULS) restricted stock units did Linda Chapin acquire?

Linda Chapin acquired 2,365 restricted stock units, each representing a contingent right to one share of UL Solutions Class A common stock. These units vest in three equal installments on the first, second, and third anniversaries of April 1, 2026, aligning with long-term incentive compensation.

How many UL Solutions (ULS) shares does Linda Chapin hold after these transactions?

Following the reported transactions, Linda Chapin directly holds 22,073 shares of UL Solutions Class A common stock. This figure reflects net shares after an option-like RSU settlement, new share awards, and shares withheld to satisfy tax obligations related to the equity compensation.

Were any of Linda Chapin’s UL Solutions (ULS) transactions open-market sales or purchases?

The filing shows no open-market sales or purchases. Activity consists of derivative exercises, share grants, and tax-withholding dispositions coded as “M,” “A,” and “F.” Shares withheld under code “F” were delivered to cover tax liabilities rather than sold in the market.

What price is shown for Linda Chapin’s UL Solutions (ULS) tax-withholding entries?

The tax-withholding dispositions are recorded at $84.57 per share for UL Solutions Class A common stock. This price is used to value 385 and 2,577 shares withheld to satisfy tax obligations arising from equity awards, not from discretionary market trades.

How do Linda Chapin’s UL Solutions (ULS) RSUs vest over time?

Certain restricted stock units vest in three equal installments on the first, second, and third anniversaries of April 1, 2025, while others vest similarly from April 1, 2026. This schedule ties Linda Chapin’s compensation to UL Solutions’ long-term performance and continued service.