ULS Form 4: EVP Scott D'Angelo records dividend-equivalent RSU accruals

Rhea-AI Filing Summary

Insider equity accruals and award aggregation reported by UL Solutions Inc. executive. Scott D'Angelo, EVP, CLO & Corporate Secretary, was credited with dividend equivalent rights that have been aggregated with underlying restricted stock units (RSUs) and reported together with the RSU awards. On 06/09/2025 the filing records acquisitions of 15 and 6 Class A common stock equivalents, increasing reported holdings to 8,578 and 3,574 shares respectively. On 09/08/2025 additional accruals of 17 and 7 were recorded, with resulting holdings of 8,595 and 3,581. The accrued dividend equivalents vest proportionately with the RSUs, which vest in three equal installments on the first, second and third anniversaries of May 1, 2025. The filing aggregates dividend equivalents with the underlying RSUs going forward.

Insights

Corporate Governance Expert

TL;DR: Executive received aggregated dividend equivalents on RSUs; vesting schedule is standard and disclosure clarifies reporting practice.

The Form 4 documents accrual and aggregation of dividend equivalent rights with existing restricted stock units for the company's EVP and corporate secretary. Aggregating these accruals with the underlying RSUs simplifies future reporting and increases transparency about total share-based holdings. The vesting in three equal annual installments from May 1, 2025 aligns with typical multi-year retention structures for senior executives. There are no indications in this filing of cash sale, exercise, or disposition activity.

Securities Analyst

TL;DR: Small incremental share accruals recorded; the transactions are routine and unlikely to be material to shareholders.

The reported acquisitions are dividend-equivalent credits tied to RSUs, shown as acquisitions of 15, 6, 17 and 7 Class A share equivalents on the listed dates, increasing post-transaction beneficial ownership counts as stated. These are non-cash accruals with zero price per share recorded, and they vest with the underlying awards. From an investor-impact perspective, the absolute amounts are modest relative to typical outstanding share counts and represent compensation accounting mechanics rather than market-moving insider buys or sells.

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^*

D'Angelo Scott

(Last) (First) (Middle)

C/O UL SOLUTIONS INC.

333 PFINGSTEN RD.

(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, CLO & Corporate Secy

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2025

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)	06/09/2025		A		15(2)(3)		(4)	(4)	Class A Common Stock	15	$0	8,578(5)	D
Restricted Stock Units	(1)	06/09/2025		A		6(2)(3)		(4)	(4)	Class A Common Stock	6	$0	3,574(5)	D
Restricted Stock Units	(1)	09/08/2025		A		17(2)(3)		(4)	(4)	Class A Common Stock	17	$0	8,595(5)	D
Restricted Stock Units	(1)	09/08/2025		A		7(2)(3)		(4)	(4)	Class A Common Stock	7	$0	3,581(5)	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 have historically been reported as a separate security on Table II, but have been aggregated with the underlying restricted stock units in this Form 4 and will continue to be reported together with the underlying equity award in the future.

4. 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 May 1, 2025.

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

	/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 transactions did UL Solutions (ULS) insider Scott D'Angelo report?

The filing reports acquisition of dividend equivalent rights aggregated with restricted stock units: 15, 6, 17, and 7 Class A share equivalents on the dates shown.

How many shares did the reported transactions increase Scott D'Angelo's holdings by?

Post-transaction beneficial ownership figures reported were 8,578, 3,574, 8,595, and 3,581 for the respective RSU groupings shown in the filing.

Do the accrued dividend equivalents have a cash cost or price recorded?

No price is recorded for these accruals; the Form 4 shows a $0 price for the dividend equivalent credits, indicating non-cash equity accruals tied to RSUs.

When do the restricted stock units and accrued dividend equivalents vest?

The RSUs and related dividend equivalents vest in three equal installments on the first, second and third anniversaries of May 1, 2025, per the filing.

Will dividend equivalents be reported separately going forward?

No. The filing states dividend equivalent rights have been aggregated with the underlying restricted stock units and will continue to be reported together with the underlying equity award.