STOCK TITAN

UL Solutions (ULS) executive exercises RSUs, withholds shares for taxes

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

Rhea-AI Filing Summary

UL Solutions Inc. executive Lynn H. Hancock reported routine equity compensation activity involving Class A Common Stock and restricted stock units (RSUs). On May 1, 2026, Hancock exercised RSUs to acquire 1,293 shares of Class A Common Stock, then had 573 shares withheld at $91.60 per share to cover tax obligations. After these transactions, Hancock directly held 21,331 Class A shares. The filing also shows a small open-market purchase of 8 shares at $77.8191 on December 8, 2025 and a small acquisition of 9 shares under Rule 16a-6 on March 12, 2026. Footnotes explain that each RSU represents one Class A share, vesting in three equal annual installments beginning May 1, 2025, and that RSU totals include accrued dividend equivalent rights.

Positive

  • None.

Negative

  • None.
Insider Hancock Lynn H
Role See Remarks
Bought 8 shs ($622.55)
Type Security Shares Price Value
Exercise Restricted Stock Units 1,293 $0.00 --
Exercise Class A Common Stock 1,293 $0.00 --
Tax Withholding Class A Common Stock 573 $91.60 $52K
L Class A Common Stock 9 $83.3057 $749.75
Purchase Class A Common Stock 8 $77.8191 $622.55
Holdings After Transaction: Restricted Stock Units — 1,304 shares (Direct, null); Class A Common Stock — 21,904 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The restricted stock units vest in three equal installments on the first, second and third anniversaries of May 1, 2024. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
RSU exercise 1,293 shares Class A Common Stock acquired via RSU exercise on May 1, 2026
Tax-withheld shares 573 shares at $91.60 Shares withheld to cover tax liability on May 1, 2026
Post-transaction holdings 21,331 shares Direct Class A Common Stock held after May 1, 2026 transactions
Remaining RSUs 1,304 units Restricted stock units outstanding after May 1, 2026 transaction
Open-market purchase 8 shares at $77.8191 Class A Common Stock purchased on December 8, 2025
Small acquisition 9 shares at $83.3057 Rule 16a-6 small acquisition on March 12, 2026
Restricted Stock Units financial
"security_title": "Restricted Stock Units""
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"Includes restricted stock units and all dividend equivalent rights that have accrued"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Rule 16a-6 regulatory
"transaction_code_description": "Small acquisition under Rule 16a-6""
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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*
Hancock Lynn H

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025
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
Class A Common Stock12/08/2025P8A$77.819120,602D
Class A Common Stock03/12/2026LV9A$83.305720,611D
Class A Common Stock05/01/2026M1,293A(1)21,904D
Class A Common Stock05/01/2026F573D$91.621,331D
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
Restricted Stock Units(1)05/01/2026M1,293 (2) (2)Class A Common Stock1,293$01,304(3)D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. The restricted stock units vest in three equal installments on the first, second and third anniversaries of May 1, 2024.
3. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
Remarks:
Executive Vice President & Chief Transformation Officer
/s/ Ryan Robinson, Attorney-in-Fact05/05/2026
** 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 did Lynn H. Hancock report in this UL Solutions (ULS) Form 4?

Lynn H. Hancock reported exercising restricted stock units into Class A Common Stock and a related tax-withholding share disposition. The filing also shows earlier small share acquisitions, reflecting routine equity compensation and minor purchases rather than large open-market sales.

How many UL Solutions shares did Hancock acquire through RSU exercise?

Hancock exercised restricted stock units covering 1,293 shares of UL Solutions Class A Common Stock on May 1, 2026. Each RSU converts into one share, so this exercise directly increased her shareholdings before accounting for shares withheld for taxes.

How many UL Solutions shares were withheld for taxes in this Form 4?

The Form 4 shows 573 shares of UL Solutions Class A Common Stock were disposed of at $91.60 per share to satisfy tax obligations. This “F” code transaction reflects tax withholding, not an open-market sale initiated for portfolio reasons.

What is Lynn H. Hancock’s UL Solutions share ownership after these transactions?

After the May 1, 2026 transactions, Hancock directly held 21,331 shares of UL Solutions Class A Common Stock. This figure reflects her position following the RSU exercise and the tax-withholding share disposition reported in the filing.

Are there UL Solutions restricted stock units remaining after the reported RSU exercise?

Yes. The derivative table shows 1,304 restricted stock units remaining after the May 1, 2026 transaction. Footnotes state these RSUs vest in three equal installments on the first, second and third anniversaries of May 1, 2024, including dividend equivalent rights.

Did Lynn H. Hancock make any open-market purchases of UL Solutions stock?

The filing records an open-market purchase of 8 shares of UL Solutions Class A Common Stock at $77.8191 per share on December 8, 2025. It also shows a 9-share small acquisition on March 12, 2026 under Rule 16a-6.