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[Form 4] UL Solutions Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Ryan D. Robinson, Executive VP & CFO of UL Solutions Inc. (ULS), reported changes in beneficial ownership dated 09/08/2025. The Form 4 discloses acquisition of dividend equivalent rights tied to restricted stock units that accrue one contingent share per dividend equivalent. The filing shows two reported accrual events: one labeled "19" with 9,702 shares beneficially owned following the transaction and another labeled "18" with 9,252 shares beneficially owned following the transaction. The dividend equivalents vest along with the underlying restricted stock units on scheduled anniversaries of May 1, 2024 and April 1, 2025, as described.

Positive
  • Vesting of equity incentives increases the reporting person's ownership, aligning executive interests with shareholders
Negative
  • None.

Insights

TL;DR: Routine vesting-related accruals of dividend equivalents on RSUs increased reported beneficial ownership.

The Form 4 reflects acquisitions of dividend equivalent rights tied to restricted stock units for Ryan D. Robinson dated 09/08/2025. These rights represent contingent claims to one share per dividend equivalent and vest proportionately with the underlying RSUs according to the stated schedules. This type of filing is a common, non-cash compensation-related reporting event and does not indicate open-market purchases or sales.

TL;DR: Disclosure documents executive compensation vesting; materiality appears low and routine.

The disclosure details accrual of dividend equivalent rights on two tranches of restricted stock units, with vesting tied to three equal annual installments from the referenced grant dates. The filing clarifies ownership counts post-accrual and affirms direct ownership form. For investors, this primarily signals standard executive compensation mechanics and alignment rather than a material corporate event.

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*
Robinson Ryan D

(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)
Executive VP & CFO
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
Restricted Stock Units (1) 09/08/2025 A 19(2) (3) (3) Class A Common Stock 19 $0 9,702(4) D
Restricted Stock Units (1) 09/08/2025 A 18(2) (5) (5) Class A Common Stock 18 $0 9,252(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 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.
/s/ Ryan Robinson 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).
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 transactions did Ryan D. Robinson report on the Form 4 for ULS?

The Form 4 reports acquisitions of dividend equivalent rights on restricted stock units dated 09/08/2025 that increase beneficial ownership.

How many shares are shown as beneficially owned after the reported transactions for ULS insider Ryan D. Robinson?

The filing shows 9,702 shares and 9,252 shares beneficially owned following the two reported accrual events.

What do the dividend equivalent rights represent in this Form 4?

Each dividend equivalent right represents a contingent right to receive one share of UL Solutions Inc. Class A Common Stock, accruing on restricted stock units.

When do the restricted stock units and dividend equivalents vest?

The dividend equivalents vest proportionately with the underlying RSUs, which vest in three equal installments on the first, second and third anniversaries of May 1, 2024 and April 1, 2025, as applicable.

What is the reporting person's role at UL Solutions Inc. as listed on the Form 4?

The Form 4 lists Ryan D. Robinson as Executive VP & CFO and as an officer reporting under Section 16.
UL Solutions

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15.79B
61.90M
1.33%
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1.69%
Specialty Business Services
Services-testing Laboratories
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United States
NORTHBROOK