Form 4: UL Solutions Director Sally Susman Accrues Additional Deferred Stock Units Through Dividend Equivalents

UL Solutions Inc. Director Sally Susman has reported the accrual of additional dividend equivalent rights on her deferred restricted stock units, increasing her beneficial ownership.

Summary

• UL Solutions Inc. Director Sally Susman reported the acquisition of dividend equivalent rights on her deferred restricted stock units (DRSUs) on June 9, 2025.
• The filing indicates an accrual of 9 dividend equivalent rights related to DRSUs that vested on May 1, 2025, and are expected to be settled in Class A Common Stock.
• Additionally, 5 dividend equivalent rights were accrued on DRSUs that will vest on the earlier of May 20, 2026, or the annual meeting date, also expected to be settled in Class A Common Stock.
• These dividend equivalent rights are the economic equivalent of one share of the Issuer's Class A Common Stock and are aggregated with the underlying DRSUs.
• Following these transactions, Ms. Susman beneficially owns 4,936 deferred restricted stock units (including accrued dividend equivalent rights) and 2,792 deferred restricted stock units (including accrued dividend equivalent rights) in separate tranches.
• The settlement of these units is expected to occur on a date selected by the reporting person pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan or as otherwise provided by the Plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine compensation event for a director, indicating stability in governance and compensation practices, and aligns director interests with shareholders.

Positives

• The accrual of dividend equivalent rights is a routine part of the compensation structure for non-employee directors, indicating adherence to established compensation plans.
• The increase in beneficial ownership, even through non-cash accruals, aligns the director's interests with those of shareholders.

Future Outlook

The deferred restricted stock units, along with their accrued dividend equivalent rights, are expected to be settled in shares of UL Solutions Inc.'s Class A Common Stock either on a date selected by the reporting person or as otherwise provided by the Non-Employee Director Deferred Compensation Plan.

Industry Context

This filing represents a standard disclosure of insider equity compensation, common across publicly traded companies, reflecting the ongoing remuneration of board members through equity-based incentives.

Corporate Governance

Related Party Transactions

• The transaction involves the accrual of equity-based compensation (dividend equivalent rights on deferred restricted stock units) to a director of UL Solutions Inc., which is a standard related-party transaction for executive and director compensation.

Stakeholder Impact

• Shareholders: The transaction represents a routine component of director compensation, which can lead to minor dilution upon settlement but is an expected cost of governance.
• Director (Sally Susman): Increases her beneficial ownership in the company, further aligning her financial interests with the company's performance.

Next Steps

• Settlement of the deferred restricted stock units and accrued dividend equivalent rights into Class A Common Stock, as per the Non-Employee Director Deferred Compensation Plan.

Key Dates

Recommendation

Keywords

UL Solutions, ULS, Form 4, Insider Transaction, Director Compensation, Deferred Restricted Stock Units, Dividend Equivalent Rights, Equity Compensation, Corporate Governance