Chapin Linda S 4

What Happened

• Linda S. Chapin, EVP and Chief Human Resources Officer of UL Solutions (ULS), exercised 14,910 stock options on March 1, 2026, by paying an aggregate exercise price of $196,067 (14,910 × $13.15). As part of the transaction, 7,984 shares were withheld/used to satisfy tax withholding at a per-share value of $83.97, totaling $670,416. The filing also records the conversion/disposition of the derivative instrument associated with the 14,910 options (reported at $0, which reflects the options being converted to common shares).

Key Details

• Transaction date: 2026-03-01; Form 4 filed: 2026-03-03.
• Options exercised (Code M): 14,910 shares; exercise price $13.15; cash paid ~$196,067.
• Tax withholding (Code F): 7,984 shares withheld/disposed at $83.97 per share; value ~$670,416.
• Derivative conversion: 14,910 derivative units reported disposed at $0 (reflects conversion/exercise).
• Shares owned after transaction: not disclosed in this filing.
• Footnote (F1): Includes 262 shares acquired under the Issuer's ESPP on May 14, 2025, and 92 shares acquired under the ESPP on Nov 14, 2025.
• No late-filing indicator provided in the report.

Context

• This appears to be a standard option exercise with shares withheld to cover tax obligations (a cashless/Net settlement-style outcome for tax withholding). Such withholding is routine and is not the same as an open-market sale intended to take a profit; it primarily satisfies tax liabilities from the exercise.