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UL Solutions (NYSE: ULS) officer adds dividend-equivalent RSUs in insider Form 4

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

Rhea-AI Filing Summary

UL Solutions Inc. executive reports additional dividend-based RSUs. An officer of UL Solutions Inc. (ULS), serving as Executive Vice President, Chief Business Operations and Innovation Officer, filed a Form 4 for transactions on 12/08/2025. The filing reports the automatic acquisition of dividend equivalent rights on existing restricted stock units (RSUs), covering 9, 8 and 8 additional units, each representing a contingent right to receive one share of Class A common stock at an exercise price of $0.

The dividend equivalent rights accrued on three separate RSU awards and will vest in step with those underlying RSUs. One award vests in three equal installments on the first, second and third anniversaries of May 1, 2024, another on the anniversaries of January 1, 2025, and the third on the anniversaries of April 1, 2025. Following these accruals, the reporting person beneficially owns several thousand RSUs (including prior accrued dividend equivalents) across the three grants in direct ownership.

Positive

  • None.

Negative

  • None.
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).
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*
Schjotz Gitte

(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025
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) 12/08/2025 A 9(2) (3) (3) Class A Common Stock 9 $0 5,508(4) D
Restricted Stock Units (1) 12/08/2025 A 8(2) (5) (5) Class A Common Stock 8 $0 5,051(4) D
Restricted Stock Units (1) 12/08/2025 A 8(2) (6) (6) Class A Common Stock 8 $0 4,923(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 January 1, 2025.
6. 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.
Remarks:
Executive Vice President, Chief Business Operations and Innovation Officer
/s/ Ryan Robinson, Attorney-in-Fact 12/10/2025
** 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 insider transaction did UL Solutions Inc. (ULS) report in this Form 4?

The Form 4 reports that a UL Solutions Inc. officer acquired additional dividend equivalent rights on existing restricted stock units (RSUs) on 12/08/2025. These rights are treated as derivative securities that convert into Class A common stock.

How many dividend equivalent rights did the UL Solutions (ULS) officer receive?

The officer acquired dividend equivalent rights on three RSU awards, covering 9, 8 and 8 additional units. Each unit represents a contingent right to receive one share of UL Solutions Class A common stock.

What are dividend equivalent rights in the UL Solutions (ULS) Form 4 filing?

The filing explains that each dividend equivalent right represents a contingent right to receive one share of UL Solutions Class A common stock. These accrue on RSUs when dividends are paid and vest proportionately with the related RSUs.

What are the vesting schedules for the RSUs referenced in the UL Solutions (ULS) Form 4?

One RSU grant vests in three equal installments on the first, second and third anniversaries of May 1, 2024. A second grant vests on the first, second and third anniversaries of January 1, 2025, and a third grant vests on the first, second and third anniversaries of April 1, 2025.

What role does the reporting person hold at UL Solutions Inc. (ULS)?

The reporting person is an officer of UL Solutions Inc., serving as Executive Vice President, Chief Business Operations and Innovation Officer, as noted in the remarks section.

How are the UL Solutions (ULS) RSUs and dividend equivalents held after this transaction?

After the reported transactions, the filing shows that the officer directly holds several thousand restricted stock units, with the totals for each grant including all dividend equivalent rights that have accrued to date.

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