[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Elisabeth Torstad, a director of UL Solutions Inc. (ULS), reported acquisition of dividend equivalent rights tied to deferred restricted stock units on 09/08/2025. The Form 4 shows the reporting person received 10 dividend equivalent rights on one set of deferred restricted stock units and 5 dividend equivalent rights on a second set, each right representing a contingent entitlement to one share of Class A Common Stock. The first set of deferred restricted stock units vested on May 1, 2025 and are expected to be settled in shares on a date selected under the company's Non-Employee Director Deferred Compensation Plan. The second set vests on the earlier of May 20, 2026 or the next annual meeting and is expected to be settled under the same plan. The reported transactions show $0 price for the dividend equivalent rights and list direct ownership form; the filing was signed by an attorney-in-fact on 09/10/2025.

Positive

• Accrual of dividend equivalent rights: The reporting person acquired 10 and 5 dividend equivalent rights (total 15), each representing a contingent right to one share of Class A Common Stock.
• Vesting clarification: One set of deferred restricted stock units vested on May 1, 2025 and the other set will vest on the earlier of May 20, 2026 or the next annual meeting, with settlement expected under the issuer's Non-Employee Director Deferred Compensation Plan.
• Direct ownership: Transactions are reported as Direct (D) and show no cash consideration ($0), indicating standard plan-driven settlement rather than open-market trading.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation accruals increased direct contingent share rights; no cash consideration and settlement subject to plan timing.

The Form 4 documents standard non-employee director compensation mechanics: accrual of dividend equivalent rights on deferred restricted stock units and vesting/settlement governed by the issuer's deferred compensation plan. The transactions are direct, reflect no cash paid (listed price $0), and do not indicate sale or disposition of shares. For governance review, this is a typical disclosure showing continued alignment of a director with equity-based compensation; it does not signal a change in control, a liquidity event, or other corporate action.

Securities Analyst

TL;DR: Impact on ownership and dilution is minimal and routine; these are contingent rights to shares, not immediate open-market purchases.

The reported accruals total 15 dividend equivalent rights that convert one-for-one into Class A shares upon settlement, increasing the director's contingent claim on equity. The filing reports beneficial ownership aggregates of 4,946 and 2,797 for the respective instruments, indicating substantial existing holdings tied to deferred awards. Since the entries show $0 price and are governed by the plan, there is no immediate cash flow or market transaction to price-impact the stock. Materiality to investors appears low; this is a routine disclosure under Section 16.

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^*

Torstad Elisabeth

(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).
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FAQ

Who filed the Form 4 for UL Solutions Inc. (ULS)?

The Form 4 was filed for Elisabeth Torstad, identified as a Director of UL Solutions Inc.

What securities were acquired according to the Form 4?

The filing reports acquisition of dividend equivalent rights on deferred restricted stock units, representing contingent rights to Class A Common Stock.

How many dividend equivalent rights were reported and on what date?

On 09/08/2025 the reporting person acquired 10 and 5 dividend equivalent rights, respectively, totaling 15 rights.

When do the deferred restricted stock units vest or settle?

One set vested on May 1, 2025 and is expected to be settled per the Non-Employee Director Deferred Compensation Plan; the second set vests on the earlier of May 20, 2026 or the next annual meeting and is expected to be settled under the same plan.

Was there any cash paid for these rights and how were they reported?

The reported price for the dividend equivalent rights is $0, and the ownership form is reported as Direct (D).

Who signed the filing and when?

The Form 4 was signed by /s/ Ryan Robinson, Attorney-in-Fact on 09/10/2025.