UL Solutions insider Form 4: 15 dividend-equivalent rights added to deferred RSUs

Rhea-AI Filing Summary

Marla C. Gottschalk, a director of UL Solutions Inc. (ULS), reported acquisitions on 09/08/2025 related to dividend equivalent rights on deferred restricted stock units (RSUs). The Form 4 shows accruals of 10 and 5 dividend-equivalent rights, each representing a contingent right to one share of the issuer's Class A Common Stock, recorded as acquisitions at $0. After the transactions the reporting person beneficially owned 4,946 and 2,797 shares attributable to those deferred RSUs respectively, held in direct form.

The filing explains the 10 rights relate to deferred RSUs that vested on May 1, 2025 and are expected to be settled in shares under the Non-Employee Director Deferred Compensation Plan, while the 5 rights vest on the earlier of May 20, 2026 or the next annual meeting and will be settled per the Plan.

Positive

• Transparent disclosure of dividend-equivalent accruals and vesting dates for deferred RSUs
• Clear settlement mechanics under the Non-Employee Director Deferred Compensation Plan are described
• One tranche vested on May 1, 2025, indicating partial vesting already occurred

Negative

• None.

Insights

Financial Analyst

TL;DR: Director accrued dividend-equivalent rights on deferred RSUs, increasing share-based holdings; transactions are administrative and non-cash.

The Form 4 documents non-cash accruals of dividend equivalent rights tied to deferred restricted stock units for a non-employee director. The reported transactions on 09/08/2025 show 10 and 5 dividend-equivalent rights added at a $0 price, with resulting beneficial ownership figures of 4,946 and 2,797 shares respectively. One tranche vested May 1, 2025 and the other vests by May 20, 2026 or at the next annual meeting. These entries reflect compensation plan mechanics rather than open-market trading or cash purchases.

Corporate Governance Expert

TL;DR: Disclosure aligns with director compensation and plan settlement rules; filing clarifies vesting and settlement mechanics.

The filing specifies that dividend equivalent rights accrue and vest alongside deferred RSUs and will be settled under the issuer's Non-Employee Director Deferred Compensation Plan. The Form 4 includes vesting dates and settlement options available to the reporting person, providing transparent disclosure of the nature and timing of these compensation-related holdings.

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^*

GOTTSCHALK MARLA C

(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).
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FAQ

What did Marla C. Gottschalk report on Form 4 for ULS?

The Form 4 reports accruals of 10 and 5 dividend-equivalent rights on deferred RSUs acquired on 09/08/2025, recorded at $0 and held directly.

How many shares does the Form 4 show after the reported transactions for ULS?

The filing shows beneficial ownership amounts of 4,946 and 2,797 shares attributable to the reported deferred RSUs.

When do the reported deferred RSUs vest according to the filing?

One set vested on May 1, 2025; the other vests on the earlier of May 20, 2026 or the date of the annual meeting following the grant date.

Will the dividend equivalent rights be settled in shares for ULS?

Yes. Each dividend equivalent right represents a contingent right to receive one share of the issuer's Class A Common Stock and is expected to be settled in shares under the Plan.

Were these transactions cash purchases or awards?

They are accruals of dividend-equivalent rights on deferred RSUs recorded at a $0 price, indicating non-cash compensation-related accruals.