UL Solutions (NYSE: ULS) director adds dividend-equivalent deferred stock units

Rhea-AI Filing Summary

UL Solutions Inc. director reported routine equity compensation activity involving dividend-equivalent rights linked to deferred restricted stock units. On December 8, 2025, the director acquired derivative securities in the form of deferred restricted stock units that track the company’s Class A common stock at a price of $0 per unit.

One block of dividend-equivalent rights relates to deferred restricted stock units that vested on May 1, 2025 and will be settled in Class A common shares at a time chosen under the company’s Non-Employee Director Deferred Compensation Plan. Another block relates to deferred restricted stock units that will vest on the earlier of May 20, 2026 or the next annual meeting following the grant date, and are also expected to be settled in Class A common shares under the same plan.

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^*

Torstad Elisabeth

(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)
12/08/2025

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 Units	(1)	12/08/2025		A		8(2)		(3)	(3)	Class A Common Stock	8	$0	4,954(4)	D
Deferred Restricted Stock Units	(1)	12/08/2025		A		4(2)		(5)	(5)	Class A Common Stock	4	$0	2,801(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	12/10/2025
	** 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).
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FAQ

What insider transaction did UL Solutions (ULS) report in this Form 4?

The filing reports that a director of UL Solutions Inc. acquired derivative securities in the form of deferred restricted stock units on December 8, 2025, representing dividend-equivalent rights tied to the company’s Class A common stock at a price of $0 per unit.

What are the dividend-equivalent rights disclosed for UL Solutions (ULS)?

Each dividend-equivalent right is described as a contingent right to receive one share of UL Solutions’ Class A common stock. These rights accrue on the director’s deferred restricted stock units and are linked to dividends that would have been paid on the underlying shares.

How and when do the director’s deferred restricted stock units in UL Solutions vest?

One set of deferred restricted stock units vested on May 1, 2025. Another set will vest on the earlier of May 20, 2026 or the date of the annual meeting following the grant date. The dividend-equivalent rights vest proportionately with the related deferred restricted stock units.

How are the UL Solutions (ULS) dividend-equivalent rights expected to be settled?

The filing states that the deferred restricted stock units and related dividend-equivalent rights are expected to be settled in shares of UL Solutions’ Class A common stock, either on a date selected by the reporting person under the Non-Employee Director Deferred Compensation Plan or as otherwise provided by that plan.

What does the Form 4 say about the director’s ownership after these UL Solutions transactions?

The derivative securities tables show updated holdings of deferred restricted stock units and accrued dividend-equivalent rights following the reported transactions, all held in direct ownership by the director.

Is the UL Solutions (ULS) Form 4 transaction related to open-market buying or selling?

No. The reported activity involves accrual of dividend-equivalent rights on existing deferred restricted stock units at a price of $0, rather than open-market purchases or sales of Class A common stock.