ULS Form 4: Director's RSU Dividend Equivalents Increase Direct Holdings to 2,797

Rhea-AI Filing Summary

Michael H. Thaman, a director of UL Solutions Inc. (ULS), received dividend equivalent rights accrued on restricted stock units. The reported transaction shows 5 dividend equivalent rights were credited, each representing a contingent right to one share of Class A Common Stock, at no cash price. After this accrual, the reporting person beneficially owns 2,797 shares (direct ownership). The accrued dividend equivalents vest on the same schedule as the related restricted stock units, which vest on the earlier of May 20, 2026 or the date of the next annual meeting.

Positive

• Director alignment: Accrual of dividend equivalents on RSUs reinforces executive alignment with shareholders.
• No cash outlay: Dividend equivalents were credited at $0, indicating an administrative accrual rather than a purchase.
• Clear vesting terms: Vesting schedule is specified (earlier of May 20, 2026 or next annual meeting), providing transparency on future dilution timing.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Small accrual of dividend equivalents on existing RSUs shows ongoing alignment with shareholder interests, not a material ownership change.

The filing documents an accrual of 5 dividend equivalent rights tied to restricted stock units held by a director, increasing direct beneficial ownership to 2,797 shares. This is a routine equity compensation accounting event, not a purchase or sale. Vesting remains tied to the RSU schedule (earlier of May 20, 2026 or the next annual meeting), preserving retention incentives. For governance review, this is standard and does not indicate unusual insider activity or shifting control.

Securities Analyst

TL;DR: Transaction is immaterial to valuation—accrued dividend equivalents convert to shares upon vesting and do not reflect cash flow or market-impacting trades.

The transaction code reflects accrual of dividend equivalents (5 shares equivalent) on existing restricted stock units, shown at a price of $0. Such accruals increase reported beneficial ownership but will only dilute if and when shares are issued upon vesting. With total direct ownership at 2,797 shares, this change is negligible relative to typical public-company float and unlikely to influence market perception or guidance.

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^*

THAMAN MICHAEL H

(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
Restricted Stock Unit	(1)	09/08/2025		A		5(2)		(3)	(3)	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 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 will vest on the earlier of May 20, 2026 or the date of the annual meeting following the grant date.

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

	/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 UL Solutions insider Michael H. Thaman report on Form 4 (ULS)?

The report shows an accrual of 5 dividend equivalent rights on restricted stock units, increasing his direct beneficial ownership to 2,797 shares.

Do the 5 dividend equivalent rights require a cash payment?

No. The dividend equivalents were recorded at a price of $0, representing contingent rights to shares rather than a cash transaction.

When do the accrued dividend equivalents vest into shares?

They vest proportionately with the related restricted stock units, on the earlier of May 20, 2026 or the date of the annual meeting following the grant date.

Is this Form 4 transaction material to ULS shareholders?

No. The accrual of 5 dividend equivalents is routine and immaterial relative to total outstanding shares; it does not reflect a purchase or sale.

What is the ownership form reported for these securities?

The filing indicates direct (D) beneficial ownership for the reported shares.