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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026

OR

 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  ________ to _________

Commission file number 001-42012

UL Solutions Inc.
(Exact name of registrant as specified in its charter)
Delaware
27-0913800
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
333 Pfingsten Road
Northbrook, Illinois
60062
(Address of Principal Executive Offices)
(Zip Code)
(847) 272-8800
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share ULS New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x    No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer  
o
Smaller reporting company
o
Emerging growth company
o
                
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  o    No  x

The registrant had outstanding 78,143,173 shares of Class A common stock, par value $0.001 per share, and 123,755,000 shares of Class B common stock, par value $0.001 per share, as of July 24, 2026.

UL Solutions Inc.
Table of Contents
Page


PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations
UL Solutions Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions, except per share data) 2026 2025 2026 2025
Revenue $ 816  $ 776  $ 1,574  $ 1,481 
Cost of revenue 399  394  776  759 
Selling, general and administrative expenses 267  244  510  476 
Restructuring —  (1) —  (2)
Operating income 150  139  288  248 
Interest expense (5) (10) (13) (22)
Gain on divestiture 191  —  191  — 
Other income (expense), net 2  (4) 2  (7)
Income before income taxes 338  125  468  219 
Income tax expense 84  28  116  51 
Net income 254  97  352  168 
Less: net income attributable to non-controlling interests 8  6  13  10 
Net income attributable to stockholders of UL Solutions $ 246  $ 91  $ 339  $ 158 
Earnings per common share:
Basic $ 1.22  $ 0.45  $ 1.69  $ 0.79 
Diluted $ 1.21  $ 0.45  $ 1.66  $ 0.78 
Weighted average common shares outstanding:
Basic 202  201  201  201 
Diluted 204  203  204  203 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
2


UL Solutions Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
Condensed Consolidated Statements of Comprehensive Income
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Net income $ 254  $ 97  $ 352  $ 168 
Other comprehensive income, net of tax:
Pension and postretirement benefit plans, net of tax 14  (1) 19  (1)
Foreign currency translation (loss) gain (1) 36  (13) 53 
Total other comprehensive income 13  35  6  52 
Comprehensive income 267  132  358  220 
Less: comprehensive income attributable to non-controlling interests 8  6  13  10 
Comprehensive income attributable to stockholders of UL Solutions $ 259  $ 126  $ 345  $ 210 
    
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
3


UL Solutions Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
Condensed Consolidated Balance Sheets
(in millions, except share and per share data) June 30, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 434  $ 295 
Accounts receivable, net of allowance of $13 and $12
 471  422 
Contract assets, net of allowance of $2 and $2
 239  204 
Other current assets 90  79 
Total current assets 1,234  1,000 
Property, plant and equipment, net of accumulated depreciation of $908 and $879
 766  699 
Goodwill 642  656 
Intangible assets, net of accumulated amortization of $257 and $256
 41  48 
Operating lease right-of-use assets 166  179 
Deferred income taxes 46  94 
Capitalized software, net of accumulated amortization of $461 and $475
 90  105 
Other assets 134  140 
Total Assets $ 3,119  $ 2,921 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 179  $ 183 
Accrued compensation and benefits 196  282 
Operating lease liabilities - current 39  43 
Contract liabilities 347  173 
Other current liabilities 105  79 
Total current liabilities 866  760 
Long-term debt 301  491 
Pension and postretirement benefit plans 103  134 
Operating lease liabilities 136  149 
Other liabilities 93  93 
Total Liabilities 1,499  1,627 
Commitments and contingencies (Note 17)
Stockholders’ equity:
Class A common stock, $0.001 per share, 78,139,909 and 77,270,964 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
 —  — 
Class B common stock, $0.001 per share, 123,755,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
 —  — 
Additional paid-in capital 934  887 
Retained earnings 750  470 
Accumulated other comprehensive loss (89) (95)
Total stockholders’ equity before non-controlling interests 1,595  1,262 
Non-controlling interests 25  32 
Total Stockholders’ Equity 1,620  1,294 
Total Liabilities and Stockholders’ Equity $ 3,119  $ 2,921 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
4


