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UL Solutions (NYSE: ULS) executive reports small dividend-linked RSU grants

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

Rhea-AI Filing Summary

Genovesi John A reported acquisition or exercise transactions in this Form 4 filing.

UL Solutions Inc. executive John A. Genovesi reported routine equity compensation changes. On March 12, 2026, he received grants of 6 and 7 restricted stock units (RSUs), each representing one share of Class A common stock, tied to dividend-equivalent accruals on existing RSUs.

Footnotes explain these RSUs are dividend-equivalent rights that vest proportionately with earlier RSU awards granted in May 2024 and April 2025, which vest in three equal annual installments on their first, second and third anniversaries. After these awards, Genovesi directly holds 4,061 RSUs, including accumulated dividend equivalents, reflecting standard, non-market, compensation-related activity.

Positive

  • None.

Negative

  • None.
Insider Genovesi John A
Role See Remarks
Type Security Shares Price Value
Grant/Award Restricted Stock Units 6 $0.00 --
Grant/Award Restricted Stock Units 7 $0.00 --
Holdings After Transaction: Restricted Stock Units — 3,893 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. Represents accrual of dividend equivalent rights on restricted stock units held by the Reporting Person. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units vested or will vest in three equal installments on the first, second and third anniversaries of May 1, 2024. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
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*
Genovesi John A

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026
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
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) 03/12/2026 A 6(2) (3) (3) Class A Common Stock 6 $0 3,893(4) D
Restricted Stock Units (1) 03/12/2026 A 7(2) (5) (5) Class A Common Stock 7 $0 4,061(4) 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. Represents accrual of dividend equivalent rights on restricted stock units held by the Reporting Person.
3. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units vested or will vest in three equal installments on the first, second and third anniversaries of May 1, 2024.
4. Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
5. The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and vest proportionately with the restricted stock units to which they relate. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
Remarks:
Executive Vice President & President, Software and Advisory
/s/ Ryan Robinson, Attorney-in-Fact 03/16/2026
** 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.

FAQ

What insider transactions did UL Solutions (ULS) report for John A. Genovesi?

UL Solutions reported that John A. Genovesi received two small RSU grants on March 12, 2026, for 6 and 7 units. These represent dividend-equivalent rights tied to earlier RSU awards, rather than open-market purchases or sales of Class A common stock.

Are the UL Solutions (ULS) Form 4 transactions open-market buys or sells?

The Form 4 transactions are not open-market buys or sells. They are RSU grants classified as “grant, award, or other acquisition,” reflecting dividend-equivalent accruals on existing RSUs, with no cash-market trading in UL Solutions Class A common stock disclosed in this filing.

How many restricted stock units does John A. Genovesi hold after these UL Solutions transactions?

After the March 12, 2026 RSU awards, John A. Genovesi directly holds 4,061 restricted stock units. This total includes both the underlying RSUs and all dividend-equivalent rights that have accrued on those RSUs to date, as explained in the accompanying footnotes.

What do the dividend-equivalent RSUs in UL Solutions (ULS) Form 4 represent?

Each dividend-equivalent RSU represents a contingent right to receive one UL Solutions Class A share. They accrue on existing RSUs and vest on the same schedule, effectively mirroring cash dividends as additional stock-based compensation instead of immediate cash distributions to the reporting person.

When will the UL Solutions (ULS) RSUs reported for John A. Genovesi vest?

The footnotes state that related RSU awards vest in three equal installments. One grant vests on the first, second, and third anniversaries of May 1, 2024, and another on the first, second, and third anniversaries of April 1, 2025, with dividend-equivalent RSUs vesting proportionately.
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