[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Shannon James M, a director of UL Solutions Inc. (ULS), reported acquisition of dividend equivalent rights tied to deferred restricted stock units on 09/08/2025. The filing shows two accruals: one crediting 10 dividend equivalents (reflecting underlying Class A common stock) and another crediting 5 dividend equivalents, each recorded at a price of $0. After these accruals the reporting person beneficially owns 4,946 and 2,797 shares attributable to the related deferred restricted stock units and accrued dividend equivalents. The filing explains vesting and expected settlement mechanics: one set vested on May 1, 2025 and is eligible for settlement per the Non-Employee Director Deferred Compensation Plan; the other vests the earlier of May 20, 2026 or the annual meeting and is similarly expected to be settled in shares.

Positive

• Transparency: The filing clearly discloses the accrual amounts, vesting dates, and settlement mechanics under the director deferred compensation plan
• No cash transaction: Dividend equivalent rights were credited at $0, indicating accrual of noncash compensation rather than a purchase that could signal market activity

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation mechanics recorded; no change to control or material disposition.

The Form 4 documents accrual and crediting of dividend equivalent rights on deferred restricted stock units held by a non-employee director. These entries reflect equity compensation accounting/timing rather than open-market trading and do not indicate cash proceeds or debt changes. The filing clarifies vesting schedules and settlement options under the company’s director deferred compensation plan, supporting transparency on insider equity holdings.

Executive Compensation Analyst

TL;DR: Compensation accruals recorded; amounts are small and consistent with director deferral arrangements.

The reported additions—10 and 5 dividend equivalent rights—are modest and recorded at $0, consistent with noncash accruals that increase deferred equity balances. One tranche vested earlier in May 2025 and is eligible for settlement when elected; the other vests by May 20, 2026 or the next annual meeting. This filing helps reconcile total beneficial ownership attributable to deferred awards.

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

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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^*

Shannon James M

(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).
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 did Shannon James M report on Form 4 for ULS?

The report shows accrual of 10 and 5 dividend equivalent rights on deferred restricted stock units, recorded on 09/08/2025.

How many shares does the filing attribute to Shannon James M after the transactions?

The filing shows beneficial ownership figures of 4,946 and 2,797 shares attributable to deferred restricted stock units and accrued dividend equivalents.

Did the Form 4 report any cash purchases or sales of ULS stock?

No. The entries reflect dividend equivalent accruals at a reported price of $0, not cash purchases or sales.

When do the reported deferred restricted stock units vest or settle?

One set vested on May 1, 2025 and is eligible for settlement per the Plan; the other vests the earlier of May 20, 2026 or the annual meeting and is expected to be settled in shares.

Who signed the Form 4 filing and when was it signed?

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