STOCK TITAN

UL Solutions (NYSE: ULS) CFO exercises RSUs, withholds shares for taxes, updates holdings

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

Rhea-AI Filing Summary

UL Solutions Inc. Executive VP & CFO Ryan D. Robinson reported routine equity compensation activity involving Class A Common Stock and restricted stock units. On May 1, 2026, he exercised 4,862 restricted stock units, each representing one share of Class A Common Stock.

In connection with this vesting and exercise, 2,154 shares of Class A Common Stock were disposed of to cover tax obligations at $91.60 per share, a tax-withholding mechanism rather than an open-market sale. After these transactions, he directly holds 30,268 Class A shares and indirectly holds 135,956 Class A shares through a trust for which he serves as trustee, with his immediate family as beneficiaries. The RSU award vests in three equal installments on the first, second and third anniversaries of May 1, 2024, and includes related dividend equivalent rights.

Positive

  • None.

Negative

  • None.
Insider Robinson Ryan D
Role Executive VP & CFO
Type Security Shares Price Value
Exercise Restricted Stock Units 4,862 $0.00 --
Exercise Class A Common Stock 4,862 $0.00 --
Tax Withholding Class A Common Stock 2,154 $91.60 $197K
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 4,872 shares (Direct, null); Class A Common Stock — 32,422 shares (Direct, null); Class A Common Stock — 135,956 shares (Indirect, By trust)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The Reporting Person is the trustee of the trust, and the Reporting Person and members of his immediate family are the beneficiaries of the trust. The restricted stock units vest in three equal installments on the first, second and third anniversaries of May 1, 2024. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
RSUs exercised 4,862 units Restricted Stock Units converted to Class A Common Stock on May 1, 2026
Shares withheld for taxes 2,154 shares Class A Common Stock delivered for tax liability at $91.60 per share
Tax withholding price $91.60 per share Value used for 2,154-share F-code tax-withholding disposition
Direct holdings after transaction 30,268 shares Class A Common Stock directly owned following May 1, 2026 transactions
Indirect holdings via trust 135,956 shares Class A Common Stock held indirectly through a trust
RSUs remaining 4,872 units Restricted stock units balance after derivative transaction, including dividend equivalents
RSU vesting schedule start May 1, 2024 RSUs vest in three equal annual installments from this date
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.
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
trust financial
"The Reporting Person is the trustee of the trust, and the Reporting Person and members of his immediate family are the beneficiaries of the trust."
SEC Form 4
FORM 4UNITED 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*
Robinson Ryan D

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026M4,862A(1)32,422D
Class A Common Stock05/01/2026F2,154D$91.630,268D
Class A Common Stock135,956IBy trust(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/01/2026M4,862 (3) (3)Class A Common Stock4,862$04,872(4)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 Reporting Person is the trustee of the trust, and the Reporting Person and members of his immediate family are the beneficiaries of the trust.
3. The restricted stock units 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.
/s/ Ryan Robinson05/05/2026
** Signature of Reporting PersonDate
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)

FAQ

What did UL Solutions (ULS) CFO Ryan D. Robinson report on this Form 4?

He reported routine equity compensation activity. On May 1, 2026, he exercised 4,862 restricted stock units into Class A Common Stock and had 2,154 shares withheld to satisfy tax obligations, with no open-market purchases or sales disclosed.

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

Following the reported transactions, he holds 30,268 Class A Common Stock shares directly. He also has an indirect interest in 135,956 Class A shares held by a trust, where he is trustee and his immediate family are beneficiaries.

What do the restricted stock units in this UL Solutions (ULS) filing represent?

Each restricted stock unit represents a contingent right to receive one share of UL Solutions’ Class A Common Stock. The award also includes dividend equivalent rights that accrue on the RSUs, increasing the total credited units over time before conversion to shares.

How do the UL Solutions (ULS) CFO’s restricted stock units vest?

The restricted stock units vest in three equal installments on the first, second and third anniversaries of May 1, 2024. As each tranche vests, units convert into Class A Common Stock, subject to any shares withheld to cover applicable tax liabilities.

What is the nature of the trust holding UL Solutions (ULS) shares for the CFO?

The trust holds 135,956 Class A shares indirectly for the CFO and his family. He is the trustee, and he and members of his immediate family are trust beneficiaries, giving him indirect ownership of those shares through the trust structure.

Was the 2,154-share disposition in UL Solutions (ULS) stock an open-market sale?

No. The 2,154-share disposition is coded as an F transaction, meaning shares were delivered to pay the exercise price or tax liability. This reflects tax withholding on equity compensation, not an open-market sale decision by the CFO.