PEPPING KAREN K 4

What Happened

• Karen K. Pepping, Senior Vice President & Chief Accounting Officer of UL Solutions (ULS), sold 725 shares in an open-market transaction on June 9, 2026, at $97.74 per share for proceeds of $70,862.
• The Form 4 also reports three small derivative acquisitions on June 8, 2026 (each 1 unit at $0.00) representing accrued dividend-equivalent rights on restricted stock units (RSUs). These are contingent rights tied to RSU vesting, not cash purchases.

Key Details

• Sale: 725 shares on 2026-06-09 at $97.74; total proceeds $70,862. (Transaction code S)
• Acquisitions: three derivative awards on 2026-06-08, each 1 unit at $0.00 (Transaction code A) — dividend-equivalent rights on RSUs.
• Sale was effected pursuant to a Rule 10b5-1 trading plan adopted March 6, 2026 (footnote F1).
• RSU/derivative notes: Each RSU = right to one share (F2). Dividend-equivalent rights accrued on RSUs and vest proportionately with the underlying RSUs (F3–F7). Vesting schedules referenced: RSUs vest in three equal annual installments (different grant dates noted in footnotes).
• Shares owned after transaction: not specified in the summary provided here — see the Form 4 for the reporting person’s post-transaction holdings.
• Filing: Report filed 2026-06-10 for transactions dated June 8–9, 2026 — filed within the normal Form 4 reporting window (timely).

Context

• The sale was made under a pre-established 10b5-1 plan, which typically means trades follow a predetermined schedule and are not an ad hoc market-timing decision. The small acquired derivative amounts are dividend-equivalent accruals tied to RSU grants and vest according to the RSU schedules; they do not represent cash purchases.