UL Solutions Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
Condensed Consolidated Statements of Stockholders’ Equity
(in millions, except per share data) Common Stock Additional Paid-in Capital Retained
Earnings		 Accumulated Other
Comprehensive Loss		 Non-controlling
Interests		 Total
Balance at March 31, 2026 $ —  $ 888  $ 533  $ (102) $ 17  $ 1,336 
Net income —  —  246  —  8  254 
Other comprehensive income, net of tax —  —  —  13  —  13 
Stock-based compensation —  46  —  —  —  46 
Dividend to stockholders of
UL Solutions ($0.145 per share)
 —  —  (29) —  —  (29)
Balance at June 30, 2026 $ —  $ 934  $ 750  $ (89) $ 25  $ 1,620 
Balance at December 31, 2025 $ —  $ 887  $ 470  $ (95) $ 32  $ 1,294 
Net income —  —  339  —  13  352 
Other comprehensive income, net of tax —  —  —  6  —  6 
Stock-based compensation —  47  —  —  —  47 
Dividends to stockholders of
UL Solutions ($0.29 per share)
 —  —  (59) —  —  (59)
Dividend to non-controlling interest —  —  —  —  (20) (20)
Balance at June 30, 2026 $ —  $ 934  $ 750  $ (89) $ 25  $ 1,620 
Balance at March 31, 2025 $ —  $ 829  $ 291  $ (150) $ 14  $ 984 
Net income —  —  91  —  6  97 
Other comprehensive income, net of tax —  —  —  35  —  35 
Stock-based compensation —  23  —  —  —  23 
Dividend to stockholders of
UL Solutions ($0.13 per share)
 —  —  (26) —  —  (26)
Balance at June 30, 2025 $ —  $ 852  $ 356  $ (115) $ 20  $ 1,113 
Balance at December 31, 2024 $ —  $ 821  $ 250  $ (167) $ 27  $ 931 
Net income —  —  158  —  10  168 
Other comprehensive income, net of tax —  —  —  52  —  52 
Stock-based compensation —  31  —  —  —  31 
Dividends to stockholders of
UL Solutions ($0.26 per share)
 —  —  (52) —  —  (52)
Dividend to non-controlling interest —  —  —  —  (17) (17)
Balance at June 30, 2025 $ —  $ 852  $ 356  $ (115) $ 20  $ 1,113 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
5


UL Solutions Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
(in millions) 2026 2025
Operating activities
Net income $ 352  $ 168 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization 93  91 
Gain on divestiture (191) — 
Stock-based compensation 35  21 
Losses on foreign exchange transactions 3  5 
Deferred income taxes 41  1 
Other, net 6  11 
Changes in assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable (63) (26)
Contract and other assets (59) (48)
Accounts payable 1  (27)
Accrued expenses (10) (38)
Pension and postretirement benefit plans (5) (5)
Contract and other liabilities 176  148 
Net cash flows provided by operating activities 379  301 
Investing activities
Capital expenditures (138) (93)
Proceeds from divestiture 199  — 
Purchases of investments —  (14)
Sales of investments 8  1 
Other investing activities, net 1  (1)
Net cash flows provided by (used in) investing activities 70  (107)
Financing activities
Proceeds from long-term debt 187  150 
Repayments of long-term debt (378) (285)
Dividends to stockholders of UL Solutions (58) (52)
Dividends to non-controlling interest (20) (17)
Employee taxes paid on settlement of stock-based compensation (32) (13)
Other financing activities, net (7) (4)
Net cash flows used in financing activities (308) (221)
Effect of exchange rate changes on cash and cash equivalents (2) 1 
Net increase (decrease) in cash and cash equivalents 139  (26)
Cash and cash equivalents
Beginning of period 295  298 
End of period $ 434  $ 272 
Supplemental disclosures of cash flow information
Cash paid during the period for interest $ 13  $ 22 
Cash paid during the period for income taxes 45  40 
Noncash investing and financing activities
Capital expenditures funded by liabilities $ 46  $ 23 
Conversion of stock-based compensation awards to equity 47  25 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
6


