UL Solutions (NYSE: ULS) director adds dividend-equivalent deferred stock units

Rhea-AI Filing Summary

UL Solutions Inc. director reports additional deferred stock units linked to dividends. A board member of UL Solutions Inc. (ticker ULS) filed a Form 4 for dividend equivalent rights that accrued on existing deferred restricted stock units. On 12/08/2025, the director was credited with 8 and 4 additional deferred restricted stock units at a price of $0, each representing the right to receive one share of Class A common stock in the future.

The filing explains that these dividend equivalent rights accrue when the company pays dividends and vest in step with the underlying deferred restricted stock units. One grant vested on May 1, 2025, and another will vest on the earlier of May 20, 2026 or the next annual meeting after grant. Following these credits, the director beneficially holds 4,954 and 2,801 deferred restricted stock units and related dividend equivalents, which are expected to be settled in shares under the company’s Non-Employee Director Deferred Compensation Plan.

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

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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^*

Shannon James M

(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)

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

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
Deferred Restricted Stock Units	(1)	12/08/2025		A		8(2)		(3)	(3)	Class A Common Stock	8	$0	4,954(4)	D
Deferred Restricted Stock Units	(1)	12/08/2025		A		4(2)		(5)	(5)	Class A Common Stock	4	$0	2,801(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 deferred restricted stock units held by the Reporting Person.

3. The dividend equivalent rights accrued on deferred restricted stock units held by the Reporting Person and vest proportionately with the deferred restricted stock units to which they relate. The deferred restricted stock units vested on May 1, 2025 and are expected to be settled in shares of the Issuer's Class A Common Stock either (i) on a date selected by the reporting person pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), or (ii) as otherwise provided by the Plan.

4. Includes deferred restricted stock units and all dividend equivalent rights that have accrued on such deferred restricted stock units to date.

5. The dividend equivalent rights accrued on deferred restricted stock units held by the Reporting Person and vest proportionately with the deferred restricted stock units to which they relate. The deferred restricted stock units will vest on the earlier of May 20, 2026 or the date of the annual meeting following the grant date and are expected to be settled in shares of the Issuer's Class A Common Stock either (i) on a date selected by the reporting person pursuant to the Issuer's Plan, or (ii) as otherwise provided by the Plan.

	/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).
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FAQ

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

The Form 4 reports that a director of UL Solutions Inc. received additional deferred restricted stock units on 12/08/2025. These units are dividend equivalent rights that accrued on existing deferred restricted stock units already held by the director.

How many dividend equivalent deferred stock units did the UL Solutions director receive?

The director was credited with 8 deferred restricted stock units in one entry and 4 in another, each at a price of $0. Each unit represents the right to receive one share of UL Solutions Class A common stock in the future.

What are dividend equivalent rights in the UL Solutions (ULS) director’s Form 4?

Dividend equivalent rights are described as a contingent right to receive one share of UL Solutions Class A common stock for each right. They accrue on the director’s deferred restricted stock units when dividends are paid and vest proportionately with those underlying units.

When do the UL Solutions director’s deferred restricted stock units vest and settle?

One set of deferred restricted stock units vested on May 1, 2025. Another set will vest on the earlier of May 20, 2026 or the date of the annual meeting following the grant date. They are expected to be settled in shares of UL Solutions Class A common stock on a date selected under the company’s Non-Employee Director Deferred Compensation Plan or as otherwise provided by that plan.

How many deferred restricted stock units does the UL Solutions director hold after this transaction?

After the reported transactions, the director beneficially owns 4,954 deferred restricted stock units (including accrued dividend equivalents) in one line and 2,801 in another, all relating to UL Solutions Class A common stock.

Did the UL Solutions (ULS) director pay any cash for these new deferred restricted stock units?

No cash was paid for these units. The Form 4 lists a $0 price for the 8 and 4 deferred restricted stock units, as they represent dividend equivalent rights that accrue automatically under the company’s plan.