[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hooper Charles W, a director of UL Solutions Inc. (ULS), reported dividend-equivalent accruals tied to deferred restricted stock units on 09/08/2025. Two entries show accruals of dividend-equivalent rights that convert one-for-one into Class A common shares: an accrual of rights equal to 10 underlying shares (price $0) leaving 4,946 shares beneficially owned after the transaction, and an accrual equal to 5 underlying shares (price $0) leaving 2,797 shares beneficially owned after the transaction. The filing notes the first set of deferred RSUs vested on May 1, 2025 and will be settled in shares per the Non-Employee Director Deferred Compensation Plan; the second set vests on the earlier of May 20, 2026 or the next annual meeting and will likewise be settled in shares under the Plan. The Form 4 was signed by an attorney-in-fact on 09/10/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation accruals converted to dividend equivalent rights; one grant vested and is eligible for settlement.

The filing documents non-derivative accruals of dividend-equivalent rights on deferred restricted stock units held by a director. One tranche vested on May 1, 2025 and is eligible for settlement under the issuer's Non-Employee Director Deferred Compensation Plan; a second tranche remains unvested until May 20, 2026 or the next annual meeting. This is a standard disclosure under Section 16 reflecting compensation-related share accruals rather than open-market purchases or sales.

Securities Analyst

TL;DR: Transaction shows accrual and vesting of RSU-related dividend equivalents; no cash consideration was paid.

The reported transactions are accruals of dividend equivalents converting to Class A common stock at no cash price (listed as $0), increasing beneficial ownership to the reported totals of 4,946 and 2,797 shares respectively. The transaction codes and explanatory notes indicate these are internal compensation mechanics rather than market activity, so immediate market impact is likely minimal.

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^*

Hooper Charles W

(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
Deferred Restricted Stock Unit	(1)	09/08/2025		A		10(2)		(3)	(3)	Class A Common Stock	10	$0	4,946(4)	D
Deferred Restricted Stock Unit	(1)	09/08/2025		A		5(2)		(5)	(5)	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 deferred restricted stock units held by the Reporting Person.

3. The dividend equivalent rights accrued on deferred restricted stock units held by the Reporting Person and vest proportionately with the deferred restricted stock units to which they relate. The deferred restricted stock units vested on May 1, 2025 and are expected to 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.

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

5. The dividend equivalent rights accrued on deferred restricted stock units held by the Reporting Person and vest proportionately with the deferred restricted stock units to which they relate. The deferred restricted stock units will vest on the earlier of May 20, 2026 or the date of the annual meeting following the grant date and are expected to 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 Plan, or (ii) as otherwise provided by the Plan.

	/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 Hooper Charles W report on the Form 4 for ULS?

He reported accruals of dividend-equivalent rights related to deferred restricted stock units that convert one-for-one into Class A common stock, with transactions dated 09/08/2025.

How many shares does Hooper beneficially own after the reported transactions?

The filing reports 4,946 shares following one accrual entry and 2,797 shares following the other, as reflected in the Form 4.

Were any shares purchased or sold on the open market in this filing?

No. The entries reflect accruals of dividend-equivalent rights on deferred RSUs (price shown as $0), not open-market trades.

When do the reported deferred restricted stock units vest and settle?

One tranche vested on May 1, 2025 and is expected to be settled per the Plan; the other vests on the earlier of May 20, 2026 or the next annual meeting and will be settled per the Plan.

Who signed the Form 4 filing?

The form was signed by attorney-in-fact Ryan Robinson on 09/10/2025.