[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider acquisition of dividend equivalent rights on restricted stock units — Karen K. Pepping, Senior Vice President & CAO of UL Solutions Inc. (ULS), reported acquisitions on Form 4 dated 09/08/2025 and filed 09/10/2025. The filings show dividend equivalent rights accrued on restricted stock units were treated as acquisitions at $0 per share and increased the Reporting Person's beneficial ownership. Following the transactions, the Reporting Person's beneficial ownership counts are 1,456 and 1,300 shares attributable to two separate groups of restricted stock units. The filing explains these dividend equivalents vest proportionately with the underlying restricted stock units, which vest in three equal installments on the anniversaries of May 1, 2024 and April 1, 2025 respectively. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Insider acquisition reported: Dividend equivalent rights accrued on RSUs were recorded as acquisitions, increasing reported beneficial ownership to 1,456 and 1,300 shares respectively.
• Clear vesting disclosure: The filing explains that dividend equivalents vest proportionately with the underlying RSUs in three equal installments on the stated anniversaries.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider accrued dividend-equivalent rights on RSUs, increasing reported beneficial ownership; no sales or cash transactions reported.

The Form 4 discloses non-derivative acquisitions of dividend equivalent rights tied to restricted stock units for the CAO. These were recorded as acquisitions at no cash price, consistent with accrual of dividend equivalents rather than open-market purchases. The positions reported are relatively small single-line holdings (1,456 and 1,300 shares) and vest with the underlying RSUs on scheduled anniversaries, indicating compensation-related vesting mechanics rather than opportunistic trading. Because there are no reported disposals or cash proceeds, the filing represents routine insider compensation vesting activity.

Corporate Governance Expert

TL;DR: Governance-normal disclosure of accrued dividend equivalents on RSUs; vesting schedule and accrual treatment are explicitly described.

The Form 4 identifies the reporting person as an officer (Senior VP & CAO) and discloses that dividend equivalent rights accrued on two sets of restricted stock units vest proportionately with the underlying awards and were recorded on 09/08/2025. The filing includes clear explanations of vesting timing (three equal installments following specified grant anniversaries) and confirms the acquisitions are non-cash dividend equivalent accruals. This is standard for executive equity compensation and complies with Section 16 reporting requirements; no governance red flags, such as related-party transfers or unexplained exemptions, are evident from the disclosed text.

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
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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^*

PEPPING KAREN K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP & CAO

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
Restricted Stock Units	(1)	09/08/2025		A		2(2)		(3)	(3)	Class A Common Stock	2	$0	1,456(4)	D
Restricted Stock Units	(1)	09/08/2025		A		2(2)		(5)	(5)	Class A Common Stock	2	$0	1,300(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 restricted stock units held by the Reporting Person.

3. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units vested or will 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.

5. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of April 1, 2025.

	/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 Karen K. Pepping report on the Form 4 for ULS?

The Form 4 reports acquisitions of dividend equivalent rights on restricted stock units, recorded on 09/08/2025, increasing beneficial ownership to 1,456 and 1,300 shares.

Were any shares sold by the reporting person in this filing?

No. The Form 4 shows only acquisitions of dividend equivalent rights at a $0 price; no disposals are reported.

What is the nature of the securities acquired?

The acquisitions are dividend equivalent rights that each represent a contingent right to receive one share of the issuer's Class A Common Stock, tied to restricted stock units.

How do the dividend equivalent rights vest?

The dividend equivalents vest proportionately with the underlying restricted stock units in three equal installments on the anniversaries of the grant dates (May 1, 2024 and April 1, 2025 as described).

Who signed the Form 4?

The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, /s/ Ryan Robinson, on 09/10/2025.