Form 4: UL Solutions Executive Gitte Schjotz Reports Accrual of Restricted Stock Unit Dividend Equivalents

UL Solutions Inc.'s Executive Vice President and Chief Operations and Sustainability Officer, Gitte Schjotz, reported the routine accrual of dividend equivalent rights on her restricted stock units on June 9, 2025.

Summary

• Gitte Schjotz, Executive Vice President and Chief Operations and Sustainability Officer of UL Solutions Inc. (ULS), filed a Form 4 reporting transactions on June 9, 2025.
• The transactions involve the accrual of dividend equivalent rights on her existing Restricted Stock Units (RSUs).
• Specifically, 10 dividend equivalent rights accrued on RSUs granted from May 1, 2024, 9 on RSUs from January 1, 2025, and 9 on RSUs from April 1, 2025.
• These dividend equivalent rights are contingent rights to receive one share of the Issuer's Class A Common Stock and vest proportionately with the underlying RSUs.
• Following these accruals, Ms. Schjotz's beneficial ownership includes 5,488, 5,033, and 4,906 restricted stock units (including accrued dividend equivalent rights) related to the respective grant dates.
• The company noted that dividend equivalent rights, previously reported separately, will now be aggregated with the underlying restricted stock units in future Form 4 filings.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of executive equity compensation, specifically the accrual of dividend equivalent rights on restricted stock units. This is a neutral to slightly positive event as it reflects ongoing executive alignment with shareholder interests through equity ownership, but it does not contain new operational or financial performance data that would significantly alter sentiment.

Positives

• The accrual of dividend equivalent rights indicates ongoing equity participation by a key executive, aligning management's interests with shareholder value.
• The multi-year vesting schedules for the underlying RSUs provide long-term incentives for executive retention and performance.

Future Outlook

The document details the vesting schedules for various tranches of Restricted Stock Units, indicating future equity compensation will vest in three equal installments on the anniversaries of their respective grant dates (May 1, 2024; January 1, 2025; April 1, 2025).

Management Comments

• The filing indicates that dividend equivalent rights have historically been reported as a separate security on Table II, but will now be aggregated with the underlying restricted stock units in this Form 4 and will continue to be reported together with the underlying equity award in the future.

Industry Context

This Form 4 filing is a routine disclosure of executive equity compensation, common across publicly traded companies. The accrual of dividend equivalent rights on restricted stock units is a standard mechanism to align executive incentives with shareholder returns, particularly in companies that pay dividends, and is a typical component of long-term incentive plans.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with dividend equivalent rights and multi-year vesting schedules is a common practice in executive compensation across various industries, including the business services and safety science sectors where UL Solutions operates.
• This compensation structure is generally considered an effective way to retain key talent and align management's long-term interests with those of shareholders, consistent with compensation benchmarks for companies of similar size and market capitalization.

Stakeholder Impact

• Shareholders: The accrual of dividend equivalent rights aligns executive incentives with shareholder returns, particularly if the company pays dividends, and reflects ongoing executive equity ownership.
• Employees: No direct impact on general employees, but it highlights the company's executive compensation structure.

Next Steps

• Continued vesting of Restricted Stock Units and associated dividend equivalent rights on the anniversaries of May 1, 2024, January 1, 2025, and April 1, 2025.
• Future Form 4 filings will aggregate dividend equivalent rights with underlying restricted stock units.

Key Dates

Recommendation

Keywords

UL Solutions Inc., ULS, Form 4, SEC Filing, Insider Transaction, Restricted Stock Units, RSU, Dividend Equivalent Rights, Executive Compensation, Beneficial Ownership, Gitte Schjotz