UL Solutions (NYSE: ULS) officer discloses new RSU dividend equivalents and vesting

Rhea-AI Filing Summary

UL Solutions Inc. (ULS) insider Form 4 details show that a Senior Vice President and Chief Accounting Officer received additional equity-linked awards in the form of dividend equivalent rights on restricted stock units (RSUs) on 12/08/2025. Each dividend equivalent right represents a contingent right to receive one share of Class A common stock and accrues on RSUs already held.

Following the transactions, one RSU award, together with its accrued dividend equivalents, covers 1,458 shares of Class A common stock, and another RSU award, together with its accrued dividend equivalents, covers 1,302 shares. One set of RSUs vests in three equal installments on the first, second and third anniversaries of May 1, 2024, and the other set vests in three equal installments on the first, second and third anniversaries of April 1, 2025. The reported derivative securities carry an exercise price of $0, reflecting their nature as equity-based compensation rather than open-market purchases.

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

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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)
12/08/2025

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)	12/08/2025		A		2(2)		(3)	(3)	Class A Common Stock	2	$0	1,458(4)	D
Restricted Stock Units	(1)	12/08/2025		A		2(2)		(5)	(5)	Class A Common Stock	2	$0	1,302(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	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the UL Solutions (ULS) officer report on this Form 4?

The Form 4 reports that a Senior Vice President and Chief Accounting Officer of UL Solutions Inc. acquired additional dividend equivalent rights on existing restricted stock units on 12/08/2025, tied to the company’s Class A common stock.

How many UL Solutions (ULS) RSU-related derivative securities are now beneficially owned?

After the reported transactions, one RSU award and its accrued dividend equivalents represent 1,458 shares of Class A common stock, and a second RSU award and its accrued dividend equivalents represent 1,302 shares.

What are dividend equivalent rights in this UL Solutions (ULS) Form 4?

Each dividend equivalent right is a contingent right to receive one share of UL Solutions’ Class A common stock, accruing on restricted stock units held by the reporting person in respect of dividends declared on the underlying shares.

What are the vesting schedules for the UL Solutions (ULS) restricted stock units?

One set of restricted stock units vests in three equal installments on the first, second and third anniversaries of May 1, 2024. Another set vests in three equal installments on the first, second and third anniversaries of April 1, 2025, with dividend equivalents vesting proportionately.

Was any cash paid for the UL Solutions (ULS) derivative securities reported?

No cash was paid for these derivative securities; the reported restricted stock units and dividend equivalent rights have an exercise or conversion price of $0, indicating they are equity compensation awards rather than market purchases.

What class of UL Solutions (ULS) stock underlies the reported derivative securities?

The derivative securities reported, including restricted stock units and dividend equivalent rights, are linked to shares of UL Solutions Inc. Class A Common Stock.