Institutional Filing: T. Rowe Price Discloses 3.47M ULS Shares (5.6%)

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. filed a Schedule 13G reporting ownership of 3,465,347 shares of UL Solutions Inc. Class A common stock, representing 5.6% of the class. The filer reports sole voting power over 3,450,122 shares and sole dispositive power over 3,465,347 shares.

The statement certifies these shares were acquired and are held in the ordinary course of business and expressly not for the purpose of changing or influencing control of the issuer. No group members or parent/ subsidiary acquisitions are identified in the filing.

Positive

• Material institutional stake: T. Rowe Price reports ownership of 3,465,347 shares, equal to 5.6% of the class.
• Sole voting and dispositive control: The filer reports sole voting power (3,450,122) and sole dispositive power (3,465,347) enabling independent voting and disposition decisions.
• Held in ordinary course: The filing explicitly states the shares are held in the ordinary course of business and not for control purposes.

Negative

• None.

Insights

Financial Analyst

TL;DR: A material institutional passive stake of 5.6% is disclosed; the filing indicates no intent to seek control.

This Schedule 13G shows a significant position by a large investment adviser: 3,465,347 shares representing 5.6% of UL Solutions Class A. The filer reports predominant sole voting and sole dispositive powers, which means T. Rowe Price can vote and sell these shares independently. The certification that the holdings are in the ordinary course and not intended to influence control constrains immediate governance implications, but investors should note the size and active voting capability of the holder.

Corporate Governance Expert

TL;DR: Ownership exceeds the 5% reporting threshold but the 13G filing signals passive intent rather than an activist or control-seeking posture.

The filing identifies no group members and expressly denies any purpose of changing or influencing control, consistent with a passive investor filing under Schedule 13G. With sole voting power reported over most of the position, the holder retains the ability to exercise votes on governance matters, yet the adviser’s stated intent is passive. This distinction matters for interpreting future proxy dynamics and potential engagement expectations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

UL SOLUTIONS INC - CLASS A

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

903731107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 903731107

1

Names of Reporting Persons

T. Rowe Price Investment Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,450,122.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,465,347.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,465,347.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: UL SOLUTIONS INC - CLASS A
(b)	Address of issuer's principal executive offices: 333 PFINGSTEN ROAD, NORTHBROOK, IL, 60062
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 903731107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3465347
(b)	Percent of class: 5.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3450122
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3465347
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2025

FAQ

Who filed the Schedule 13G for UL Solutions (ULS)?

T. Rowe Price Investment Management, Inc. filed the Schedule 13G as the reporting person.

How many UL Solutions shares does T. Rowe Price report owning?

3,465,347 shares of UL Solutions Inc. Class A common stock are reported as beneficially owned.

What percentage of UL Solutions does this stake represent?

5.6% of the Class A common stock is reported as the aggregate amount owned by the filer.

What voting and dispositive powers does the filer report for ULS shares?

The filer reports sole voting power over 3,450,122 shares and sole dispositive power over 3,465,347 shares.

Is this stake reported as intended to influence control of UL Solutions?

No. The filing certifies the shares are held in the ordinary course of business and not acquired to change or influence control of the issuer.