Form 4: UL Solutions EVP Accrues Dividend Rights on RSUs

UL Solutions Inc.'s EVP & CHRO, Linda S. Chapin, reported the accrual of dividend equivalent rights on her restricted stock units.

Summary

• Linda S. Chapin, Executive Vice President and Chief Human Resources Officer of UL Solutions Inc., reported the accrual of dividend equivalent rights (DERs) on her restricted stock units (RSUs).
• On September 8, 2025, Chapin acquired 5 DERs related to RSUs that began vesting on May 1, 2024, with vesting occurring in three equal installments over three years.
• Also on September 8, 2025, Chapin acquired an additional 5 DERs related to RSUs that will begin vesting on April 1, 2025, also in three equal installments over three years.
• Each dividend equivalent right represents a contingent right to receive one share of UL Solutions' Class A Common Stock.
• Following these transactions, Chapin's beneficial ownership includes 2,911 restricted stock units and accrued dividend equivalent rights from the first set, and 2,747 from the second set.

Sentiment

Score: 7

Explanation: The filing details a routine executive compensation event (accrual of dividend equivalent rights on RSUs), which is a neutral to slightly positive event as it aligns executive interests with shareholders. There are no negative disclosures.

Positives

• EVP & CHRO Linda S. Chapin's continued beneficial ownership of company equity, including restricted stock units and dividend equivalent rights, aligns her interests with those of shareholders.
• The accrual of dividend equivalent rights indicates the ongoing holding of restricted stock units, which vest over time, demonstrating a long-term commitment to the company's performance.

Future Outlook

Restricted stock units related to the first set of dividend equivalent rights will vest in three equal installments on the first, second, and third anniversaries of May 1, 2024. Restricted stock units related to the second set of dividend equivalent rights will vest in three equal installments on the first, second, and third anniversaries of April 1, 2025.

Management Comments

• Each dividend equivalent right represents a contingent right to receive one share of the Issuer's Class A Common Stock.
• Represents accrual of dividend equivalent rights on restricted stock units held by the Reporting Person.

Industry Context

The accrual of dividend equivalent rights on restricted stock units is a standard component of executive compensation packages in publicly traded companies, designed to align management's long-term interests with shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with dividend equivalent rights (DERs) is a common executive compensation practice across various industries, including the testing, inspection, and certification (TIC) sector where UL Solutions operates.
• This structure aligns executive incentives with long-term shareholder value creation, similar to practices at peers like Intertek Group plc or SGS SA, which also utilize equity-based compensation plans.

Related Party Transactions

• Accrual of dividend equivalent rights on restricted stock units for EVP & CHRO Linda S. Chapin, representing a component of her executive compensation package.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with long-term shareholder value through equity ownership.
• Employees: Standard executive compensation practices can set a precedent for broader employee incentive programs.

Next Steps

• Continued vesting of restricted stock units in three equal installments on the first, second, and third anniversaries of May 1, 2024.
• Continued vesting of restricted stock units in three equal installments on the first, second, and third anniversaries of April 1, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine accrual of dividend equivalent rights for a key executive, which is part of a standard compensation package. It does not contain any new information that would fundamentally alter the investment thesis for UL Solutions Inc. While executive equity ownership is generally positive for aligning interests, this specific transaction is not a significant event to warrant a change in investment recommendation.

Keywords

UL Solutions, ULS, SEC Form 4, Insider Transaction, Restricted Stock Units, Dividend Equivalent Rights, Executive Compensation, Linda S. Chapin