Scanlon Jennifer F. 4

What Happened
Jennifer F. Scanlon, President and CEO of UL Solutions Inc. (ULS), had 21,413 restricted stock units (RSUs) convert into shares on May 1, 2026. To satisfy tax withholding, 9,486 of those shares were surrendered/sold at $91.60 per share for proceeds of $868,918. The RSUs converted at $0 exercise price, leaving Scanlon with a net 11,927 shares from this vesting event (21,413 vested − 9,486 withheld).

Key Details

• Transaction date: May 1, 2026; Form 4 filed May 5, 2026 (timely filed).
• Conversion code: M (exercise/conversion of derivative — here, RSUs converting to shares).
• Withholding code: F (payment of exercise price or tax liability) — 9,486 shares disposed at $91.60 for $868,918.
• Total vested shares: 21,413; net shares retained: 11,927. Approximate market value of the full vesting at $91.60 ≈ $1.96M; net retained value ≈ $1.09M.
• Footnotes: F1—each RSU equals one share; F2—these RSUs vest in three equal annual installments starting May 1, 2024; F3—includes accrued dividend equivalents.
• This was a standard vesting/tax-withholding transaction, not an open-market sale or a separate discretionary sale.

Context
This was a routine RSU vesting and tax-withholding event: RSUs vested and converted to common stock (derivative conversion), with a portion of shares surrendered to cover taxes (cashless withholding). Such withholding transactions are administrative and don’t necessarily signal a buy or sell decision about the company’s prospects. The filing appears timely under Form 4 rules.