[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kevin Kennedy, a director of UL Solutions Inc. (ULS), reported on Form 4 that on 09/08/2025 dividend equivalent rights accrued on deferred restricted stock units were recorded as acquisitions. The filing shows two accrual transactions for dividend equivalents: 10 shares and 5 shares, both at a $0 price, representing contingent rights to receive Class A Common Stock. The entries indicate those dividend equivalent rights vest in line with the underlying deferred restricted stock units and are expected to be settled in shares under the company’s Non-Employee Director Deferred Compensation Plan. The report lists beneficial ownership figures following the transactions of 4,946 and 2,797 shares respectively, held directly.

Positive

• Transparent disclosure of director compensation-related accruals in compliance with Section 16 reporting requirements
• Accruals vest with underlying RSUs, indicating alignment of additional dividend equivalent rights with existing equity awards

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation reporting; accrual of dividend equivalents on deferred RSUs, no unusual governance signals.

The Form 4 documents customary non-employee director compensation mechanics: dividend equivalent rights accruing on deferred restricted stock units and vesting consistent with the underlying awards. Transactions are recorded as acquisitions at $0 because these are not open-market purchases but contingent settlement rights tied to existing equity awards. There are no indications of discretionary beneficial transfers, unusual timing around corporate events, or changes in control provisions disclosed in this filing. Impact on shareholder voting or dilution is immaterial at the reported share counts.

Securities Analyst

TL;DR: Administrative equity accruals reported; small incremental share rights added, unlikely to affect valuation materially.

The reporting shows accrual of 15 dividend-equivalent shares across two deferred RSU pools, which will convert to Class A shares upon settlement. The figures of 4,946 and 2,797 reflect the Reporting Person’s total direct holdings in each category after accruals. Given the small absolute amounts relative to typical public company float, these transactions are routine compensation accounting entries rather than market-moving insider purchases or sales.

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^*

KENNEDY KEVIN

(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)
09/08/2025

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 Unit	(1)	09/08/2025		A		10(2)		(3)	(3)	Class A Common Stock	10	$0	4,946(4)	D
Deferred Restricted Stock Unit	(1)	09/08/2025		A		5(2)		(5)	(5)	Class A Common Stock	5	$0	2,797(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	09/10/2025
	** 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).
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.

FAQ

What did Kevin Kennedy report on Form 4 for ULS?

The filing reports accruals of dividend equivalent rights on deferred restricted stock units on 09/08/2025, recorded as acquisitions of 10 and 5 shares at $0.

Do these transactions increase Kevin Kennedy's share ownership?

Yes. The filing shows beneficial ownership figures following the transactions of 4,946 and 2,797 shares, reflecting the deferred RSUs and accrued dividend equivalents held directly.

Were these open-market purchases or sales?

No. The transactions are accruals of dividend equivalent rights tied to deferred restricted stock units and are reported as acquisitions at $0, not open-market trades.

When will the accrued dividend equivalents be settled?

The dividend equivalent rights vest proportionately with the underlying deferred restricted stock units and are expected to be settled in shares either on a date selected by the reporting person under the company’s Non-Employee Director Deferred Compensation Plan or as otherwise provided by the Plan.

What is the reporting date on the Form 4?

The earliest transaction date reported is 09/08/2025, and the form is signed by the attorney-in-fact on 09/10/2025.