Genovesi John A 4

What Happened

• John A. Genovesi, Executive Vice President & President, Risk & Compliance Software at UL Solutions (ULS), had 1,943 restricted stock units (RSUs convertable to Class A common shares) vest on May 1, 2026. The filing shows 765 shares were surrendered to satisfy tax withholding at $91.60 per share, totaling $70,074. After withholding, Genovesi received a net 1,178 shares (gross value of vested shares ≈ $177,979; net retained value ≈ $107,905).
• This was a vesting/conversion of RSUs with a portion withheld for taxes — a routine disposition to cover tax obligations rather than an open-market sale.

Key Details

• Transaction date: May 1, 2026; Form 4 filed May 5, 2026 (filed within the 2-business-day window — timely).
• Vesting/conversion: 1,943 RSUs converted to shares (reported as derivative exercise/conversion, code M).
• Tax withholding: 765 shares withheld/disposed at $91.60/share for $70,074 (code F).
• Net shares delivered to insider: 1,178 shares (1,943 − 765), net value ≈ $107,905 (based on $91.60 price).
• Footnotes: Each RSU equals one share (F1); RSUs vest in three equal installments on the 1st, 2nd and 3rd anniversaries of May 1, 2024 (F2); units include accrued dividend equivalents (F3).
• Shares owned after the transaction: not specified in the filing.

Context

• These entries reflect RSU vesting and tax-withholding (common practice). The filing shows conversion of derivative awards into shares and a share surrender to cover taxes — not an open-market sale of additional shares.
• For retail investors, RSU vesting is compensation realization by an insider and does not, by itself, indicate a change in their view of the company.