Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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UL Solutions Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
903731107 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 903731107 |
| 1 | Names of Reporting Persons
ULSE Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
123,755,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
61.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The amounts reported in Items 6, 8 and 9 reflect 123,755,000 shares of Class B common stock held directly by ULSE Inc., which are convertible at any time at the option of the holder into Class A common stock on a one-for-one basis. The percent of Class A common stock reported in Item 11 is based on 77,257,235 shares of Class A common stock outstanding as of December 19, 2025, based on information in the Issuer's prospectus supplement on Form 424B7 filed with the Securities and Exchange Commission (the "SEC") on December 5, 2025 and information from the Issuer, plus 123,755,000 shares of Class A common stock issuable upon the conversion of Class B common stock.
SCHEDULE 13G
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| CUSIP No. | 903731107 |
| 1 | Names of Reporting Persons
Underwriters Laboratories Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
123,755,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
61.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The amounts reported in Items 6, 8 and 9 reflect 123,755,000 shares of Class B common stock held directly by ULSE Inc., which are convertible at any time at the option of the holder into Class A common stock on a one-for-one basis. The percent of Class A common stock reported in Item 11 is based on 77,257,235 shares of Class A common stock outstanding as of December 19, 2025, based on information in the Issuer's prospectus supplement on Form 424B7 filed with the Securities and Exchange Commission (the "SEC") on December 5, 2025 and information from the Issuer, plus 123,755,000 shares of Class A common stock issuable upon the conversion of Class B common stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
UL Solutions Inc. | |
| (b) | Address of issuer's principal executive offices:
333 Pfingsten Rd., Northbrook, Illinois, 60062 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the following (each hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons"): (i) ULSE Inc., a Delaware nonprofit nonstock corporation, which directly holds Class B common stock; and (ii) Underwriters Laboratories Inc., a Delaware charitable nonstock corporation, which is the sole member of ULSE Inc. ULSE Inc. is managed by a board of directors consisting of Beth Brooke, Philip S. Khoury, Jeffrey M. Marootian, James M. Shannon, Elisabeth Torstad and Joel R. Wittenberg, none of whom, acting individually, has voting control or investment discretion with respect to the securities owned by ULSE Inc. Underwriters Laboratories Inc. is the sole member of ULSE Inc. and is managed by a board of trustees consisting of James P. Dollive, James J. Hudgens, Kathleen E. Jacobs, Richard P. Owen, Darryll J. Pines, James M. Shannon, Elisabeth Torstad, Ian A. Waitz and George A. Williams, none of whom, acting individually, has voting control or investment discretion with respect to the securities owned by ULSE Inc. The Joint Filing Agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is filed as Exhibit A to the original Schedule 13G filed November 8, 2024. | |
| (b) | Address or principal business office or, if none, residence:
1603 Orrington Ave, Suite 2000, Evanston, Illinois 60201 | |
| (c) | Citizenship:
See Item 4 of each of the cover pages. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
903731107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 of each of the cover pages. | |
| (b) | Percent of class:
See Item 11 of each of the cover pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of each of the cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each of the cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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