UL Solutions Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Notes to the Condensed Consolidated Financial Statements
1. Significant Accounting Policies
Description of Business
UL Solutions Inc. (together with its consolidated subsidiaries, “UL Solutions” and the “Company,” unless the context otherwise requires) is a global safety science leader that provides independent third-party testing, inspection and certification services, advisory offerings and software solutions. Underwriters Laboratories Inc. (“UL Research Institutes”) is the sole member of ULSE Inc. (“UL Standards & Engagement”), which controls the majority of the voting power of the Company’s common stock.
Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The changes primarily related to the Company’s Advisory business, which was previously included within the Software and Advisory segment and is now included within the Industrial segment. As a result of the reorganization, the Software and Advisory segment was renamed “Risk & Compliance Software” and costs related to the Company’s corporate functions were reallocated across its segments. The prior period amounts within Note 8, “Goodwill” and Note 19, “Segment Information”, have been recast to reflect the Company’s segment reorganization. This reorganization had no impact on the Company’s consolidated financial position, results of operations or cash flows.
Basis of Presentation
The condensed consolidated financial statements are unaudited and have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair statement of the Company’s results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. The Company has reclassified certain amounts in prior period financial statements to conform to the current period’s presentation.
Recently Issued Accounting Standards – Not Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on either a prospective or retrospective basis, with early adoption permitted. The Company expects to adopt the new annual disclosures as required for the year ending December 31, 2027 and the interim disclosures as required beginning with the first quarter of 2028. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to “development stages” and clarifying the threshold to begin capitalizing costs. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, on either a prospective, modified transition or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.
In November 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments are intended to improve GAAP by establishing authoritative guidance on the accounting for government grants received by business entities. The amendments in ASU 2025-10 are effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods, on either a modified prospective, modified retrospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

7
2. Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions, except per share data) 2026 2025 2026 2025
Net income attributable to stockholders of UL Solutions $ 246  $ 91  $ 339  $ 158 
Basic weighted average common shares outstanding 202  201  201  201 
Effect of dilutive securities 2  2  3  2 
Diluted weighted average common shares outstanding 204  203  204  203 
Basic earnings per share attributable to stockholders of UL Solutions $ 1.22  $ 0.45  $ 1.69  $ 0.79 
Diluted earnings per share attributable to stockholders of UL Solutions $ 1.21  $ 0.45  $ 1.66  $ 0.78 
3. Revenue
The table below summarizes the major service categories from which the Company derives its revenues:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Certification Testing $ 237  $ 215  $ 448  $ 404 
Ongoing Certification Services 270  250  535  495 
Non-certification Testing and Other Services 248  241  457  444 
Software 61  70  134  138 
Total $ 816  $ 776  $ 1,574  $ 1,481 
Contract Balances
The revenue recognized during the three and six months ended June 30, 2026, that was included in contract liabilities at December 31, 2025, amounted to $45 million and $88 million, respectively. The revenue recognized during the three and six months ended June 30, 2025, that was included in contract liabilities at December 31, 2024, amounted to $51 million and $87 million, respectively.
Remaining Performance Obligations
At June 30, 2026, the Company estimates that $130 million in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize approximately 68% of its unsatisfied (or partially unsatisfied) performance obligations as revenue in the subsequent 12 months, with the remaining balance to be recognized thereafter.
Remaining consideration from contracts with customers is included in the amount presented above and includes contracts with multiple performance obligations and multi-year agreements, which are typically recognized as the performance obligation is satisfied.
4. Acquisitions and Divestitures
Acquisitions
In April 2026, Underwriters Laboratories Holdings B.V. (“ULH”), a wholly owned subsidiary of the Company, and the Company as guarantor, entered into a sale and purchase agreement for the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company, and certain of its subsidiaries and related companies. The transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage). The purchase price will be comprised of an enterprise value of €575 million, subject to certain customary

