UL Solutions (NYSE: ULS) CEO nets shares after SAR exercise

Rhea-AI Filing Summary

UL Solutions Inc. President and CEO Jennifer F. Scanlon reported several equity transactions. On March 1, 2026, she exercised a stock appreciation right for 145,130 shares, receiving an equal number of Class A common shares at a stated price of $13.15 per share.

To cover the exercise price or tax obligations, 75,411 Class A shares were disposed of at $83.97 under a tax-withholding transaction, rather than an open-market sale. After these moves, she directly owned 171,863 Class A shares, with an additional 89,285 shares held indirectly through a family trust. The direct holdings figure includes 341 shares acquired on May 14, 2025 and 71 shares acquired on November 14, 2025 under the company’s Employee Stock Purchase Plan.

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^*

Scanlon Jennifer F.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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
Class A Common Stock	03/01/2026		M		145,130	A	$13.15	247,274(1)	D
Class A Common Stock	03/01/2026		F		75,411	D	$83.97	171,863	D
Class A Common Stock								89,285	I	By Family Trust

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
Stock Appreciation Right	$13.15	03/01/2026		M			145,130	03/01/2024	03/01/2026	Class A Common Stock	145,130	$0	0	D

Explanation of Responses:

1. Includes 341 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 71 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025.

	/s/ Ryan Robinson, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

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

UL Solutions reported that President and CEO Jennifer F. Scanlon exercised stock appreciation rights for 145,130 shares of Class A common stock. A related tax-withholding transaction disposed of 75,411 shares, and her direct and indirect ownership positions were updated accordingly.

Did the UL Solutions CEO buy or sell shares in this Form 4 filing?

The filing shows exercise and tax-withholding activity, not open-market buying or selling. Jennifer F. Scanlon exercised stock appreciation rights into 145,130 shares, and 75,411 shares were disposed of to satisfy exercise price or tax liabilities.

How many UL Solutions shares does Jennifer Scanlon own after these Form 4 transactions?

After the reported transactions, Jennifer F. Scanlon directly owned 171,863 shares of UL Solutions Class A common stock. She also had an indirect beneficial interest in 89,285 shares held by a family trust, reflecting combined direct and indirect positions.

What is the significance of the Stock Appreciation Right in the UL Solutions Form 4?

The Stock Appreciation Right allowed conversion into 145,130 shares of Class A common stock at a stated $13.15 per share. This equity award exercise increased Jennifer F. Scanlon’s direct share ownership while triggering a separate tax-withholding share disposition.

How were taxes handled on Jennifer Scanlon’s UL Solutions stock award exercise?

Taxes and exercise costs were addressed via a tax-withholding disposition coded "F". In that transaction, 75,411 shares of Class A common stock were delivered to satisfy the exercise price or tax liability instead of paying cash to the company or tax authorities.

What does the family trust holding mean in the UL Solutions Form 4?

The Form 4 notes 89,285 shares of Class A common stock held indirectly "By Family Trust." This indicates an additional indirect beneficial ownership position for Jennifer F. Scanlon, separate from her directly owned 171,863 shares after the reported transactions.

How does the Employee Stock Purchase Plan affect Jennifer Scanlon’s UL Solutions holdings?

Her direct holdings include shares acquired under the Employee Stock Purchase Plan: 341 shares on May 14, 2025 and 71 shares on November 14, 2025. These ESPP purchases are part of her overall direct Class A share ownership reported in the Form 4.