STOCK TITAN

UL Solutions (NYSE: ULS) executive adds stock via RSU vesting and grants

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

Rhea-AI Filing Summary

UL Solutions Inc. officer John A. Genovesi reported mainly stock-based compensation activity involving restricted stock units (RSUs) and Class A Common Stock. On April 1, 2026, he exercised 1,352 RSUs into 1,352 shares of Class A Common Stock at a conversion price of $0.00 per share.

He also received new awards of 2,956 RSUs and 7,107 shares of Class A Common Stock, reflecting compensation grants rather than market purchases. To cover tax obligations, 533 shares and 2,797 shares of Class A Common Stock were withheld at $84.57 per share.

After these transactions, Genovesi directly holds 29,757 shares of Class A Common Stock and 2,956 RSUs, plus an additional 2,709 RSUs from prior awards, which generally vest in three equal installments on the first, second and third anniversaries of their grant dates.

Positive

  • None.

Negative

  • None.

Insights

Routine equity compensation: RSU vesting, new grants, and tax withholding.

The transactions for John A. Genovesi at UL Solutions Inc. are classic equity compensation events. He exercised 1,352 RSUs into Class A Common Stock and received additional grants of 2,956 RSUs and 7,107 shares, reflecting ongoing incentive programs.

Two tax-withholding dispositions totaling 3,330 shares at $84.57 per share covered related tax liabilities, rather than indicating open-market selling. Post-transaction, he holds 29,757 shares plus sizeable RSU balances, suggesting increased direct equity exposure driven by compensation, not trading decisions.

Insider Genovesi John A
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 1,352 $0.00 --
Grant/Award Restricted Stock Units 2,956 $0.00 --
Exercise Class A Common Stock 1,352 $0.00 --
Tax Withholding Class A Common Stock 533 $84.57 $45K
Grant/Award Class A Common Stock 7,107 $84.57 $601K
Tax Withholding Class A Common Stock 2,797 $84.57 $237K
Holdings After Transaction: Restricted Stock Units — 2,709 shares (Direct); Class A Common Stock — 25,980 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. Includes 952 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 34 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025. The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
RSUs exercised 1,352 RSUs Converted into Class A Common Stock on April 1, 2026
New RSU grant 2,956 RSUs Awarded as equity compensation on April 1, 2026
Stock grant 7,107 shares Class A Common Stock granted as compensation on April 1, 2026
Tax-withholding shares 3,330 shares Withheld to cover taxes at $84.57 per share
Tax price <money>$84.57</money>/share Value used for tax-withholding dispositions on April 1, 2026
Post-transaction holdings 29,757 shares Class A Common Stock directly owned after all reported transactions
Outstanding RSUs (new) 2,956 RSUs Remain unvested, scheduled to vest over three years from April 1, 2026
Outstanding RSUs (prior award) 2,709 RSUs Balance following RSU exercise transaction on April 1, 2026
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities."
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.
Employee Stock Purchase Plan financial
"Includes 952 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 34 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
dividend equivalent rights financial
"Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date."
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.
performance cash awards financial
"The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan."
Pre-IPO Long Term Incentive Plan financial
"granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria."
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*
Genovesi John A

(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)
04/01/2026
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 Stock04/01/2026M1,352A(1)25,980(2)D
Class A Common Stock04/01/2026F533D$84.5725,447D
Class A Common Stock04/01/2026A7,107(3)A$84.5732,554D
Class A Common Stock04/01/2026F2,797D$84.5729,757D
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)04/01/2026M1,352 (4) (4)Class A Common Stock1,352$02,709(5)D
Restricted Stock Units(1)04/01/2026A2,956 (6) (6)Class A Common Stock2,956$02,956D
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. Includes 952 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 34 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025.
3. The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price.
4. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
5. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
6. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
Remarks:
Executive Vice President & President, Software and Advisory
/s/ Ryan Robinson, Attorney-in-Fact04/03/2026
** 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 UL Solutions (ULS) insider John A. Genovesi report on this Form 4?

He reported routine equity compensation activity: exercising 1,352 restricted stock units into Class A Common Stock, receiving 2,956 new RSUs and 7,107 shares, and share withholdings to cover taxes, all dated April 1, 2026.

Did John A. Genovesi buy or sell UL Solutions (ULS) stock on the open market?

The filing shows no open-market buys or sells. Activity reflects RSU exercises, stock and RSU grants, and 3,330 shares withheld at $84.57 per share solely to satisfy tax obligations, which is standard for equity compensation vesting.

How many UL Solutions (ULS) shares does John A. Genovesi hold after these transactions?

After the reported transactions, he directly holds 29,757 shares of UL Solutions Class A Common Stock. He also has 2,956 new RSUs and 2,709 existing RSUs outstanding, representing additional contingent rights to receive shares as they vest over time.

What restricted stock unit (RSU) grants did Genovesi receive from UL Solutions (ULS)?

He received 2,956 RSUs and 7,107 shares of Class A Common Stock as compensation. Footnotes state the RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2026, aligning with typical multi-year incentive structures.

Why were some UL Solutions (ULS) shares labeled as tax-withholding dispositions?

Two transactions marked with code “F” reflect 533 and 2,797 shares withheld at $84.57 per share. These are shares surrendered to cover exercise price or tax liabilities on equity awards, not discretionary market sales by the insider.

What do the UL Solutions (ULS) Form 4 footnotes reveal about Genovesi’s awards?

Footnotes explain each RSU equals one share of Class A Common Stock, include accrued dividend equivalents, and vest in three installments. They also note some Class A shares came from performance cash awards tied to specific performance criteria, not just time or stock price.