Scanlon Jennifer F. 4
4 · UL Solutions Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
UL Solutions (ULS) CEO Jennifer Scanlon Sells Shares, Receives Award
What Happened
Jennifer F. Scanlon, President and CEO and a director of UL Solutions (ULS), reported two open-market sales on June 1, 2026 and the grant of 200,120 performance share units. She sold 7,505 shares at a weighted-average price of $99.60 (proceeds $747,527) and 4,995 shares at a weighted-average price of $100.59 (proceeds $502,456), for total cash proceeds of $1,249,983. Separately, she was granted 200,120 performance share units (derivative award) with no immediate cash cost.
Key Details
- Transaction dates: June 1, 2026 (sales and award); Form 4 filed June 3, 2026 (appears timely under the two-business-day rule).
- Sales: 7,505 shares @ weighted avg $99.60 (range $99.08–$100.02); 4,995 shares @ weighted avg $100.59 (range $100.09–$100.98). Reporting person will provide per-trade price breakdown on request (see footnotes).
- Proceeds: $747,527 and $502,456 (total ~$1.25M). Sales were effected pursuant to a Rule 10b5-1 trading plan adopted Dec 9, 2025.
- Award: 200,120 performance share units (PSUs). Each PSU is a contingent right to one share. Vesting: 30% on 6/1/2029, 30% on 6/1/2030, 40% on 6/1/2031, subject to continued service and achievement of stock-price or relative TSR metrics measured through 6/1/2031; reported amount assumes target stock-price metric is met.
- Shares owned after transaction: not specified in this filing.
- Other footnotes: a trust and family relationships are referenced (spouse as trustee, children as beneficiaries) in the filing.
Context
- The sales were made under a pre-arranged 10b5-1 plan, which is common for managing planned disposals and generally indicates the trades were pre-scheduled rather than based on immediate company developments.
- The PSUs are contingent awards, not immediate stock ownership; vesting depends on time and performance metrics, so they do not necessarily reflect an immediate buy signal.
- For retail investors: purchases and immediate open-market buys by executives are often viewed as stronger positive signals than routine sales or long-term performance awards.
Insider Transaction Report
Form 4
Scanlon Jennifer F.
DirectorPresident and CEO
Transactions
- Sale
Class A Common Stock
[F1][F2]2026-06-01$99.60/sh−7,505$747,527→ 181,719 total - Sale
Class A Common Stock
[F1][F3]2026-06-01$100.59/sh−4,995$502,456→ 176,724 total - Award
Performance Share Units
[F5][F6]2026-06-01+200,120→ 200,120 total→ Class A Common Stock (200,120 underlying)
Holdings
- 89,285(indirect: By Trust)
Class A Common Stock
[F4]
Footnotes (6)
- [F1]These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2025.
- [F2]This transaction was executed in multiple trades at prices ranging from $99.08 to $100.02, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F3]This transaction was executed in multiple trades at prices ranging from $100.09 to $100.98, inclusive. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F4]The Reporting Person's spouse is the trustee of the trust, and the Reporting Person's children are the beneficiaries of the trust.
- [F5]Each performance share unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- [F6]The performance share units vest 30% on June 1, 2029, 30% on June 1, 2030, and 40% on June 1, 2031, subject to (i) the Reporting Person's continuous service as Chief Executive Officer (or in another employee role approved by the Issuer's board of directors or a committee thereof) through the applicable vesting date and (ii) the achievement of a stock price metric or relative total shareholder return metric during measurement periods ending on June 1, 2031. The two metrics will be measured independently, and the metric that results in the greater performance percentage will apply for purposes of determining the number of performance share units earned. The amount of performance share units reported herein assumes the target stock price metric is met.
Signature
/s/ Ryan Robinson, Attorney-in-Fact|2026-06-03