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[Form 4] UL Solutions Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

UL Solutions Inc. (ULS) insider John A. Genovesi received dividend equivalent rights on restricted stock units that were recorded on 09/08/2025. The filing shows accrual of dividend equivalents that convert into shares of the issuer's Class A Common Stock and vest alongside the underlying restricted stock units. After the reported accruals, the reporting person beneficially owns 3,881 and 4,048 shares attributable to two separate restricted stock unit awards, respectively. The report identifies the reporting person as an Executive Vice President & President, Software and Advisory and was signed pursuant to power of attorney on 09/10/2025.

Positive
  • Increased disclosed alignment: Accrual of dividend-equivalent rights on RSUs increases the reporting person's beneficial ownership (3,881 and 4,048 shares).
  • No cash outlay: Transactions recorded at a price of $0, indicating dividend-equivalent accruals rather than cash purchases.
Negative
  • None.

Insights

TL;DR: Officer received accrued dividend-equivalent rights on RSUs, modestly increasing reported beneficial ownership.

The Form 4 documents accrual of dividend equivalent rights on two restricted stock unit awards recorded 09/08/2025, which vest with the underlying RSUs. The filing quantifies beneficial ownership after the accrual as 3,881 and 4,048 shares for the respective awards. There is no cash consideration or exercise price disclosed; the entries show a price of $0 and the transactions are reported as acquisitions of dividend equivalents. This is a routine equity-compensation disclosure and contains no indication of a sale or transfer of shares.

TL;DR: Disclosure reflects routine compensation mechanics—dividend equivalents accruing on RSUs and vesting per grant terms.

The report states the dividend equivalent rights vest proportionately with the underlying restricted stock units and references scheduled vesting anniversaries for the grants. The reporting person is identified with an executive title, and the filing was executed under power of attorney on 09/10/2025. The disclosure is procedural, documenting increased beneficial ownership from accrued dividend equivalents rather than a discretionary open-market transaction.

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*
Genovesi John A

(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 7(2) (3) (3) Class A Common Stock 7 $0 3,881(4) D
Restricted Stock Units (1) 09/08/2025 A 8(2) (5) (5) Class A Common Stock 8 $0 4,048(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.
Remarks:
Executive Vice President & President, Software and Advisory
/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 John A. Genovesi report on Form 4 for ULS?

The filing reports accrual of dividend equivalent rights on two restricted stock unit awards recorded on 09/08/2025, increasing beneficial ownership to 3,881 and 4,048 shares for those awards.

Did the Form 4 show any cash purchases or sales by the reporting person?

No. The transactions are reported as accruals of dividend-equivalent rights with a recorded price of $0; there are no sales or cash purchases disclosed.

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

The filing identifies the reporting person as Executive Vice President & President, Software and Advisory.

When was the Form 4 signed and by whom?

The form bears a signature by /s/ Ryan Robinson, Attorney-in-Fact dated 09/10/2025 on behalf of the reporting person.

Do the dividend equivalent rights vest immediately?

The filing states the dividend equivalents vest proportionately with the underlying restricted stock units and references scheduled vesting installments tied to grant anniversaries.
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17.47B
61.90M
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Specialty Business Services
Services-testing Laboratories
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United States
NORTHBROOK