UL SOLUTIONS INC., DEF 14A filed on 4/2/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name UL Solutions Inc.
Entity Central Index Key 0001901440
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
The following table shows the compensation for our PEO and the average compensation for our NEOs other than the PEO, as reported in the SCT and also the applicable CAP amount for each (as described above). The table also provides information with respect to our cumulative total shareholder return (“TSR”), peer group cumulative TSR, net income and our selected performance measure, adjusted EBITDA.
 
Fiscal Year
  
Summary
Compensation
Table Total
for PEO
(1)
  
Compensation
Actually Paid
to PEO
(2)
  
Average
Summary
Compensation
Table Total
for Non-PEO

NEOs
(3)
  
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(4)
  
Value of Initial Fixed $100 Investment
Based on:
  
GAAP
Net
Income
($mil)
(7)
  
Adjusted
EBITDA
($mil)
(8)
  
Total Shareholder
Return
(5)
  
Peer Group Total
Shareholder
Return
(6)
2025      $ 15,311,194      $ 56,497,011      $ 3,254,061      $ 8,970,421      $ 229.25      $ 126.41      $ 345      $ 792
2024      $ 18,121,504      $ 43,139,547      $ 3,704,112      $ 7,871,393      $ 143.88      $ 108.50      $ 345      $ 656
 
(1)
For the 2025 and 2024 fiscal years, Ms. Scanlon was our PEO.
 
(2)
CAP is calculated from the PEO’s total compensation reported in the SCT, less the grant date fair value of equity awards reported in the SCT (i.e., PSUs and RSUs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date,
 
 
  whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2025
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2025
(v)
  
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2025      $ 15,311,194      ($ 7,375,007 )     $ 11,470,575      $ 35,879,677      $ 1,210,572      $ 48,560,824      $ 56,497,011
 
  (a)
This amount represents the grant date fair value of equity-based awards granted during 2025, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
 
(3)
For the 2025 fiscal year, the amount in this column is based on the total compensation amounts reported in the SCT for each of the following NEOs: Ms. Schjøtz and Messrs. Robinson, Dadakis, Genovesi and Zhou. For the 2024 fiscal year, the amount in this column is based on the total compensation amounts reported in the SCT for each of the following NEOs: Ms. Schjøtz and Messrs. Robinson, Genovesi and Zhou.
 
(4)
Average CAP is calculated by averaging the following amounts for each NEO other than the PEO: total compensation reported in the SCT, less the grant date fair value of equity awards reported in the SCT (i.e., PSUs and RSUs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2025
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2025
(v)
  
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2025      $ 3,254,061      ($ 1,314,990 )     $ 2,042,721      $ 4,846,338      $ 142,291      $ 7,031,350      $ 8,970,421
 
  (a)
This amount represents grant date fair value of equity-based awards granted during 2025, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the NEOs other than the PEO do not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
 
(5)
The amount shown represents the value of an initial fixed $100 investment in shares of our Class A common stock on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends.
 
(6)
Peer group companies include those comprising the S&P 500 Industrials Index. This amount represents the value of an initial fixed $100 investment in the index on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends.
 
(7)
This amount represents GAAP net income (in millions) for the applicable fiscal year.
 
(8)
Adjusted EBITDA, as set forth in this table, is a
non-GAAP
measure. Refer to the reconciliation and definition in the section titled
“Non-GAAP
Financial Measures” within Part II Item 7 of our Annual Report on Form
10-K
for the year ended December 31, 2025. The reconciliation methodology for determining adjusted EBITDA in our Annual Report is distinct from the methodology for determining adjusted EBITDA under the terms of the AEIP, as described in the “2025 AEIP Awards” section of the CD&A.
 
Company Selected Measure Name Adjusted EBITDA  
Named Executive Officers, Footnote For the 2025 fiscal year, the amount in this column is based on the total compensation amounts reported in the SCT for each of the following NEOs: Ms. Schjøtz and Messrs. Robinson, Dadakis, Genovesi and Zhou. For the 2024 fiscal year, the amount in this column is based on the total compensation amounts reported in the SCT for each of the following NEOs: Ms. Schjøtz and Messrs. Robinson, Genovesi and Zhou.  
Peer Group Issuers, Footnote Peer group companies include those comprising the S&P 500 Industrials Index. This amount represents the value of an initial fixed $100 investment in the index on April 12, 2024 (our first trading day on the NYSE), assuming reinvestment of all dividends.  
PEO Total Compensation Amount $ 15,311,194 $ 18,121,504
PEO Actually Paid Compensation Amount $ 56,497,011 43,139,547
Adjustment To PEO Compensation, Footnote
(2)
CAP is calculated from the PEO’s total compensation reported in the SCT, less the grant date fair value of equity awards reported in the SCT (i.e., PSUs and RSUs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date,
 
 
  whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2025
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2025
(v)
  