8
adjustments, and additional consideration of €41 thousand per day from September 1, 2025, through the closing date of the transaction. The sale and purchase agreement provides that, in the event of termination as a result of ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or certain conditions not being satisfied by October 13, 2027, ULH will pay a break fee of €34.5 million. The break fee is not payable to the extent termination of the sale and purchase agreement results from certain specified breaches by the seller. The Company expects to fund the transaction with cash on hand, including proceeds from its portfolio management activities, and available capacity under its revolving credit facility. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.
Divestitures
On April 1, 2026, the Company completed the sale of its Employee Health and Safety software business in the Company’s Risk & Compliance Software segment to an affiliate of Peak Rock Capital, a private investment firm. The preliminary purchase price was $202 million in cash consideration, subject to customary post-closing adjustments. The divestiture does not qualify as discontinued operations and therefore, its results are included within continuing operations for all periods presented. The divestiture resulted in a pre-tax gain on sale of $191 million.
5. Other Income (Expense), net
The components of other income (expense), net are as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Foreign exchange losses $ (3) $ (2) $ (4) $ (5)
Interest income 2  1  3  2 
Non-operating pension and postretirement benefit expense —  (1) (1) (2)
Other 3  (2) 4  (2)
Total $ 2  $ (4) $ 2  $ (7)

6. Fair Value of Financial Instruments
The carrying amount and fair value of the Company’s debt was as follows:
June 30, 2026 December 31, 2025
(in millions) Carrying Amount Fair Value Carrying Amount Fair Value
Revolving credit facility $ —  $ —  $ 191  $ 191 
Senior notes 300  311  300  317 
Other 3  3  3  3 
Total $ 303  $ 314  $ 494  $ 511 
The fair value of the Company’s revolving credit facility reflects current market conditions and is primarily determined using broker quotes, which are Level 2 inputs in the fair value hierarchy. The fair value of the Company’s senior notes is estimated based on prevailing interest rates and trading activity, which are Level 2 inputs in the fair value hierarchy.
7. Investments in Equity Securities
The Company holds investments in equity securities of various companies, certain of which comprise less than 10% of the applicable company’s outstanding equity securities and are included within other assets in the Company’s Condensed Consolidated Balance Sheets. The Company accounts for these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The carrying amount of these investments was $33 million as of June 30, 2026 and December 31, 2025.
In April 2026, the Company entered into a definitive agreement with an affiliate of Montagu, a private equity firm, and certain other parties to sell its approximately 28% shareholding of DQS Holding GmbH (“DQS”), a global management

9
system assessment company headquartered in Germany. The Company expects to receive approximately €105 million in cash consideration, subject to customary post-closing adjustments, a portion of which will be held in escrow to cover certain indemnification obligations under the share purchase and transfer agreement. The Company accounts for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements. The sale is expected to be completed in the second half of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The carrying amount of the Company’s investment in DQS was $22 million as of June 30, 2026 and December 31, 2025, respectively, and is included within other assets in the Company’s Condensed Consolidated Balance Sheets.
The Company owns 70% of the issued and outstanding equity interests of UL-CCIC Company Limited (“UL-CCIC”), an entity formed under the laws of the People’s Republic of China. The Company determined that it is the primary beneficiary of UL-CCIC and assets of $200 million and $219 million and liabilities of $96 million and $94 million, inclusive of intercompany eliminations, were included in the Company’s Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025, respectively.
8. Goodwill
Changes in the carrying amount of goodwill for the six months ended June 30, 2026 were as follows:
(in millions) Industrial Consumer Risk & Compliance Software Total
Balance at December 31, 2025(a)(b)
$ 377  $ 234  $ 45  $ 656 
Divestiture —  —  (8) (8)
Effect of changes in foreign exchange rates (3) (2) (1) (6)
Balance at June 30, 2026(a)
$ 374  $ 232  $ 36  $ 642 
__________
(a)Net of accumulated impairment losses of $63 million as of June 30, 2026 and $137 million as of December 31, 2025.
(b)Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The amounts presented for the year ended December 31, 2025 have been recast to reflect the Company’s segment reorganization. Refer to Note 1, “Significant Accounting Policies” for further information.
9. Intangible Assets
The following table summarizes intangible assets:
June 30, 2026 December 31, 2025
(in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Customer relationships $ 264  $ (229) $ 35  $ 268  $ (226) $ 42 
Intellectual property and patents 17  (15) 2  16  (14) 2 
Trademarks 17  (13) 4  20  (16) 4 
Total $ 298  $ (257) $ 41  $ 304  $ (256) $ 48 
Intangible asset amortization was $4 million and $8 million for the three and six months ended June 30, 2026, respectively, compared to $3 million and $6 million for the three and six months ended June 30, 2025, respectively.

