UL Solutions (NYSE: ULS) CEO sells 12,500 shares and gets major equity awards

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

UL Solutions Inc. President and CEO Jennifer F. Scanlon reported multiple stock-based compensation transactions on April 1, 2026. She exercised 14,265 restricted stock units, receiving the same number of Class A Common shares, and was granted 36,455 new restricted stock units, each representing one future share.

Scanlon also received 60,084 shares of Class A Common Stock tied to performance cash awards granted under the company’s Pre-IPO Long Term Incentive Plan, while 32,938 shares were withheld to cover tax obligations. She sold a total of 12,500 shares in open-market transactions at weighted average prices around the mid‑$80s pursuant to a Rule 10b5-1 trading plan, and held 200,774 shares directly plus 89,285 shares indirectly through a family trust after the transactions.

Insights

CEO’s Form 4 shows routine compensation grants, tax withholding, and modest pre-planned selling.

Jennifer F. Scanlon, President and CEO of UL Solutions Inc., exercised 14,265 restricted stock units into Class A shares and received a new grant of 36,455 restricted stock units. She also received 60,084 Class A shares from performance cash awards under the Pre-IPO Long Term Incentive Plan.

To cover tax obligations, a total of 32,938 shares were disposed of under code F at prices around $84.57 per share. She then sold 12,500 shares in open-market sales at weighted average prices of about $84.98 and $85.84, executed under a Rule 10b5-1 trading plan adopted on December 9, 2025, which indicates these sales were pre-scheduled.

Following the transactions, Scanlon held 200,774 shares of Class A Common Stock directly and 89,285 shares indirectly via a family trust, along with outstanding restricted stock units that vest in installments on the first, second, and third anniversaries of April 1, 2025 and April 1, 2026. The open-market sales represent a relatively small portion of her total reported holdings, suggesting these moves are largely compensation-related and routine rather than a major strategic shift.

Insider Trade Summary 10b5-1

Net Seller: 12,500 shares ($1,068,746)

Net Sell 9 txns

Insider Scanlon Jennifer F.

Role President and CEO

Sold 12,500 shs ($1.07M)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	14,265	$0.00	--
Grant/Award	Restricted Stock Units	36,455	$0.00	--
Exercise	Class A Common Stock	14,265	$0.00	--
Tax Withholding	Class A Common Stock	6,320	$84.57	$534K
Grant/Award	Class A Common Stock	60,084	$84.57	$5.08M
Tax Withholding	Class A Common Stock	26,618	$84.57	$2.25M
Sale	Class A Common Stock	4,923	$84.9768	$418K
Sale	Class A Common Stock	7,577	$85.8394	$650K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 28,534 shares (Direct); Class A Common Stock — 186,128 shares (Direct); Class A Common Stock — 89,285 shares (Indirect, By Family Trust)

Footnotes (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. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025. This transaction was executed in multiple trades at prices ranging from $84.44 to $85.43, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This transaction was executed in multiple trades at prices ranging from $85.44 to $86.39, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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.

Key Figures

RSUs exercised: 14,265 units New RSU grant: 36,455 units Performance award shares: 60,084 shares +4 more

7 metrics

RSUs exercised 14,265 units Converted into 14,265 Class A shares on April 1, 2026

New RSU grant 36,455 units Restricted stock units granted on April 1, 2026

Performance award shares 60,084 shares Class A shares issued from performance cash awards

Tax withholding shares 32,938 shares Disposed under code F at about $84.57 per share

Open-market sales 12,500 shares Sold at weighted averages of $84.98 and $85.84

Direct holdings after 200,774 shares Class A Common Stock held directly post-transaction

Indirect holdings 89,285 shares Class A shares held indirectly by family trust

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, performance cash awards, Pre-IPO Long Term Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."

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.

Rule 10b5-1 trading plan regulatory

"These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

performance cash awards financial

"upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan"

Pre-IPO Long Term Incentive Plan financial

"granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria"

dividend equivalent rights financial

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

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.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:07 PM

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^*

Scanlon Jennifer F.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		M		14,265	A	⁽¹⁾	186,128	D
Class A Common Stock	04/01/2026		F		6,320	D	$84.57	179,808	D
Class A Common Stock	04/01/2026		A		60,084⁽²⁾	A	$84.57	239,892	D
Class A Common Stock	04/01/2026		F		26,618	D	$84.57	213,274	D
Class A Common Stock	04/01/2026		S⁽³⁾		4,923	D	$84.9768⁽⁴⁾	208,351	D
Class A Common Stock	04/01/2026		S⁽³⁾		7,577	D	$85.8394⁽⁵⁾	200,774	D
Class A Common Stock								89,285	I	By Family Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/01/2026		M			14,265	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	14,265	$0	28,534⁽⁷⁾	D
Restricted Stock Units	⁽¹⁾	04/01/2026		A		36,455		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	36,455	$0	36,455	D

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. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025.

4. This transaction was executed in multiple trades at prices ranging from $84.44 to $85.43, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. This transaction was executed in multiple trades at prices ranging from $85.44 to $86.39, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025.

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

8. 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-Fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did UL Solutions (ULS) CEO Jennifer Scanlon report in this Form 4?

Jennifer Scanlon reported exercising 14,265 restricted stock units, receiving 60,084 performance-based shares, and being granted 36,455 new restricted stock units. She also had tax-withholding dispositions and modest open-market sales while retaining a substantial direct and indirect ownership stake.

How many UL Solutions (ULS) shares did the CEO sell in the market?

The CEO sold a total of 12,500 shares of Class A Common Stock in open-market transactions. These sales were executed at weighted average prices around the mid-$80s per share, according to two separate sale entries reported in the Form 4 filing.

Were Jennifer Scanlon’s UL Solutions (ULS) stock sales pre-planned?

Yes. The filing states the sales were executed pursuant to a Rule 10b5-1 trading plan adopted on December 9, 2025. Such plans allow insiders to schedule trades in advance, reducing the significance of trade timing as a signal of sentiment.

How many UL Solutions (ULS) shares does the CEO hold after these transactions?

After the reported transactions, the CEO held 200,774 shares of Class A Common Stock directly. She also had 89,285 shares held indirectly through a family trust, along with outstanding restricted stock units scheduled to vest over future anniversaries.

What new equity awards did the UL Solutions (ULS) CEO receive?

The CEO received 36,455 new restricted stock units and 60,084 shares of Class A Common Stock issued upon settlement of performance cash awards. The restricted stock units vest in three equal installments on specified anniversaries, subject to the vesting schedules disclosed.

Why were some UL Solutions (ULS) shares withheld in this Form 4 filing?

A total of 32,938 shares of Class A Common Stock were disposed of under code F transactions. The filing explains these code F entries reflect payment of tax liabilities or exercise price obligations by delivering shares rather than cash, a standard mechanism for equity compensation.