[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hancock Lynn H, Executive Vice President & Chief Transformation Officer of UL Solutions Inc. (ULS), reported acquisitions on 09/08/2025 of dividend equivalent rights tied to restricted stock units. The Form 4 shows dividend equivalent rights credited on three separate RSU groupings (counts shown as 5, 6 and 4 units) with a price of $0. Following these accruals, the reporting person’s beneficial ownership is reported as 2,589, 3,025 and 2,312 shares for the respective RSU groups. The filing explains each dividend equivalent right converts to one share and vests in installments tied to May 1, 2024; January 1, 2025; and April 1, 2025 schedules.

Positive

• Compensation alignment: Dividend equivalent rights vest with RSUs, aligning the executive’s interests with shareholders over time.
• Non-cash accruals: Transactions reported at $0, indicating no immediate cash outflow or purchase by the reporting person.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider accruals of dividend equivalents on RSUs; no cash paid and standard vesting schedules, indicating compensation retention mechanics.

The Form 4 documents non-cash accruals of dividend equivalent rights on restricted stock units for an executive officer on 09/08/2025. Transaction entries show acquisition codes for dividend equivalents credited at $0, increasing the officer’s reported beneficial holdings across three RSU cohorts. This is a common compensation mechanism that preserves alignment between management and shareholders without immediate dilution or cash flow impact. There are no sales or derivative exercises disclosed, and no explicit material change to overall outstanding share count is presented in this filing.

Corporate Governance Expert

TL;DR: Disclosure reflects routine executive compensation vesting; it is procedural and not indicative of a governance event.

The submission by an executive officer reports dividend equivalent rights that vest alongside underlying restricted stock units on scheduled anniversaries. The explanatory notes detail vesting timelines tied to three grant cohorts, confirming these are earned compensation components rather than discretionary one-time awards or purchases. Such filings are standard transparency practice under Section 16 and do not, by themselves, signal governance changes or corrective actions.

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^*

Hancock Lynn H

(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)
	See Remarks

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		5(2)		(3)	(3)	Class A Common Stock	5	$0	2,589(4)	D
Restricted Stock Units	(1)	09/08/2025		A		6(2)		(5)	(5)	Class A Common Stock	6	$0	3,025(4)	D
Restricted Stock Units	(1)	09/08/2025		A		4(2)		(6)	(6)	Class A Common Stock	4	$0	2,312(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 January 1, 2025.

6. 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.

Remarks:

Executive Vice President & Chief Transformation Officer

	/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 transactions did Hancock Lynn H report on Form 4 for ULS?

The filing reports acquisitions of dividend equivalent rights tied to restricted stock units on 09/08/2025, recorded at $0.

How many shares or rights were reported after the transactions?

The Form 4 shows beneficial ownership following the transactions of 2,589, 3,025, and 2,312 shares for the three RSU cohorts.

What is the reporting person’s role at UL Solutions (ULS)?

The reporting person is listed as Executive Vice President & Chief Transformation Officer.

Do the reported items include cash purchases or sales?

No; the entries reflect dividend equivalent rights credited to RSUs at a price of $0, not cash purchases or sales.

When do the reported dividend equivalent rights vest?

The explanatory notes state vesting occurs in three equal installments tied to anniversaries of May 1, 2024, January 1, 2025, and April 1, 2025 depending on the RSU cohort.