UL Solutions Inc. 8-K

What Happened

• UL Solutions Inc. announced on June 3, 2026 (grant date June 1, 2026) that its Board approved a special, one‑time performance share unit (PSU) award to President & CEO Jennifer F. Scanlon. The award has a target of 200,120 PSUs, determined by dividing $20 million by the Company’s closing stock price on the grant date, and was granted under the UL Solutions Inc. 2024 Long‑Term Incentive Plan.
• The PSUs are subject to both continued service and performance vesting. Service vesting occurs 30% / 30% / 40% on the 3rd, 4th and 5th anniversaries of the grant date (if Ms. Scanlon remains CEO or in a Board‑approved role). Performance is tested over multi‑year windows tied to either (a) a stock price metric (Dec 1, 2028–Jun 1, 2031) or (b) a relative total shareholder return (TSR) metric (Grant Date–Jun 1, 2031).

Key Details

• Grant date and value: June 1, 2026; target award equals $20,000,000 (200,120 PSUs).
• Stock price metric: payout eligible at a 60‑day high average ≥ $135.81 (50%–100% payout; 100% at $181.08; baseline 60‑day pre‑grant average = $90.54).
• Relative TSR metric: if UL’s TSR ≥ 55th percentile of S&P 500 peers through June 1, 2031, up to 60% of PSUs are eligible (inclusive of any PSUs earned under the stock price metric).
• Termination/change‑in‑control: vested PSUs forfeited for cause (with clawback); pro‑rata vesting on death/disability; full vesting on a non‑assumed change in control if employed through the date; conversion to RSUs and continued vesting if assumed.

Why It Matters

• This is a material, one‑time, long‑term incentive (structured as 100% performance‑based) meant to retain the CEO and align her pay with multi‑year stock performance and shareholder value creation. For investors, the award increases executive compensation expense over the multi‑year performance/vesting period and may result in future share issuance when PSUs settle (or conversion to RSUs on assumption). The award’s long horizon and explicit stock/TSR targets tie CEO reward to sustained share price appreciation relative to a baseline and peers.