Genovesi John A 4

4 · UL Solutions Inc. · Filed Apr 3, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

UL Solutions (ULS) EVP John Genovesi Receives Stock Awards

What Happened

John A. Genovesi, Executive Vice President & President, Software and Advisory, received stock awards and converted/exercised derivatives on April 1, 2026. He was granted 7,107 shares at $84.57 per share (total value ≈ $601,039). In addition, 2,956 restricted stock units were recorded (derivative, no immediate cash value) and 1,352 derivative shares were converted/exercised. To cover tax withholding and/or exercise costs, a total of 3,330 shares were surrendered: 533 shares (sold/withheld, $45,076) and 2,797 shares (sold/withheld, $236,542). One derivative disposition of 1,352 shares shows $0 value (derivative conversion activity).

Key Details

Transaction date: April 1, 2026 (Form 4 filed April 3, 2026 — timely)
Grant: 7,107 shares @ $84.57 each (≈ $601,039)
Withheld/surrendered for taxes/exercise: 533 shares ($45,076) and 2,797 shares ($236,542)
Derivative activity: 1,352 shares converted/exercised (derivative entries)
Additional acquisition: 2,956 restricted stock units recorded (no immediate cash amount)
Shares owned after transaction: not specified in this filing
Notable footnotes:
- F1/F5: Restricted stock units (RSUs) represent contingent rights to one share and include accrued dividend equivalents.
- F3: Some Class A shares were issued upon settlement of pre-IPO performance cash awards.
- F4/F6: RSUs vest in three equal annual installments starting April 1, 2025 (or 2026 for certain RSUs).
- F2: Past ESPP purchases (952 and 34 shares) are noted in holdings.

Context

The disposals coded "F" indicate shares were withheld or surrendered to satisfy tax withholding or exercise-price obligations (common in award settlements — not an open-market sale for investment). Derivative/code "M" entries reflect conversion/exercise activity. These filings are informational and do not state insider motivation.

Form 4

Period: 2026-04-01

See Remarks

Transactions

Exercise/Conversion
Class A Common Stock
[F1][F2]
2026-04-01+1,352→ 25,980 total
Tax Payment
Class A Common Stock
2026-04-01$84.57/sh−533$45,076→ 25,447 total
Award
Class A Common Stock
[F3]
2026-04-01$84.57/sh+7,107$601,039→ 32,554 total
Tax Payment
Class A Common Stock
2026-04-01$84.57/sh−2,797$236,542→ 29,757 total
Exercise/Conversion
Restricted Stock Units
[F1][F4][F5]
2026-04-01−1,352→ 2,709 total
→ Class A Common Stock (1,352 underlying)
Award
Restricted Stock Units
[F1][F6]
2026-04-01+2,956→ 2,956 total
→ Class A Common Stock (2,956 underlying)

Footnotes (6)

[F1]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
[F2]Includes 952 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025, and 34 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2025.
[F3]The Class A Common Stock was issued to the Reporting Person upon settlement of performance cash awards granted under the Issuer's Pre-IPO Long Term Incentive Plan as a result of the achievement of certain performance criteria not related to the passage of time or stock price.
[F4]The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
[F5]Includes restricted stock units and all dividend equivalent rights that have accrued on such restricted stock units to date.
[F6]The restricted stock units vest in three equal installments on the first, second and third anniversaries of April 1, 2026.

Signature

/s/ Ryan Robinson, Attorney-in-Fact|2026-04-03

1 file