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UL Solutions (NYSE: ULS) director receives new deferred stock unit awards

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

Rhea-AI Filing Summary

GOTTSCHALK MARLA C reported acquisition or exercise transactions in this Form 4 filing.

UL Solutions Inc. director Marla C. Gottschalk reported routine equity compensation in the form of deferred restricted stock units (DRSUs). On June 8, 2026, she received awards totaling 14 DRSUs, representing a contingent right to receive the same number of shares of Class A Common Stock.

The Form 4 shows three small grant transactions of 3, 4, and 7 DRSUs at a price of $0.00 per unit, all held directly. Footnotes explain these include dividend equivalent rights that accrue on outstanding DRSUs and vest in line with the underlying awards under the company’s Non-Employee Director Deferred Compensation Plan.

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Insider GOTTSCHALK MARLA C
Role null
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 7 $0.00 --
Grant/Award Deferred Restricted Stock Units 4 $0.00 --
Grant/Award Deferred Restricted Stock Units 3 $0.00 --
Holdings After Transaction: Deferred Restricted Stock Units — 4,969 shares (Direct, null)
Footnotes (1)
  1. Each deferred restricted stock unit ("DRSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. Represents accrual of dividend equivalent rights on DRSUs held by the Reporting Person. The dividend equivalent rights accrued on DRSUs held by the Reporting Person and vest proportionately with the DRSUs to which they relate. The DRSUs vested on May 1, 2025, and will 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. Includes DRSUs and all dividend equivalent rights that have accrued on such DRSUs to date. The dividend equivalent rights accrued on DRSUs held by the Reporting Person and vest proportionately with the DRSUs to which they relate. The DRSUs vested on May 20, 2026, and will 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. The dividend equivalent rights accrued on DRSUs held by the Reporting Person and vest proportionately with the DRSUs to which they relate. The DRSUs vest on the earlier of May 20, 2027, or the date of the annual meeting following the May 20, 2026, grant date and will 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.
DRSU grant 1 3 deferred restricted stock units Grant on June 8, 2026
DRSU grant 2 4 deferred restricted stock units Grant on June 8, 2026
DRSU grant 3 7 deferred restricted stock units Grant on June 8, 2026
Holdings after largest entry 4,969 deferred restricted stock units Total DRSUs following latest reported transaction
Transaction price per unit $0.00 per DRSU All three June 8, 2026 awards
Deferred Restricted Stock Units financial
"Each deferred restricted stock unit ("DRSU") represents a contingent right to receive one share..."
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
dividend equivalent rights financial
"Represents accrual of dividend equivalent rights on DRSUs held by the Reporting Person."
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.
Non-Employee Director Deferred Compensation Plan financial
"pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan")"
Class A Common Stock financial
"will be settled in shares of the Issuer's Class A Common Stock either (i)..."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
vest financial
"The DRSUs vested on May 1, 2025, and will be settled in shares..."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
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Form 4 Insider Transactions: What Each Field Means →
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*
GOTTSCHALK MARLA C
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		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
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
Deferred Restricted Stock Units(1)06/08/2026A7(2) (3) (3)Class A Common Stock7$04,969(4)D
Deferred Restricted Stock Units(1)06/08/2026A4(2) (5) (5)Class A Common Stock4$02,809(4)D
Deferred Restricted Stock Units(1)06/08/2026A3(2) (6) (6)Class A Common Stock3$02,209(4)D
Explanation of Responses:
1. Each deferred restricted stock unit ("DRSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. Represents accrual of dividend equivalent rights on DRSUs held by the Reporting Person.
3. The dividend equivalent rights accrued on DRSUs held by the Reporting Person and vest proportionately with the DRSUs to which they relate. The DRSUs vested on May 1, 2025, and will 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 DRSUs and all dividend equivalent rights that have accrued on such DRSUs to date.
5. The dividend equivalent rights accrued on DRSUs held by the Reporting Person and vest proportionately with the DRSUs to which they relate. The DRSUs vested on May 20, 2026, and will 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.
6. The dividend equivalent rights accrued on DRSUs held by the Reporting Person and vest proportionately with the DRSUs to which they relate. The DRSUs vest on the earlier of May 20, 2027, or the date of the annual meeting following the May 20, 2026, grant date and will 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-Fact06/10/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did UL Solutions (ULS) report for Marla C. Gottschalk?

UL Solutions reported routine equity awards for director Marla C. Gottschalk. On June 8, 2026, she acquired deferred restricted stock units (DRSUs) through three small grant transactions, reflecting director compensation rather than open-market buying or selling activity.

How many deferred restricted stock units were granted in the latest UL Solutions (ULS) Form 4?

The Form 4 shows grants totaling 14 deferred restricted stock units. These awards were recorded in three transactions of 3, 4, and 7 DRSUs, each representing a right to receive one share of UL Solutions Class A Common Stock in the future.

Are the UL Solutions (ULS) director DRSU awards open-market purchases or sales?

No, the reported DRSU awards are not open-market trades. They are stock-based compensation grants classified with code A, described as a grant, award, or other acquisition, with a transaction price of $0.00 per unit rather than market purchases or sales.

How do dividend equivalent rights affect the UL Solutions (ULS) DRSUs reported?

The DRSUs include dividend equivalent rights that accrue over time. Footnotes state these rights accrue on DRSUs held by the reporting person and vest proportionately with the related DRSUs, increasing the number of units that will ultimately settle into Class A Common Stock.

When will the reported UL Solutions (ULS) DRSUs be settled into Class A shares?

The DRSUs will be settled in Class A Common Stock at future dates. Footnotes explain settlement occurs either on a date selected under the Non-Employee Director Deferred Compensation Plan or as otherwise provided by that plan, after the applicable vesting dates.