Form 4: UL Solutions Senior VP & CAO Reports Accrual of Restricted Stock Unit Dividend Equivalent Rights

Karen K. Pepping, Senior VP & CAO of UL Solutions Inc., reported the accrual of dividend equivalent rights on her existing restricted stock units, aligning her interests with shareholders.

Summary

• Karen K. Pepping, Senior VP & CAO of UL Solutions Inc. (ULS), reported the acquisition of dividend equivalent rights on her restricted stock units on June 9, 2025.
• Two dividend equivalent rights were accrued on a tranche of restricted stock units that vest in three equal installments on the first, second, and third anniversaries of May 1, 2024.
• Following this accrual, Ms. Pepping beneficially owns a total of 1,454 restricted stock units, including all accrued dividend equivalent rights, related to this specific grant.
• An additional two dividend equivalent rights were accrued on another tranche of restricted stock units that will vest in three equal installments on the first, second, and third anniversaries of April 1, 2025.
• For this second grant, Ms. Pepping beneficially owns a total of 1,298 restricted stock units, including all accrued dividend equivalent rights.
• Each dividend equivalent right represents a contingent right to receive one share of UL Solutions' Class A Common Stock.
• The dividend equivalent rights vest proportionately with the underlying restricted stock units to which they relate.
• The reported transactions reflect the aggregation of dividend equivalent rights with their underlying restricted stock units, a change in reporting practice for future filings.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates an increase in insider ownership and alignment of interests, which is generally viewed favorably. However, it's a routine compensation event and not indicative of significant new corporate developments.

Positives

• The accrual of dividend equivalent rights on restricted stock units increases the executive's beneficial ownership, further aligning management's interests with those of shareholders.
• The vesting schedule for these rights encourages long-term commitment and performance from the Senior VP & CAO.

Future Outlook

The dividend equivalent rights will vest proportionately with the underlying restricted stock units, which are scheduled to vest in three equal installments on the anniversaries of May 1, 2024, and April 1, 2025, respectively.

Industry Context

This filing is a routine disclosure of executive compensation in the form of equity awards, common across publicly traded companies. The accrual of dividend equivalent rights is a standard feature of many restricted stock unit plans, designed to provide executives with the economic benefit of dividends on unvested shares.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value creation due to equity ownership.
• Employees: No direct impact on general employees, but reflects standard executive compensation practices.

Next Steps

• Continued vesting of the restricted stock units and associated dividend equivalent rights on their respective anniversary dates.

Key Dates

Keywords

UL Solutions, ULS, Form 4, Insider Transaction, Restricted Stock Units, RSU, Dividend Equivalent Rights, Executive Compensation, Beneficial Ownership, Corporate Governance