UL Solutions (ULS) CAO receives stock grants, withholds shares for taxes

Rhea-AI Filing Summary

UL Solutions Inc. Senior VP & CAO Karen K. Pepping reported compensation-related equity activity with no open-market trading. On April 1, 2026, she exercised 433 restricted stock units, receiving 433 shares of Class A Common Stock, and received new grants of 926 restricted stock units and 2,584 shares of Class A Common Stock.

To cover tax obligations, 1,126 shares of Class A Common Stock were withheld at $84.57 per share. After these transactions, she directly holds 8,353 shares of Class A Common Stock and 926 restricted stock units, which vest in three equal installments on the first, second and third anniversaries of April 1, 2026.

Insights

Equity compensation analyst

Form 4 shows routine equity compensation and tax withholding, not open-market trading.

The filing reflects standard executive compensation mechanics. Karen K. Pepping exercised 433 restricted stock units into Class A Common Stock and received additional grants of 926 restricted stock units and 2,584 shares, all tied to company incentive plans rather than market purchases.

Two tax-withholding entries totaling 1,126 shares at $84.57 per share were used to satisfy tax liabilities, a non-market disposition. Post-transaction, she holds 8,353 shares of Class A Common Stock and 926 restricted stock units, indicating she retains a meaningful equity stake aligned with shareholders.

Insider Trade Summary

433 shares exercised/converted

Mixed 6 txns

Insider PEPPING KAREN K

Role Senior VP & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	433	$0.00	--
Grant/Award	Restricted Stock Units	926	$0.00	--
Exercise	Class A Common Stock	433	$0.00	--
Tax Withholding	Class A Common Stock	162	$84.57	$14K
Grant/Award	Class A Common Stock	2,584	$84.57	$219K
Tax Withholding	Class A Common Stock	964	$84.57	$82K

Holdings After Transaction: Restricted Stock Units — 871 shares (Direct); Class A Common Stock — 6,895 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. Includes 869 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 92 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025. The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.

Key Figures

RSUs exercised: 433 units New RSU grant: 926 units New stock grant: 2,584 shares +4 more

7 metrics

RSUs exercised 433 units Restricted stock units converted into Class A Common Stock on April 1, 2026

New RSU grant 926 units Restricted stock units granted on April 1, 2026, vesting over three years

New stock grant 2,584 shares Class A Common Stock granted on April 1, 2026

Tax withholding shares 1,126 shares Shares withheld to cover tax liabilities at $84.57 per share

Withholding price $84.57 per share Price used for tax-withholding dispositions of Class A Common Stock

Shares held after transactions 8,353 shares Total Class A Common Stock directly held after April 1, 2026

RSUs held after transactions 926 units Restricted stock units outstanding after reported grants and exercises

Key Terms

Restricted Stock Units, Employee Stock Purchase Plan, dividend equivalent rights, performance cash awards, +2 more

6 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"Includes 869 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 92 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

dividend equivalent rights financial

"Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date."

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.

performance cash awards financial

"The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria"

Pre-IPO Long Term Incentive Plan financial

"performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria"

tax liability financial

"Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

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
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^*

PEPPING KAREN K

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2026		M		433	A	(1)	6,895(2)	D
Class A Common Stock	04/01/2026		F		162	D	$84.57	6,733	D
Class A Common Stock	04/01/2026		A		2,584(3)	A	$84.57	9,317	D
Class A Common Stock	04/01/2026		F		964	D	$84.57	8,353	D

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)	04/01/2026		M			433	(4)	(4)	Class A Common Stock	433	$0	871(5)	D
Restricted Stock Units	(1)	04/01/2026		A		926		(6)	(6)	Class A Common Stock	926	$0	926	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Includes 869 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 92 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025.

3. The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price.

4. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025.

5. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.

6. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.

	/s/ Ryan Robinson, Attorney-in-Fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did UL Solutions (ULS) report for Karen K. Pepping?

Karen K. Pepping reported equity compensation activity, including exercising 433 restricted stock units into Class A Common Stock and receiving new grants of 926 restricted stock units and 2,584 shares. These transactions are compensation-related, not open-market purchases or sales of UL Solutions stock.

Did the UL Solutions (ULS) insider Form 4 include any open-market stock sales?

The Form 4 shows no open-market sales. Instead, 1,126 shares of Class A Common Stock were withheld at $84.57 per share to satisfy tax liabilities related to equity awards, which is a common administrative mechanism and not a discretionary market sale of shares.

How many UL Solutions (ULS) shares does Karen K. Pepping hold after these transactions?

Following the reported transactions, Karen K. Pepping directly holds 8,353 shares of UL Solutions Class A Common Stock. In addition, she holds 926 restricted stock units that represent contingent rights to receive an equal number of Class A Common Stock shares upon future vesting dates.

What new equity awards did UL Solutions grant to Karen K. Pepping?

UL Solutions granted Karen K. Pepping 926 restricted stock units and 2,584 shares of Class A Common Stock. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026, aligning her compensation with multi-year company performance.

How were taxes handled on Karen K. Pepping’s UL Solutions equity awards?

Taxes were handled through share withholding. A total of 1,126 shares of Class A Common Stock were withheld at $84.57 per share to cover tax liabilities associated with the equity awards, which reduces shares delivered but avoids separate cash payments for taxes.

What do the restricted stock units in UL Solutions (ULS) represent for the insider?

Each restricted stock unit represents a contingent right to receive one share of UL Solutions Class A Common Stock. These units vest over time, with some awards vesting in three equal installments on anniversaries of specific grant dates, incentivizing continued service and long-term performance.