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UL Solutions (NYSE: ULS) executive gains new stock, covers taxes with shares

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

Rhea-AI Filing Summary

UL Solutions Inc. officer Lynn H. Hancock reported equity compensation activity rather than open-market trading. Hancock exercised 773 restricted stock units into 773 shares of Class A Common Stock and received new awards of 1,577 restricted stock units plus 5,168 shares, with 2,633 shares withheld to cover tax obligations. Following these transactions, Hancock directly holds 20,594 shares of Class A Common Stock, and the new restricted stock units will vest in three equal installments on the first, second and third anniversaries of April 1, 2025 and April 1, 2026, as applicable.

Positive

  • None.

Negative

  • None.
Insider Hancock Lynn H
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 773 $0.00 --
Grant/Award Restricted Stock Units 1,577 $0.00 --
Exercise Class A Common Stock 773 $0.00 --
Tax Withholding Class A Common Stock 343 $84.57 $29K
Grant/Award Class A Common Stock 5,168 $84.57 $437K
Tax Withholding Class A Common Stock 2,290 $84.57 $194K
Holdings After Transaction: Restricted Stock Units — 1,546 shares (Direct); Class A Common Stock — 18,059 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. 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 773 units Restricted Stock Units converted into 773 Class A Common shares on April 1, 2026
New RSU grant 1,577 units Restricted stock units granted to Lynn H. Hancock on April 1, 2026
Stock grant 5,168 shares Class A Common Stock granted on April 1, 2026 at $84.57 per share
Tax withholding shares 2,633 shares Shares delivered for tax liabilities at $84.57 per share on April 1, 2026
Post-transaction holdings 20,594 shares Direct Class A Common Stock holdings after reported transactions
Award price reference $84.57 per share Price used for Class A Common Stock grants and tax-withholding entries
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.
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"
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
"issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan"
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.
Form 4 Insider Transactions: What Each Field Means →
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*
Hancock Lynn H
(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 Stock04/01/2026M773A(1)18,059D
Class A Common Stock04/01/2026F343D$84.5717,716D
Class A Common Stock04/01/2026A5,168(2)A$84.5722,884D
Class A Common Stock04/01/2026F2,290D$84.5720,594D
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)04/01/2026M773 (3) (3)Class A Common Stock773$01,546(4)D
Restricted Stock Units(1)04/01/2026A1,577 (5) (5)Class A Common Stock1,577$01,577D
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. 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.
3. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
4. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
5. The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
Remarks:
Executive Vice President & Chief Transformation Officer
/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Lynn H. Hancock report at UL Solutions (ULS)?

Lynn H. Hancock exercised 773 restricted stock units into 773 Class A Common shares and received additional grants of 1,577 restricted stock units and 5,168 Class A Common shares. These movements reflect equity compensation and vesting activity, not open-market buying or selling.

How many UL Solutions (ULS) shares does Lynn H. Hancock hold after these transactions?

After the reported transactions, Lynn H. Hancock directly holds 20,594 shares of UL Solutions Class A Common Stock. This figure reflects grants received, the RSU settlement into shares, and shares withheld to satisfy tax obligations associated with the awards.

Were any UL Solutions (ULS) shares sold on the open market in this Form 4?

The filing shows no open-market sales or purchases. Dispositions totaling 2,633 shares were coded as tax-withholding transactions, meaning shares were delivered to satisfy tax liabilities on equity awards rather than sold at the insider’s discretion.

What restricted stock unit grants did Lynn H. Hancock receive from UL Solutions (ULS)?

Hancock received 1,577 new restricted stock units and also holds existing restricted stock units with accrued dividend equivalent rights. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock, subject to vesting conditions over multi-year schedules.

How do the new UL Solutions (ULS) equity awards for Lynn H. Hancock vest?

The filing states that one set of restricted stock units vests in three equal installments on the first, second and third anniversaries of April 1, 2025, and another set vests similarly on the first, second and third anniversaries of April 1, 2026, tying value to continued service.

What is the significance of the tax-withholding transactions in UL Solutions (ULS) Form 4?

Tax-withholding transactions totaling 2,633 shares reflect shares delivered to cover tax liabilities from equity awards at a price of $84.57 per share. These events are mechanical for compensation and do not represent discretionary open-market sales by Lynn H. Hancock.