UL Solutions CEO exercises RSUs, withholds shares for tax

UL Solutions Inc. President and CEO Jennifer F. Scanlon reported routine equity compensation activity involving Class A Common Stock and restricted stock units.

Rhea-AI Filing Summary

UL Solutions Inc. President and CEO Jennifer F. Scanlon reported routine equity compensation activity involving Class A Common Stock and restricted stock units. On May 1, 2026, she exercised 21,413 restricted stock units, converting them into an equal number of Class A shares.

To cover tax obligations, 9,486 Class A shares were disposed of as a tax-withholding disposition, rather than an open-market sale. After these transactions, Scanlon held 200,201 Class A shares directly and 89,285 Class A shares indirectly through a family trust, along with 21,422 restricted stock units that continue to vest over time.

Insider Trade Summary

21,413 shares exercised/converted

Exercise 4 txns

Insider Scanlon Jennifer F.

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	21,413	$0.00	$0.00
Exercise	Class A Common Stock	21,413	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	9,486	$91.60	$869K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 21,422 contracts (Direct); Class A Common Stock — 200,201 shares (Direct); Class A Common Stock — 89,285 shares (Indirect, By Family Trust)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. F2. The restricted stock units vest in three equal installments on the first, second and third anniversaries of May 1, 2024.
3. F3. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.

Key Figures

RSUs exercised: 21,413 units Shares withheld for tax: 9,486 shares Direct Class A holdings: 200,201 shares +3 more

6 metrics

RSUs exercised 21,413 units Restricted stock units converted to Class A Common Stock on May 1, 2026

Shares withheld for tax 9,486 shares Class A Common Stock used for tax-withholding disposition

Direct Class A holdings 200,201 shares Shares of Class A Common Stock held directly after transactions

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

Remaining RSUs 21,422 units Restricted stock units and related dividend equivalent rights outstanding

Tax withholding price $91.60 per share Price per share for 9,486 Class A shares used to satisfy tax liability

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, dividend equivalent rights, +1 more

5 terms

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.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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.

indirect ownership financial

"Class A Common Stock, ... ownership_type: indirect, nature_of_ownership: By Family Trust"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 05:56 PM Learn about SEC filing dates

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).

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)
05/01/2026

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	05/01/2026		M		21,413	A	(1)	209,687	D
Class A Common Stock	05/01/2026		F		9,486	D	$91.6	200,201	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
Restricted Stock Units	(1)	05/01/2026		M			21,413	(2)	(2)	Class A Common Stock	21,413	$0	21,422(3)	D

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 restricted stock units vest in three equal installments on the first, second and third anniversaries of May 1, 2024.

3. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.

	/s/ Ryan Robinson, Attorney-in-Fact	05/05/2026
	** 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)