Form 4: UL Solutions Director Sally Susman Accrues Equity Rights

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

Summary

• Sally Susman, a Director at UL Solutions Inc., reported the accrual of dividend equivalent rights on September 8, 2025.
• She acquired 10 dividend equivalent rights related to deferred restricted stock units, bringing her total beneficial ownership of this type to 4,946 units.
• Additionally, she acquired 5 dividend equivalent rights, increasing her beneficial ownership of that specific type to 2,797 units.
• These rights represent a contingent right to receive one share of UL Solutions Inc.'s Class A Common Stock per right.
• The underlying deferred restricted stock units for the first accrual vested on May 1, 2025, and are expected to be settled in shares according to the company's Non-Employee Director Deferred Compensation Plan.
• The underlying deferred restricted stock units for the second accrual will vest on the earlier of May 20, 2026, or the date of the annual meeting following the grant date, with settlement also governed by the Plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine insider transaction indicating ongoing director compensation and alignment of interests, but not a significant market-moving event.

Positives

• Accrual of dividend equivalent rights increases the director's beneficial ownership in the company, aligning interests with shareholders.

Future Outlook

The deferred restricted stock units are expected to be settled in shares of Class A Common Stock on a date selected by the reporting person or as otherwise provided by the Issuer's Non-Employee Director Deferred Compensation Plan.

Industry Context

This filing is a routine disclosure of insider equity compensation, common across all publicly traded companies, and does not provide specific industry-wide insights. It reflects standard practices for compensating non-employee directors with equity.

Comparison to Industry Standards

• The use of deferred restricted stock units and dividend equivalent rights is a common practice for non-employee director compensation in publicly traded companies, similar to compensation structures seen at industry peers like Intertek Group plc or SGS SA.
• The accrual of dividend equivalent rights is a standard feature of such equity awards, ensuring directors benefit from dividends declared on the underlying shares before vesting and settlement, a mechanism widely adopted to align director incentives with long-term shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders through equity ownership.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing details a routine accrual of dividend equivalent rights as part of a director's compensation plan. It does not indicate any significant change in the company's operational or financial performance, nor does it suggest a strategic shift that would warrant a change in investment recommendation. It merely reflects an expected component of director equity awards, reinforcing director alignment with shareholder interests. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide new information to alter an existing investment thesis.

Keywords

UL Solutions Inc., ULS, Sally Susman, Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, Dividend Equivalent Rights, Equity Compensation