Scanlon Jennifer F. 4

What Happened
Jennifer F. Scanlon, President, CEO and a director of UL Solutions (ULS), had multiple transactions reported on Apr 1, 2026. The headline item: she was granted/issued 60,084 shares (reported at $84.57) valued at $5,081,304 as settlement of performance awards. She also acquired additional shares through derivative conversions and RSU settlements (36,455 and 14,265-share items reported). To cover taxes/exercise costs and other settlement obligations, Scanlon surrendered 32,938 shares (6,320 + 26,618) at $84.57 (total value reported $2,785,566). Separately she sold 12,500 shares in open-market trades (4,923 shares at a weighted average $84.98 = $418,341; 7,577 shares at a weighted average $85.84 = $650,405), generating about $1.07M in proceeds. One derivative conversion was reported with no cash proceeds.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (timely; filing made within the SEC’s two-business-day window). Accession: 0000905148-26-001539.
• Major award: 60,084 shares @ $84.57 = $5,081,304 (settlement of performance cash awards; footnote F2).
• Derivative/RSU activity: additional reported conversions/RSU-related acquisitions of 36,455 and 14,265 shares (some entries recorded as “M” for exercise/conversion or “A” for grant). Each RSU represents one share (F1); vesting schedules and dividend equivalents noted in footnotes (F6–F8, F7).
• Taxes/withholding: 6,320 and 26,618 shares were disposed to pay exercise price or tax liabilities at $84.57 (total reported value $2,785,566). These are reported as “F” transactions (tax withholding).
• Open-market sales: 4,923 shares @ weighted avg $84.98 (F4; range $84.44–$85.43) and 7,577 shares @ weighted avg $85.84 (F5; range $85.44–$86.39); both sales were effected under a Rule 10b5‑1 trading plan adopted Dec 9, 2025 (F3).
• Shares owned after the transaction: not specified in the filing.
• Filing notes: several footnotes describe the nature of the awards (performance-based settlement vs. time-based RSUs), vesting schedules, and the 10b5‑1 plan used for the open-market sales.

Context and interpretation

• The primary action for investors is an issuance/settlement of performance awards (a significant acquisition in dollar terms). The related share surrenders appear to be routine tax withholding/exercise payments, and the open-market sales were executed under a pre-established 10b5‑1 plan.
• For derivative activity: the filing shows exercises/conversions and RSU settlements; some shares were immediately withheld or surrendered to satisfy taxes/exercise costs (a common cashless-type settlement).
• These transactions are factual disclosures of compensation settlement and routine liquidity actions; they do not by themselves prove any particular change in the insider’s view of the company’s stock.