UL Solutions SEC Filings

UL Solutions Inc. reports that a selling stockholder entered into an underwriting agreement to sell 12,500,000 shares of the company’s Class A common stock. The shares were priced at a public offering price of $78.00 per share, with underwriters granted a 30‑day option to purchase up to an additional 1,875,000 shares at the same price, less underwriting discounts and commissions.

The transaction is a secondary offering, meaning the selling stockholder, not the company, receives the proceeds. The company states that it did not receive any proceeds from the sale. The shares were offered under an effective Form S-3 shelf registration, and UL Solutions filed the underwriting agreement and a Delaware law legal opinion as exhibits to this report.

UL Solutions Inc. is conducting a public secondary offering of 12,500,000 shares of its Class A common stock, all sold by ULSE Inc., also known as UL Standards & Engagement, at a public price of $78.00 per share.

The selling stockholder will receive gross proceeds of $975,000,000 and net proceeds of $948,187,500 after $26,812,500 in underwriting discounts, while UL Solutions will not receive any proceeds but will pay certain offering expenses. Underwriters have a 30-day option to purchase up to 1,875,000 additional shares from the selling stockholder.

After the offering, 201,012,235 Class A and Class B shares will be outstanding, and UL Standards & Engagement is expected to hold 62.5% of the equity and 94.3% of voting power, so UL Solutions will remain an NYSE controlled company with a dual-class structure. The prospectus highlights risks including potential stock price volatility, concentrated control, possible future large share sales and public-company compliance costs, while noting a regular quarterly cash dividend currently set at 13 cents per share, or $26 million per quarter in the first three quarters of 2025.

UL Solutions Inc. filed an amended Form 4 for its EVP & Chief Commercial Officer to correct a prior equity grant report. On 04/01/2025, the officer received 2,826 restricted stock units (RSUs), each representing a contingent right to receive one share of UL Solutions Class A common stock. The company notes that the original filing incorrectly reported the number of RSUs granted, and this amendment reflects the correct amount.

The 2,826 RSUs include accrued dividend equivalent rights that had been previously reported. These RSUs are scheduled to vest in three equal installments on the first, second, and third anniversaries of the grant date, tying the officer’s compensation to the company’s long-term performance and continued service.

T. Rowe Price Investment Management, Inc. filed Amendment No. 2 to Schedule 13G, reporting beneficial ownership of 5,333,467 shares of UL Solutions Inc. Class A common stock, representing 8.5% of the class as of the event date 09/30/2025.

The filer reports sole voting power over 5,314,111 shares and sole dispositive power over 5,333,467 shares, with no shared voting or dispositive power. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

UL Solutions Inc. (ULS): Schedule 13G/A filed by Capital Research Global Investors

Capital Research Global Investors reported beneficial ownership of 3,942,905 shares of UL Solutions Inc. common stock, representing 6.3% of the class. The reporting person has sole voting and dispositive power over these shares. The filing is Amendment No. 1, with the date of event requiring the filing listed as 09/30/2025.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

UL Solutions Inc (ULS): Schedule 13G/A filed by FMR LLC and Abigail P. Johnson. The filing reports beneficial ownership of 2,016,294 Class A shares, representing 3.2% of the class as of 09/30/2025. FMR LLC has sole voting power over 2,008,004 shares and sole dispositive power over 2,016,294 shares, with no shared voting or dispositive power.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing also notes ownership of five percent or less of the class and references Exhibit 99 for the 13d-1(k)(1) agreement.

UL Solutions (ULS) reported solid Q3 results. Revenue rose to $783 million from $731 million, and operating income increased to $156 million from $130 million, lifting operating margin to 19.9%. Diluted EPS was $0.49, up from $0.44. Growth was broad-based, led by Industrial and Consumer services, with contributions from Certification Testing, Ongoing Certification Services, and Non‑certification Testing.

For the first nine months, revenue reached $2,264 million and operating income $404 million. Cash from operations was strong at $456 million, while total debt declined to $547 million from $747 million at year‑end. The effective tax rate increased to 27.4% in Q3, reflecting Pillar Two impacts.

Balance sheet and strategic moves: the company entered a new $1.0 billion five‑year revolving credit facility and drew $291 million to refinance its 2022 facility. It announced a restructuring plan with expected pre‑tax charges of $42–$47 million to streamline operations and exit select lines. The pension plan will freeze accruals effective December 31, 2025, reducing obligations by $12 million. A quarterly dividend of $0.13 per share was paid.

UL Solutions Inc. reported its third-quarter results via press release and announced a restructuring to streamline operations and exit certain non‑strategic lines of business. The company expects total pre‑tax charges of $42–$47 million, including $37–$42 million of cash costs for employee separation tied to approximately 3.5% of its workforce and about $5 million for other cash charges, primarily contract cancellations.

The majority of these costs are expected to be recorded in Q4 2025, mostly within the Consumer and Industrial segments, with the plan anticipated to be substantially completed by the end of Q1 2027. The company notes actual timing and amounts may differ due to operational, legal, and macroeconomic factors.

UL Solutions Inc. entered a new $1.0 billion senior unsecured, five-year multi-currency revolving credit facility, including a $25 million letter-of-credit sub-limit. The facility matures on October 28, 2030 and includes an accordion feature permitting up to an additional $500 million, subject to lender consent and customary conditions.

On signing, the company borrowed $291 million to refinance its 2022 facility; future borrowings may be used for general corporate purposes. Interest is based on currency benchmarks (for USD, Term SOFR or Daily SOFR) plus a margin of 0.875%–1.375%, or a base rate option for USD loans to the company with a margin of 0.000%–0.375%. The facility is prepayable without fees apart from customary breakage costs.

The agreement imposes a quarterly-tested consolidated net leverage cap of 3.5x, rising to 4.0x for four test periods after acquisitions over $100 million, and allows netting up to $250 million of unrestricted cash. Cash dividends are conditioned on covenant compliance. The prior 2022 credit facility was repaid and terminated.