[Form 4] UL Solutions Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sally Susman, a director of UL Solutions Inc. (ULS), acquired dividend-equivalent rights tied to deferred restricted stock units that convert into Class A common stock. The Form 4 reports accruals of 10 and 5 dividend-equivalent rights on two separate sets of deferred restricted stock units, each settled for Class A common stock at no cash price. After these accruals, the reporting person beneficially owns 4,946 and 2,797 shares attributable to those deferred units and accrued dividend equivalents. The deferred units vest or were vested consistent with the issuer's director deferred compensation plan and are expected to be settled in shares per the plan's timing and election provisions.

Positive

• Director compensation aligned with shareholders through deferred restricted stock units and dividend-equivalent rights payable in Class A common stock
• No cash purchase required for the dividend-equivalent rights (priced at $0), preserving director liquidity
• Transaction consistent with existing plan rules, indicating routine, predictable governance and compensation processes

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation accruals converted to stock-equivalent rights, reinforcing director pay alignment with shareholders.

The transaction reflects non-employee director compensation mechanics rather than open-market trading or new grants beyond plan terms. Dividend-equivalent rights accrued on deferred restricted stock units vest with those units and will be settled in Class A shares under the issuer's Deferred Compensation Plan. This is standard governance practice to align long-term director incentives with shareholder outcomes and does not indicate a change in control, policy, or extraordinary compensation.

Securities Analyst

TL;DR: Small, non-cash accruals of dividend equivalents increase insider beneficial ownership modestly; immaterial to valuation.

The reported accruals (10 and 5 dividend-equivalent rights) attach to deferred RSUs and are settled at $0 price in shares, consistent with director deferred compensation provisions. The incremental share counts reported (4,946 and 2,797 beneficially owned for each unit grouping) appear to reflect total holdings including prior deferred units plus accrued equivalents. Given the small absolute amounts relative to a typical public float, this filing is unlikely to have measurable market impact.

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

OMB APPROVAL

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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^*

SUSMAN SALLY

(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.
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FAQ

What did Sally Susman report on the Form 4 for ULS?

The Form 4 reports accruals of 10 and 5 dividend-equivalent rights on deferred restricted stock units that will be settled in Class A common stock under the company plan.

Do these transactions involve cash purchases?

No. The dividend-equivalent rights were recorded at a $0 price and are expected to be settled in shares per the deferred compensation plan.

How many shares are attributable to the reported transactions?

The report shows beneficial ownership figures of 4,946 and 2,797 shares associated with the deferred units and accrued dividend equivalents.

Are these grants or vesting events?

They represent accruals of dividend-equivalent rights on deferred restricted stock units; one set had vested previously and another vests on the earlier of May 20, 2026 or the next annual meeting, per the plan notes.

Does this Form 4 indicate any change in control or major corporate action?

No. The filing documents routine director compensation mechanics and does not disclose any change in control, sale, or other material corporate action.