SEC Form 4 · accession 0000905148-26-002804
UL Solutions Inc. · ULS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer F. Scanlon
Officer — President and CEO · Director
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001901440
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jun 1, 2026 | S | 7,505 | $99.6039 | D | 181,719 | D | |
| Class A Common StockF3 | Jun 1, 2026 | S | 4,995 | $100.5917 | D | 176,724 | D | |
| Class A Common StockF4 | holding | — | — | — | 89,285 | I | By Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF5,F6 | — | Jun 1, 2026 | A | 200,120 | A | — | — | Class A Common Stock | 200,120 | 200,120 | D |
Explanation of responses
- F1These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025.
- F2This transaction was executed in multiple trades at prices ranging from $99.08 to $100.02, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3This transaction was executed in multiple trades at prices ranging from $100.09 to $100.98, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The Reporting Person's spouse is the trustee of the trust, and the Reporting Person's children are the beneficiaries of the trust.
- F5Each performance share unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F6The performance share units vest 30% on June 1, 2029, 30% on June 1, 2030, and 40% on June 1, 2031, subject to (i) the Reporting Person's continuous service as Chief Executive Officer (or in another employee role approved by the Issuer's board of directors or a committee thereof) through the applicable vesting date and (ii) the achievement of a stock price metric or relative total shareholder return metric during measurement periods ending on June 1, 2031. The two metrics will be measured independently, and the metric that results in the greater performance percentage will apply for purposes of determining the number of performance share units earned. The amount of performance share units reported herein assumes the target stock price metric is met.