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UL Solutions Inc.

For the period ended May 20, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Apr 2, 2026

ULS$78.65+3.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

UL Solutions Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A Message from our Chair

Dear Fellow Stockholders,

As Chair of the Board, I am pleased to reflect on 2025 as a year of strong performance and continued progress for UL Solutions — one that reinforced both the strength of our business and the enduring relevance of our mission of working for a safer world.

In our second year as a public company, UL Solutions continued to mature — strengthening governance, deepening accountability and investing with discipline for long-term growth. The Board was encouraged by the company’s resilience and focus in a dynamic global environment, and by the continued trust UL Solutions earns from customers, regulators and communities worldwide.

My connection to the UL enterprise spans many years, beginning during my tenure as president and CEO of the National Fire Protection Association. Through close collaboration with Underwriters Laboratories, and later with UL Solutions, UL Research Institutes and UL Standards and Engagement, I saw firsthand how a steadfast commitment to safety science and integrity drives meaningful and lasting impact. That commitment remains as strong today as ever.

In 2025, UL Solutions enhanced its ability to address emerging safety challenges through targeted investments in expertise, infrastructure and capabilities across key growth areas, such as electrification, connected technologies, the built environment and fire safety — an area once and always central to our legacy. These actions reflect a long-term perspective focused on preparedness, relevance and impact.

The UL Mark remains a globally recognized symbol of trust and responsibility, upheld every day by employees whose dedication to scientific excellence, independence and integrity brings our mission to life.

I am proud of the progress UL Solutions made in 2025 and confident in the company’s trajectory. As described in our President and CEO’s letter, the year’s accomplishments reflect the strength of our strategy and leadership team. With a clear purpose, strong governance and a legacy built on trust, I believe UL Solutions is well-positioned to deliver sustainable value — measured not only in results, but also in the impact we make.

Sincerely, James M. Shannon Chair of the Board of Directors

A Message from our CEO

Dear UL Solutions Stockholders,

I’m exceptionally pleased to report that 2025 was an outstanding year for UL Solutions. In our second year as a public company, we delivered record financial performance while navigating a complex global environment. Our results reflected the durability of our business model, the essential nature of our services and the strength of our global team.

We surpassed $3 billion in annual revenue for the first time and maintained our investment-grade balance sheet. At the same time, we continued to invest for long-term growth — opening and expanding laboratories, advancing safety science and standards and deepening capabilities across high-growth sectors such as data centers, energy storage, connected technologies, fire safety and digital services.

UL Solutions is truly more relevant than ever, more than 130 years after our organization was founded during the dawn of electricity.

I often say, “Innovation without safety is failure.” Today’s rapid innovation and evolving megatrends dominating the headlines — including the energy transition, sustainability and connected technologies — make our mission of working for a safer world increasingly critical.

Our work is meaningful, backed by science and in demand from customers who trust us to help them solve problems and bring products to market quickly, safely, sustainably and securely. Indeed, as our more than 80,000 customers continue to innovate, we support them by meeting them where they are, advancing our own capabilities and investing where it matters most: in our people, our laboratories and our technology.

Key accomplishments in 2025 included:

•Revenue of nearly $3.1 billion, up 6.4% year over year.
•Notable global laboratory expansions and investments, including the groundbreaking of our Global Fire Science Center of Excellence in Northbrook, Illinois.
•The launch of AI safety certification services and expanded investments and offerings supporting data centers, battery technologies, software and sustainability.

Now in our third year as a public company, I believe we are exceptionally well-positioned for continued success. With a strong financial foundation, global reach and our unwavering commitment to working for a safer world, we remain focused on delivering long-term value creation for our customers, our people and our stockholders.

I look forward to sharing more at our Annual Meeting of Stockholders on May 20, 2026 at 8:00 a.m. Central Time, which will be held through a virtual web conference at www.virtualshareholdermeeting.com/ULS2026.

Sincerely, Jennifer F. Scanlon President and Chief Executive Officer

This proxy statement is dated April 2, 2026 and is first being made available to stockholders on April 2, 2026.

NOTICE OF

2026 Annual Meeting of Stockholders

333 Pfingsten Road

Northbrook, Illinois 60062

Time and Date: Wednesday, May 20, 2026, at 8:00 a.m. Central Time (the “Annual Meeting”) Online check-in will be available beginning at 7:45 a.m. Central Time. Please allow ample time for the online check-in process.Place: This year’s Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.com/ULS2026. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or any additional voting instructions accompanying these proxy materials.Record Date: March 25, 2026 (the “Record Date”)

Items to be Voted On:

1To elect the 12 nominees to the Board of Directors (the “Board”) named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal One);
2To ratify the retention of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal Two);
3To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement (Proposal Three); and
4To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

How to Vote:

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. VOTING NOW VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.

Our Board has fixed the close of business on March 25, 2026 as the Record Date for determining holders of our Class A common stock and Class B common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

By Order of the Board,

Sincerely, Scott L. D’Angelo Executive Vice President, Chief Legal Officer and Corporate Secretary April 2, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2026

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.