PEPPING KAREN K 4

What Happened
Karen K. Pepping, Senior Vice President & Chief Accounting Officer of UL Solutions Inc., had 725 restricted stock units (RSUs convert/derivative) vest/convert into 725 shares on 2026-05-01. To cover tax withholding, 271 of those shares were surrendered at a value of $91.60 each for a total withholding of $24,824. Net shares issued to Pepping were approximately 454 shares (725 vested − 271 withheld). The reporting was filed on 2026-05-05 (timely).

Key Details

• Transaction date: 2026-05-01; Form 4 filed: 2026-05-05 (timely within required business days).
• Conversion/exercise (code M): 725 RSUs converted into 725 shares.
• Tax withholding (code F): 271 shares withheld at $91.60 per share, total $24,824.
• Net shares delivered to insider: ~454 shares.
• Shares owned after transaction: not specified in the excerpt of the filing provided.
• Footnotes:
  • F1: Each RSU equals a contingent right to one Class A common share.
  • F2: RSUs vest in three equal installments on the 1st, 2nd and 3rd anniversaries of May 1, 2024.
  • F3: Includes dividend equivalent rights accrued on the RSUs.

Context
This was a routine RSU vesting event with standard share withholding to satisfy tax obligations (not an open-market purchase or sale). The derivative lines reflect conversion/cancellation of the RSU award upon vesting and the separate line records the withholding payment. Such tax-withholding disposals are common and generally reflect scheduled compensation vesting rather than a directional trading signal.