Scanlon Jennifer F. 4

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.