UL Solutions Insider Report: Gitte Schjotz Adds 15,457 Shares via RSU Dividends

Rhea-AI Filing Summary

Gitte Schjotz, Executive Vice President and Chief Business Operations and Innovation Officer of UL Solutions Inc. (ULS), received dividend-equivalent rights tied to previously granted restricted stock units. On 09/08/2025 the reporting person had accruals of dividend-equivalent rights on three separate RSU grants that convert to Class A common stock at no cash price. The reported amounts reflecting the accrued dividend equivalents and underlying RSUs are 5,499 shares, 5,043 shares and 4,915 shares, each recorded as direct beneficial ownership. The filing notes these dividend equivalents vest proportionately with the related RSUs, which vest in three equal annual installments for each grant.

Positive

• Equity compensation recognized through dividend-equivalent accruals demonstrates alignment of executive incentives with shareholder value via RSU vesting
• Direct beneficial ownership of the resulting shares is transparent and reported on Form 4

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine vesting-related accruals increased direct holdings; no cash purchase or sale reported.

The Form 4 documents accrual and recognition of dividend-equivalent rights on previously issued restricted stock units, converting to Class A common shares at a $0 price and recorded as direct ownership. These are vesting-related transactions rather than open-market trades, so they do not signal market buying or selling pressure. The amounts—5,499; 5,043; and 4,915 shares—are material only relative to the officer's total holdings, which the filing does not disclose in full beyond these totals. Impact on share count is incremental and dilutive only to the extent the company issues shares to satisfy the dividend equivalents.

Corporate Governance Expert

TL;DR: Transaction is administrative and governance-compliant; reflects standard executive compensation mechanics.

This Form 4 shows standard administration of equity compensation: dividend equivalents accrued on RSUs vesting over three years and converted into shares without consideration. The filing confirms the reporting person is an officer and that ownership is recorded directly. There are no indications of accelerated vesting, disposal, or atypical arrangements disclosed here. For investors focused on insider intent, these entries are neutral because they arise from compensation plan mechanics rather than discretionary insider trading.

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^*

Schjotz Gitte

(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		11(2)		(3)	(3)	Class A Common Stock	11	$0	5,499(4)	D
Restricted Stock Units	(1)	09/08/2025		A		10(2)		(5)	(5)	Class A Common Stock	10	$0	5,043(4)	D
Restricted Stock Units	(1)	09/08/2025		A		9(2)		(6)	(6)	Class A Common Stock	9	$0	4,915(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 Business Operations and Innovation 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 UL Solutions (ULS) insider Gitte Schjotz report on Form 4?

She reported accruals of dividend-equivalent rights on three restricted stock unit grants that convert into Class A common stock, recorded as direct ownership.

How many shares were reported as resulting from the dividend-equivalent accruals?

The filing reports 5,499 shares, 5,043 shares, and 4,915 shares attributable to dividend-equivalent rights on RSUs.

Did the Form 4 show any purchases or sales of ULS stock by the reporting person?

No purchases or sales were reported; the entries reflect accruals of dividend equivalents on existing RSUs at a $0 price.

Are the dividend-equivalent rights immediately vested?

No; the filing states the dividend equivalents vest proportionately with the related RSUs, which vest in three equal annual installments per grant.

What is the reporting person's role at UL Solutions?

The reporting person is Executive Vice President, Chief Business Operations and Innovation Officer and the Form 4 indicates officer status.