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2025      $ 15,311,194      ($ 7,375,007 )     $ 11,470,575      $ 35,879,677      $ 1,210,572      $ 48,560,824      $ 56,497,011
 
  (a)
This amount represents the grant date fair value of equity-based awards granted during 2025, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the PEO does not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
 
Non-PEO NEO Average Total Compensation Amount $ 3,254,061 3,704,112
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,970,421 7,871,393
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Average CAP is calculated by averaging the following amounts for each NEO other than the PEO: total compensation reported in the SCT, less the grant date fair value of equity awards reported in the SCT (i.e., PSUs and RSUs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal
year-end,
plus the net change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year, plus the net change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. The following table shows the relationship between SCT compensation and CAP:
 
Year
  
SCT Total
(i)
  
Deductions from
SCT Total
(a)

(ii)
 
Year End Fair
Value of
Equity Awards
Granted in
2025
(iii)
  
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
(iv)
  
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
2025
(v)
  
Total Equity Value
Included in CAP
(b)

(vi) = (iii) + (iv) + (v)
  
CAP
(i) + (ii) + (vi)
2025      $ 3,254,061      ($ 1,314,990 )     $ 2,042,721      $ 4,846,338      $ 142,291      $ 7,031,350      $ 8,970,421
 
  (a)
This amount represents grant date fair value of equity-based awards granted during 2025, the most recently competed fiscal year.
 
  (b)
Equity value is recalculated in accordance with the SEC rules for determining CAP and added back to the total compensation reported in the SCT after applicable deductions. The equity awards were revalued using the expected probability in accordance with FASB ASC 718 values for the PSUs and the Black-Scholes values for the NSOs and SARs. Because the Company reinvests any dividend equivalents on RSUs and PSUs into additional units and dividend equivalents are not payable on NSOs or SARs, no adjustments were made for purposes of calculating CAP. Likewise, the NEOs other than the PEO do not participate in a pension plan, and no adjustments were made with respect to the value of pension benefits for purposes of calculating CAP.
 
Compensation Actually Paid vs. Total Shareholder Return
UL Solutions Pay vs TSR as of December 31, 2025
 
 
LOGO
 
Compensation Actually Paid vs. Net Income
UL Solutions Pay vs GAAP Net Income as of December 31, 2025
 
 
LOGO
 
Compensation Actually Paid vs. Company Selected Measure
 
UL Solutions Pay vs Adjusted EBITDA as of December 31, 2025
 
 
LOGO
 
Total Shareholder Return Vs Peer Group
UL Solutions Pay vs TSR as of December 31, 2025
 
 
LOGO
 
Tabular List, Table
Most Important Financial Performance Measures
In accordance with SEC rules, the most important financial performance measures used to link CAP to our performance during the 2025 fiscal year are:
 
 
Adjusted EBITDA
 
 
Revenue
 
 
Operating Income
In addition to the performance measures listed above, compensation decisions are made each year taking into account a number of other factors. Short-term and long-term incentive payouts are subject to formalized performance and payout curves (as described in the CD&A), but fixed compensation and target incentive pay levels are set based on individual performance, scope of responsibility, and assessment of pay competitiveness within the market.
 
Total Shareholder Return Amount $ 229.25 143.88
Peer Group Total Shareholder Return Amount 126.41 108.5
Net Income (Loss) $ 345,000,000 $ 345,000,000
Company Selected Measure Amount 792,000,000 656,000,000
PEO Name Ms. Scanlon  
Measure:: 1    
Pay vs Performance Disclosure    
Name Adjusted EBITDA  
Non-GAAP Measure Description Adjusted EBITDA, as set forth in this table, is a
non-GAAP
measure. Refer to the reconciliation and definition in the section titled
“Non-GAAP
Financial Measures” within Part II Item 7 of our Annual Report on Form
10-K
for the year ended December 31, 2025. The reconciliation methodology for determining adjusted EBITDA in our Annual Report is distinct from the methodology for determining adjusted EBITDA under the terms of the AEIP, as described in the “2025 AEIP Awards” section of the CD&A.
 
Measure:: 2    
Pay vs Performance Disclosure    
Name Revenue  
Measure:: 3    
Pay vs Performance Disclosure    
Name Operating Income  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (7,375,007)  
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 48,560,824  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 11,470,575  
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 35,879,677  
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,210,572  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (1,314,990)  
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 7,031,350  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 2,042,721  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 4,846,338  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 142,291  
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true