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UL Solutions (NYSE: ULS) awards 2,206 deferred RSUs to director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GOTTSCHALK MARLA C reported acquisition or exercise transactions in this Form 4 filing.

UL Solutions Inc. director Marla C. Gottschalk received a grant of 2,206 Deferred Restricted Stock Units (DRSUs) on May 20, 2026 as equity compensation. Each DRSU represents a contingent right to receive one share of Class A Common Stock.

The DRSUs will vest on the earlier of the one-year anniversary of the grant date or the next annual meeting and will then be settled in Class A shares according to the company’s Non-Employee Director Deferred Compensation Plan. Following this grant, Gottschalk holds 2,206 DRSUs directly.

Positive

  • None.

Negative

  • None.
Insider GOTTSCHALK MARLA C
Role null
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 2,206 $0.00 --
Holdings After Transaction: Deferred Restricted Stock Units — 2,206 shares (Direct, null)
Footnotes (1)
  1. Each deferred restricted stock unit ("DRSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. The DRSUs will vest on the earlier of the one-year anniversary of the grant date or the date of the annual meeting following the grant date and will be settled in shares of the Issuer's Class A Common Stock either (i) on a date selected by the reporting person pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), or (ii) as otherwise provided by the Plan.
DRSUs granted 2,206 units Deferred Restricted Stock Units granted on May 20, 2026
Underlying shares 2,206 shares Class A Common Stock underlying the DRSUs
Grant price $0.00 per unit Equity compensation grant, not a market purchase
Vesting schedule Earlier of 1-year or next annual meeting Vesting condition for the DRSUs
Post-transaction DRSU holdings 2,206 units Total Deferred Restricted Stock Units after grant
Deferred Restricted Stock Units financial
"Each deferred restricted stock unit ("DRSU") represents a contingent right to receive one share"
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
Class A Common Stock financial
"receive one share of the Issuer's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Non-Employee Director Deferred Compensation Plan financial
"pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan")"
vest financial
"The DRSUs will vest on the earlier of the one-year anniversary of the grant date"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
SEC Form 4
FORM 4UNITED 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*
GOTTSCHALK MARLA C

(Last)(First)(Middle)
C/O UL SOLUTIONS INC.
333 PFINGSTEN ROAD

(Street)
NORTHBROOK ILLINOIS 60062

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
UL Solutions Inc. [ ULS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Restricted Stock Units(1)05/20/2026A2,206 (2) (2)Class A Common Stock2,206$02,206D
Explanation of Responses:
1. Each deferred restricted stock unit ("DRSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. The DRSUs will vest on the earlier of the one-year anniversary of the grant date or the date of the annual meeting following the grant date and will be settled in shares of the Issuer's Class A Common Stock either (i) on a date selected by the reporting person pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), or (ii) as otherwise provided by the Plan.
/s/ Ryan Robinson, Attorney-in-Fact05/22/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did UL Solutions (ULS) report for Marla C. Gottschalk?

UL Solutions reported an equity award to director Marla C. Gottschalk. She received 2,206 Deferred Restricted Stock Units on May 20, 2026, as compensation, not an open-market share purchase or sale, giving her a contingent right to future Class A Common Stock.

How many Deferred Restricted Stock Units did the UL Solutions director receive?

Marla C. Gottschalk received 2,206 DRSUs in this grant. These units are derivative equity awards that can later settle into an equal number of UL Solutions Class A Common shares once vesting and plan conditions are satisfied under the company’s director compensation program.

When do Marla C. Gottschalk’s UL Solutions DRSUs vest and settle?

The DRSUs vest on the earlier of two dates: the one-year anniversary of the May 20, 2026 grant or the annual meeting following that grant. After vesting, they are settled in Class A Common Stock according to the Non-Employee Director Deferred Compensation Plan.

What does each UL Solutions Deferred Restricted Stock Unit represent?

Each DRSU represents a contingent right to receive one share of UL Solutions Class A Common Stock. Once vesting conditions are met and settlement occurs under the plan, the director will receive an equivalent number of actual shares for the vested units.

Is the UL Solutions Form 4 transaction a market buy or sell of shares?

No, this Form 4 reflects a grant of Deferred Restricted Stock Units, not an open-market trade. The transaction code is “A” for grant or award, and the price is listed as $0.00, indicating compensation rather than a purchase or sale.

How many UL Solutions DRSUs does Marla C. Gottschalk hold after this grant?

After the reported transaction, Gottschalk holds 2,206 DRSUs directly. This total corresponds to the full amount of the May 20, 2026 grant, indicating her outstanding deferred restricted stock unit position from this filing alone.