UL Solutions (NYSE: ULS) 10% owner sells 12.5M shares at $78 after conversion

Rhea-AI Filing Summary

UL Solutions Inc. (ULS) reported an insider transaction by a 10% owner involving its dual-class share structure. On 12/05/2025, the holder converted 12,500,000 shares of Class B Common Stock into the same number of Class A Common Stock shares, on a one-to-one basis. That same day, the insider then sold 12,500,000 Class A shares at $78 per share, leaving them with 0 Class A shares held directly after the sale.

Following these transactions, the insider continued to beneficially own 125,630,000 derivative securities tied to Class B Common Stock. The Class B shares are convertible into Class A at any time at the holder’s option and will automatically convert upon certain events, including transfers, the seven-year anniversary of the IPO closing, or when the holder’s Class B stake falls below a specified threshold.

Insights

Equity Ownership and Governance Analyst

Large insider conversion and sale of Class A shares by a major holder, with substantial Class B stake retained.

The reporting person, identified as a director and potential large holder, converted 12,500,000 shares of Class B Common Stock into Class A Common Stock on 12/05/2025 and then sold the same 12,500,000 Class A shares at $78 per share on that date. After these transactions, the Form shows 0 Class A shares held directly and 125,630,000 derivative securities (convertible Class B shares) still owned directly. This reflects a shift from direct Class A ownership to continued, sizable exposure through convertible Class B.

The Class B structure allows conversion into Class A on a one-to-one basis at any time, and it will automatically convert upon specified future triggers, including certain transfers, the seven-year anniversary of the IPO closing, or when the reporting person’s and permitted transferees’ Class B holdings fall below a defined threshold. The filing therefore confirms both current liquidity activity in Class A and ongoing control or influence potential via a large remaining Class B position. Key items to watch over the coming years are any further Class B-to-A conversions or transfers, and the timing of the automatic conversion triggers, especially the seven-year IPO anniversary and any reduction in the proportion of Class B held.

Insider Trade Summary

Exercise and Sale: 12,500,000 shares ($975.00M approx. pre-tax spread)

Exercise and Sale 3 txns

Insider ULSE Inc.

Role 10% Owner

Sold 12,500,000 shs ($975.00M)

Approx. gross sale proceeds $975.00M

Approx. exercise cost $0.00

Approx. pre-tax spread $975.00M

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	12,500,000	$0.00	$0.00
Conversion	Class A Common Stock	12,500,000	$0.00	$0.00
Sale	Class A Common Stock	12,500,000	$78.00	$975.00M

Holdings After Transaction: Class B Common Stock — 125,630,000 shares (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. The Class B Common Stock is convertible at any time at the option of the holder into shares of Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert upon the earlier of (i) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (ii) the seven year anniversary of the closing of the Issuer's initial public offering ("IPO") and (iii) the date on which the number of outstanding shares of Class B Common Stock held by the reporting person and certain permitted transferees represents less than 35% of the shares of Class B Common Stock held by the reporting person immediately following the closing of the Issuer's IPO.

FAQ

What insider transaction did UL Solutions Inc. (ULS) report in this Form 4?

The filing shows that a 10% owner of UL Solutions Inc. converted 12,500,000 shares of Class B Common Stock into Class A Common Stock and then sold 12,500,000 Class A shares on 12/05/2025.

At what price were UL Solutions (ULS) Class A shares sold in this transaction?

The insider sale involved 12,500,000 shares of Class A Common Stock at a price of $78 per share.

How many UL Solutions (ULS) Class A shares did the insider hold after the reported sale?

After the reported transaction on 12/05/2025, the reporting person held 0 shares of UL Solutions Class A Common Stock directly.

How many UL Solutions (ULS) derivative securities tied to Class B stock does the insider still own?

Following the transaction, the reporting person beneficially owned 125,630,000 derivative securities related to Class B Common Stock.

How does UL Solutions (ULS) Class B Common Stock convert into Class A Common Stock?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder, on a one-to-one basis.

When will UL Solutions (ULS) Class B shares automatically convert into Class A shares?

The Class B shares will automatically convert upon the earlier of any transfer by the holder (with certain exceptions), the seven-year anniversary of the IPO closing, or when the holder’s outstanding Class B shares fall below 35% of the amount they held immediately after the IPO closing.

What is the relationship of the reporting person to UL Solutions Inc. (ULS)?

The reporting person is identified in the filing as a 10% owner of UL Solutions Inc.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 12/09/2025 - 07:00 PM Learn about SEC filing dates

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^*

ULSE Inc.

(Last) (First) (Middle)

1603 ORRINGTON AVE, SUITE 2000

(Street)

EVANSTON IL 60201

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
Class A Common Stock	12/05/2025		C		12,500,000	A	(1)	12,500,000	D
Class A Common Stock	12/05/2025		S		12,500,000	D	$78	0	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
Class B Common Stock	(1)	12/05/2025		C			12,500,000	(1)	(1)	Class A Common Stock	12,500,000	$0	125,630,000	D

Explanation of Responses:

1. The Class B Common Stock is convertible at any time at the option of the holder into shares of Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert upon the earlier of (i) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (ii) the seven year anniversary of the closing of the Issuer's initial public offering ("IPO") and (iii) the date on which the number of outstanding shares of Class B Common Stock held by the reporting person and certain permitted transferees represents less than 35% of the shares of Class B Common Stock held by the reporting person immediately following the closing of the Issuer's IPO.

	By: /s/ Doris Concepcion, Interim Chief Financial Officer	12/09/2025
	** 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.