UL Solutions (NYSE: ULS) director reports 1.88M-share Class A sale at $78

Rhea-AI Filing Summary

UL Solutions Inc. director reported a major stock conversion and sale involving the company’s dual-class shares. On 12/19/2025, the insider converted 1,875,000 shares of Class B Common Stock into 1,875,000 shares of Class A Common Stock and then sold 1,875,000 Class A shares at $78 per share, leaving no Class A shares directly held after the transactions.

Following these moves, the reporting person continued to hold 123,755,000 derivative securities tied to Class B Common Stock. The Class B shares are convertible into Class A on a one-to-one basis and will automatically convert upon certain events, including transfers, a seven-year anniversary of the initial public offering, or when the holder’s Class B stake falls below a specified threshold.

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

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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^*

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)
12/19/2025

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	12/19/2025		C		1,875,000	A	(1)	1,875,000	D
Class A Common Stock	12/19/2025		S		1,875,000	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)	12/19/2025		C			1,875,000	(1)	(1)	Class A Common Stock	1,875,000	$0	123,755,000	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	12/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The filing shows a director converted 1,875,000 shares of Class B Common Stock into 1,875,000 shares of Class A Common Stock on 12/19/2025 and then sold 1,875,000 Class A shares at $78 per share, ending the day with no directly held Class A shares.

How many UL Solutions Inc. shares does the reporting person still beneficially own after the transaction?

After the reported transactions, the reporting person beneficially owned 123,755,000 derivative securities related to Class B Common Stock, as disclosed in Table II.

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

The reporting person is identified as a director of UL Solutions Inc. This relationship is indicated in the section describing the connection between the reporting person and the issuer.

What are the key terms of UL Solutions Inc.’s Class B Common Stock mentioned in the filing?

The Class B Common Stock is convertible at any time at the holder’s option into Class A Common Stock on a one-to-one basis. It will also automatically convert upon certain events, including (i) transfers of Class B (with some exceptions), (ii) the seven-year anniversary of the initial public offering, or (iii) when the holder’s Class B stake falls below 35% of the amount held immediately after the IPO.

At what price were UL Solutions Inc. Class A shares sold in this insider transaction?

The Class A Common Stock sale reported in the filing occurred at a price of $78 per share for 1,875,000 shares on 12/19/2025.

Does this Form 4 indicate that multiple reporting persons were involved?

No. The form is marked as filed by one reporting person, indicating that only a single insider is reporting the transactions and holdings.