ULS Form 4: Alberto Uggetti records dividend-equivalent RSU accruals

Rhea-AI Filing Summary

Alberto Uggetti, Executive Vice President & Chief Commercial Officer of UL Solutions Inc. (ULS), reported accruals of dividend-equivalent rights on restricted stock units on 09/08/2025. The Form 4 shows three accrual events that resulted in the acquisition of dividend-equivalent rights tied to restricted stock units: 4, 6 and 5 shares (priced at $0), with the reporter's beneficial ownership following those entries shown as 2,265, 3,025 and 2,602 shares respectively. The filing explains these dividend equivalents vest proportionately with the underlying RSUs, which vest in three equal installments tied to anniversaries of May 1, 2024, January 1, 2025 and April 1, 2025 depending on the specific RSU grant. The Form 4 was signed by an attorney-in-fact on 09/10/2025.

Positive

• Equity alignment: Reporting person received dividend-equivalent rights on RSUs, increasing reported beneficial ownership and aligning compensation with shareholder outcomes
• Clear vesting schedule: Vesting in three equal installments provides transparency on when additional shares may become deliverable

Negative

• None.

Insights

Corporate Compensation Analyst

TL;DR: Routine accrual of dividend-equivalent rights on existing RSUs increases reported beneficial ownership; no cash paid and no exercised options.

The entries reflect non-cash dividend-equivalent accruals tied to previously granted restricted stock units for the EVP & CCO. Each accrual was recorded as an acquisition (transaction code A) with a $0 price, indicating these are bookkeeping entries that increase share-equivalent holdings without altering cash flows or exercising derivative instruments. Vesting schedules are standard three-year tranche vesting for the referenced grants, so the items are consistent with retention-focused compensation rather than a market-facing transaction.

Corporate Governance Expert

TL;DR: Disclosure is routine and consistent with Section 16 reporting; no unusual governance or related-party issues disclosed.

The Form 4 properly discloses dividend-equivalent rights accruing on restricted stock units and provides vesting timing; the reporting person is an officer and filings were made by one reporting person and signed by an attorney-in-fact. There is no indication of sales, pledges, or related-party transfers. From a governance perspective, this filing documents executive equity accumulation but raises no immediate compliance concerns based on the provided information.

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^*

Uggetti Alberto

(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)
	EVP & CCO

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		4(2)		(3)	(3)	Class A Common Stock	4	$0	2,265(4)	D
Restricted Stock Units	(1)	09/08/2025		A		6(2)		(5)	(5)	Class A Common Stock	6	$0	3,025(4)	D
Restricted Stock Units	(1)	09/08/2025		A		5(2)		(6)	(6)	Class A Common Stock	5	$0	2,602(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.

	/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 Alberto Uggetti report on Form 4 for ULS?

He reported accruals of dividend-equivalent rights on restricted stock units acquired on 09/08/2025, shown as 4, 6 and 5 share-equivalents with $0 price.

How many shares does the filing show Alberto Uggetti beneficially owning after the transactions?

The Form 4 lists post-transaction beneficial ownership amounts of 2,265, 3,025 and 2,602 shares in the respective RSU groupings.

Do these transactions involve cash paid or option exercises?

No; each reported acquisition is for dividend-equivalent rights at a reported price of $0, indicating non-cash accruals rather than purchases or option exercises.

When do the related RSUs vest?

The filing states the RSUs vest in three equal installments on anniversaries tied to May 1, 2024, January 1, 2025, and April 1, 2025, depending on the specific grant.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by an attorney-in-fact, Ryan Robinson, on 09/10/2025.