[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jennifer F. Scanlon, President and CEO and director of UL Solutions Inc. (ULS), reported accrual and receipt of dividend equivalent rights tied to restricted stock units on 09/08/2025. Two separate entries show dividend equivalents treated as acquisitions (transaction code A) that result in reported beneficial ownership amounts of 42,690 and 42,655 shares of Class A Common Stock, each recorded at a $0 price. The filing explains these dividend equivalents accrue on restricted stock units and vest proportionately with the underlying RSUs. One RSU grant vests in three equal installments on the first, second and third anniversaries of May 1, 2024; the other vests in three equal installments on the first, second and third anniversaries of April 1, 2025. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/10/2025.

Positive

• Transparency in reporting dividend equivalent accruals and RSU vesting schedules for the CEO and director role
• Non-cash acquisition of dividend equivalents recorded at $0, reflecting compensation mechanics rather than market trading

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive accrual and vesting of RSU dividend equivalents; increases reported beneficial shares without cash outlay.

The transaction is a non-cash accrual of dividend equivalent rights on existing restricted stock units, recorded as acquisitions under Rule 16 reporting. Reported beneficial ownership amounts of 42,690 and 42,655 Class A shares reflect the aggregated RSUs plus accrued dividend equivalents. This is administrative and compensation-related rather than an open-market purchase or sale, so it does not signal a liquidity move or immediate market impact. Investors may view it as retention-focused compensation but the filing itself is neutral regarding operational performance.

Corporate Governance Expert

TL;DR: Compensation mechanics disclosed: dividend equivalents on RSUs vested per original schedules, properly reported under Section 16.

The disclosure shows compliance with Section 16 reporting for equity compensation events. Vesting schedules tied to May 1, 2024 and April 1, 2025 grants are explicitly stated and dividend equivalents vest proportionately with the underlying RSUs. The $0 price indicates these are equity awards rather than purchased shares. From a governance perspective, the filing documents executive equity accruals and appears routine and transparent.

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
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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^*

Scanlon Jennifer F.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		86(2)		(3)	(3)	Class A Common Stock	86	$0	42,690(4)	D
Restricted Stock Units	(1)	09/08/2025		A		86(2)		(5)	(5)	Class A Common Stock	86	$0	42,655(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.

	/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

Who filed the Form 4 for UL Solutions Inc. (ULS)?

The reporting person is Jennifer F. Scanlon, identified as President and CEO and a director; the form was signed by an attorney-in-fact on 09/10/2025.

What transactions were reported on the 09/08/2025 Form 4 for ULS?

The form reports accrual and acquisition of dividend equivalent rights on restricted stock units, recorded as acquisitions (code A) on 09/08/2025.

How many shares are reported as beneficially owned after the transactions?

The filing shows reported beneficial ownership amounts of 42,690 and 42,655 shares of Class A Common Stock for the two RSU sets.

Were any shares purchased for cash in these transactions?

No. The transactions are recorded at a $0 price, reflecting dividend equivalent accruals on RSUs rather than cash purchases.

When do the underlying restricted stock units vest?

One RSU grant vests in three equal installments on the first, second and third anniversaries of May 1, 2024. The other vests in three equal installments on the first, second and third anniversaries of April 1, 2025.