UL Solutions (NYSE: ULS) CEO sells 12,500 shares, receives 200,120 performance units

Rhea-AI Filing Summary

UL Solutions Inc. President and CEO Jennifer F. Scanlon reported both an equity award and share sales in Class A Common Stock. She received 200,120 performance share units, each representing a contingent right to one share, granted at no cost and tied to future performance and service conditions.

On the same date, she sold a total of 12,500 shares in open-market transactions at weighted average prices around $100 per share, executed under a pre-planned Rule 10b5-1 trading plan. After these sales, she directly held 176,724 shares, with an additional 89,285 shares indirectly held through a family trust, plus the new performance share units that vest between 2029 and 2031 if specified performance metrics are met.

Insights

Equity compensation and insider-trading analyst

Routine CEO 10b5-1 sales alongside a large performance-based equity grant.

CEO Jennifer F. Scanlon received 200,120 performance share units, a sizable, performance-based award tied to stock price or relative total shareholder return through June 1, 2031. This aligns her long-term incentives with shareholder outcomes, contingent on continued service and meeting the plan’s metrics.

She also sold 12,500 shares of Class A Common Stock at weighted average prices near $100 per share. Footnotes state these were executed under a pre-established Rule 10b5-1 trading plan, which typically indicates pre-planned, programmatic selling rather than opportunistic market timing.

Following the transactions, she directly held 176,724 shares and indirectly held 89,285 shares via a family trust, in addition to the unvested performance units. This suggests the reported net sell is modest relative to her overall equity exposure, while the award increases her potential long-term stake.

Insider Trade Summary 10b5-1

Net Seller: 12,500 shares ($1,249,983)

Net Sell 4 txns

Insider Scanlon Jennifer F.

Role President and CEO

Sold 12,500 shs ($1.25M)

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	200,120	$0.00	--
Sale	Class A Common Stock	7,505	$99.6039	$748K
Sale	Class A Common Stock	4,995	$100.5917	$502K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 200,120 shares (Direct, null); Class A Common Stock — 181,719 shares (Direct, null); Class A Common Stock — 89,285 shares (Indirect, By Family Trust)

Footnotes (1)

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025. This transaction was executed in multiple trades at prices ranging from $99.08 to $100.02, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This transaction was executed in multiple trades at prices ranging from $100.09 to $100.98, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The Reporting Person's spouse is the trustee of the trust, and the Reporting Person's children are the beneficiaries of the trust. Each performance share unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The performance share units vest 30% on June 1, 2029, 30% on June 1, 2030, and 40% on June 1, 2031, subject to (i) the Reporting Person's continuous service as Chief Executive Officer (or in another employee role approved by the Issuer's board of directors or a committee thereof) through the applicable vesting date and (ii) the achievement of a stock price metric or relative total shareholder return metric during measurement periods ending on June 1, 2031. The two metrics will be measured independently, and the metric that results in the greater performance percentage will apply for purposes of determining the number of performance share units earned. The amount of performance share units reported herein assumes the target stock price metric is met.

Key Figures

Open-market sale 1: 4,995 shares at $100.5917 Open-market sale 2: 7,505 shares at $99.6039 Total shares sold: 12,500 shares +4 more

7 metrics

Open-market sale 1 4,995 shares at $100.5917 Class A Common Stock sale on June 1, 2026

Open-market sale 2 7,505 shares at $99.6039 Class A Common Stock sale on June 1, 2026

Total shares sold 12,500 shares Net sales of Class A Common Stock

Performance share units granted 200,120 units PSU grant on June 1, 2026

Direct holdings after transactions 176,724 shares Class A Common Stock held directly after sales

Indirect holdings via family trust 89,285 shares Class A Common Stock held indirectly by family trust

PSU vesting schedule 30% 2029, 30% 2030, 40% 2031 Vesting dates June 1, 2029–2031 subject to conditions

Key Terms

Rule 10b5-1 trading plan, Performance Share Units, contingent right, relative total shareholder return metric, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Performance Share Units financial

"Performance Share Units vest 30% on June 1, 2029, 30% on June 1, 2030, and 40% on June 1, 2031."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

contingent right financial

"Each performance share unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."

relative total shareholder return metric financial

"subject to the achievement of a stock price metric or relative total shareholder return metric during measurement periods ending on June 1, 2031."

family trust financial

"The Reporting Person's spouse is the trustee of the trust, and the Reporting Person's children are the beneficiaries of the trust."

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Form 4 Insider Transactions: What Each Field Means →

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

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).

X

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^*

Scanlon Jennifer F.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/01/2026		S(1)		7,505	D	$99.6039(2)	181,719	D
Class A Common Stock	06/01/2026		S(1)		4,995	D	$100.5917(3)	176,724	D
Class A Common Stock								89,285	I	By Family Trust(4)

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
Performance Share Units	(5)	06/01/2026		A		200,120		(6)	(6)	Class A Common Stock	200,120	$0	200,120	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025.

2. This transaction was executed in multiple trades at prices ranging from $99.08 to $100.02, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. This transaction was executed in multiple trades at prices ranging from $100.09 to $100.98, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The Reporting Person's spouse is the trustee of the trust, and the Reporting Person's children are the beneficiaries of the trust.

5. Each performance share unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

6. The performance share units vest 30% on June 1, 2029, 30% on June 1, 2030, and 40% on June 1, 2031, subject to (i) the Reporting Person's continuous service as Chief Executive Officer (or in another employee role approved by the Issuer's board of directors or a committee thereof) through the applicable vesting date and (ii) the achievement of a stock price metric or relative total shareholder return metric during measurement periods ending on June 1, 2031. The two metrics will be measured independently, and the metric that results in the greater performance percentage will apply for purposes of determining the number of performance share units earned. The amount of performance share units reported herein assumes the target stock price metric is met.

	/s/ Ryan Robinson, Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did UL Solutions (ULS) CEO Jennifer Scanlon report?

Jennifer Scanlon reported selling 12,500 shares of Class A Common Stock and receiving 200,120 performance share units. The sales were open-market transactions under a Rule 10b5-1 plan, while the performance units are a compensation award tied to future performance and service.

How many UL Solutions (ULS) shares did the CEO sell and at what prices?

She sold 4,995 shares at a weighted average price of about $100.59 and 7,505 shares at about $99.60. Footnotes explain each sale involved multiple trades within narrow price ranges, with full trade-by-trade details available on request from appropriate parties.

What equity award did UL Solutions (ULS) grant to its CEO in this Form 4?

She received 200,120 performance share units, each representing a contingent right to one share of Class A Common Stock. The units vest in tranches from 2029 to 2031, subject to continued service and achieving stock price or relative total shareholder return performance metrics.

When do Jennifer Scanlon’s UL Solutions (ULS) performance share units vest?

The performance share units vest 30% on June 1, 2029, another 30% on June 1, 2030, and the remaining 40% on June 1, 2031. Vesting depends on her continued service and meeting specified stock price or relative total shareholder return performance metrics.

How many UL Solutions (ULS) shares does the CEO hold after these transactions?

After the reported sales, Jennifer Scanlon directly holds 176,724 shares of Class A Common Stock and indirectly holds 89,285 shares through a family trust. She also holds 200,120 performance share units that may convert into shares if vesting and performance conditions are satisfied.

Were the UL Solutions (ULS) CEO’s stock sales part of a trading plan?

Yes. A footnote states the sales were made under a Rule 10b5-1 trading plan adopted on December 9, 2025. Such plans pre-schedule trades, providing a structured way for insiders to sell shares over time without making day-to-day trading decisions.