Form 4: UL Solutions CEO Exercises SARs, Sells Shares for Tax

UL Solutions Inc. President and CEO Jennifer F. Scanlon exercised stock appreciation rights and subsequently sold shares to cover tax obligations.

Summary

• Jennifer F. Scanlon, President and CEO of UL Solutions Inc., exercised 145,130 Stock Appreciation Rights (SARs) on March 1, 2026, at an exercise price of $13.15 per share.
• Following the exercise, 145,130 shares of Class A Common Stock were acquired directly.
• Concurrently, 75,411 shares of Class A Common Stock were disposed of on March 1, 2026, at a price of $83.97 per share, likely to cover tax liabilities associated with the SAR exercise.
• After these transactions, Scanlon directly holds 171,863 shares of Class A Common Stock and indirectly holds 89,285 shares through a Family Trust.
• The direct holdings include 341 shares acquired via the Employee Stock Purchase Plan (ESPP) on May 14, 2025, and 71 shares acquired via ESPP on November 14, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, as the CEO is realizing value from equity compensation, indicating past stock appreciation. The sale is for tax purposes, not a discretionary divestment.

Positives

• The exercise of Stock Appreciation Rights (SARs) indicates a realization of value by the CEO from previously granted equity awards.
• The market price at which shares were disposed for tax purposes ($83.97) is significantly higher than the SAR exercise price ($13.15), indicating substantial appreciation in the company's stock value.

Negatives

• The sale of 75,411 shares, even if for tax purposes, represents a reduction in the CEO's direct ownership of the company's stock.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, such as the exercise of equity awards and subsequent tax-related sales, are common occurrences for executives in publicly traded companies across various industries. These transactions reflect the compensation structure and personal financial planning of executives rather than specific industry trends.

Related Party Transactions

• Indirect ownership of 89,285 shares of Class A Common Stock through a Family Trust is noted, which is a common related-party arrangement for executive holdings.

Stakeholder Impact

• Shareholders may view the CEO's realization of value from equity awards positively, as it reflects the company's stock performance. The tax-related sale is a standard practice and generally not indicative of a lack of confidence.

Key Dates

Recommendation

The filing details a routine insider transaction where the CEO exercised stock appreciation rights and sold shares to cover tax liabilities. This is a standard event for executives and does not indicate a change in the company's fundamental outlook or the CEO's long-term commitment. The significant difference between the exercise price and the sale price for tax purposes suggests healthy stock appreciation. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide new information to warrant a change in investment thesis.

Keywords

UL Solutions, ULS, Jennifer F. Scanlon, Insider Transaction, Form 4, Stock Appreciation Rights, SARs, Equity Compensation, CEO, Stock Sale, Tax Withholding, Employee Stock Purchase Plan