Form 4: UL Solutions Senior VP & CAO Reports RSU Accruals

Karen K. Pepping, Senior VP & CAO of UL Solutions Inc., reported the accrual of dividend equivalent rights on restricted stock units.

Summary

• Karen K. Pepping, Senior VP & CAO of UL Solutions Inc., reported the acquisition of dividend equivalent rights (DERs) on restricted stock units (RSUs).
• On September 8, 2025, two separate accruals of 2 DERs each were reported, totaling 4 DERs.
• These DERs represent a contingent right to receive one share of Class A Common Stock per right.
• The DERs vest proportionately with the underlying RSUs to which they relate.
• One set of RSUs vested or will vest in three equal installments on the first, second, and third anniversaries of May 1, 2024.
• The other set of RSUs will vest in three equal installments on the first, second, and third anniversaries of April 1, 2025.
• Following these transactions, beneficial ownership includes 1,456 restricted stock units (including accrued DERs) for the first reported item and 1,300 restricted stock units (including accrued DERs) for the second reported item.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged schedule for the purchase or sale of equity securities.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, reflecting a routine, pre-planned executive compensation event that increases the executive's stake in the company, which is generally seen as alignment of interests. There are no negative surprises or significant new information.

Positives

• The accrual of dividend equivalent rights increases the reporting person's potential future equity holdings in UL Solutions Inc.
• The transactions are part of a pre-arranged Rule 10b5-1(c) plan, indicating a structured and compliant approach to insider transactions.

Risks

• The value of the accrued dividend equivalent rights is contingent on the vesting of the underlying restricted stock units and the future price of UL Solutions Inc. Class A Common Stock.

Future Outlook

The filing indicates future vesting events for restricted stock units on the anniversaries of May 1, 2024, and April 1, 2025, which will impact the reporting person's equity holdings.

Industry Context

This filing is a routine disclosure of executive equity compensation, common across all industries for publicly traded companies, reflecting standard practices for incentivizing and retaining senior management.

Stakeholder Impact

• Shareholders: The accrual of dividend equivalent rights for a Senior VP & CAO aligns management's interests with shareholder value creation, as the executive's equity stake increases.
• Employees: This reflects standard executive compensation practices, which can influence broader compensation strategies within the company.

Next Steps

• The restricted stock units and associated dividend equivalent rights will continue to vest in installments on the anniversaries of May 1, 2024, and April 1, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled accrual of dividend equivalent rights as part of executive compensation. It does not contain any new material information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. It simply reflects an expected increase in an executive's beneficial ownership, which is generally a neutral to slightly positive signal of alignment.

Keywords

UL Solutions Inc., ULS, Form 4, Insider Transaction, Restricted Stock Units, Dividend Equivalent Rights, Executive Compensation, Karen K. Pepping, Equity Compensation