10
10. Other Current Liabilities
The components of other current liabilities are as follows:
(in millions) June 30, 2026 December 31, 2025
Accrued income taxes $ 75  $ 34 
Accrued restructuring 12  25 
Other 18  20 
Total $ 105  $ 79 
11. Pension
The components of net periodic benefit cost for the Company’s U.S. defined benefit pension plan were as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Service cost $ —  $ 1  $ —  $ 1 
Interest cost 3  4  7  8 
Expected return on plan assets (3) (3) (7) (6)
Amortization of net actuarial loss —  —  —  1 
Settlement losses —  —  1  — 
Net periodic benefit cost $ —  $ 2  $ 1  $ 4 
For the three and six months ended June 30, 2026, expenses related to various defined contribution plans were $11 million and $23 million, respectively. For the three and six months ended June 30, 2025, expenses related to various defined contribution plans were $14 million and $29 million, respectively.
12. Income Taxes
The effective tax rate for the three and six months ended June 30, 2026 was 24.9% and 24.8%, respectively, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.
The effective tax rate for the three and six months ended June 30, 2025 was 22.4% and 23.3%, respectively, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers, partially offset by excess tax benefits associated with stock-based compensation deductions.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) released administrative guidance on Pillar Two (a framework of rules which impose a 15% corporate minimum tax and were enacted by several countries in which the Company operates prior to 2026). The administrative guidance mainly introduces a “side‑by‑side” arrangement that provides safe-harbors against certain aspects of the Pillar Two rules for multinational companies headquartered in countries having an eligible minimum tax system – most notably that of the U.S. Following formal global adoption by OECD member countries, the administrative guidance is effective for fiscal years beginning on or after January 1, 2026, and the Company does not currently expect it to have a material impact on its consolidated financial statements. The Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.

11
13. Long-Term Debt
The Company’s outstanding debt consisted of the following:
(in millions) Currency Maturity Date June 30, 2026 December 31, 2025
Revolving credit facility USD October 2030 $ —  $ 191 
Senior notes USD October 2028 300  300 
Other USD August 2033 3  3 
Total debt 303  494 
Less: unamortized debt issuance costs (2) (3)
Long-term debt $ 301  $ 491 
2025 Credit Facility
In October 2025, the Company entered into a credit agreement, by and among UL Solutions Inc. and certain of its non-U.S. subsidiaries as co-borrowers (collectively, the “Borrowers”), Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (collectively, and as amended, the “2025 Credit Facility”). The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company. As of June 30, 2026, the Company had no outstanding balances and was in compliance with all covenants under the 2025 Credit Facility. The interest rate on the revolving credit facility was 4.78% as of December 31, 2025.
Senior Notes
The Company has outstanding $300 million in aggregate principal amount of 6.500% senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.
14. Accumulated Other Comprehensive Loss
The following tables summarize the changes in accumulated other comprehensive loss.
Three Months Ended June 30, 2026
(in millions) Foreign Currency Translation Pension and Postretirement Plans Total
Balance at March 31, 2026, net of tax $ (54) $ (48) $ (102)
Amounts before reclassifications (1) 20  19 
Amounts reclassified out —  (1) (1)
Total other comprehensive (loss) income, before tax (1) 19  18 
Tax effect —  (5) (5)
Total other comprehensive (loss) income, net of tax (1) 14  13 
Balance at June 30, 2026, net of tax $ (55) $ (34) $ (89)
Three Months Ended June 30, 2025
(in millions) Foreign Currency Translation Pension and Postretirement Plans Total
Balance at March 31, 2025, net of tax $ (71) $ (79) $ (150)
Amounts before reclassifications 36  —  36 
Amounts reclassified out —  (1) (1)
Total other comprehensive income (loss), net of tax 36  (1) 35 
Balance at June 30, 2025, net of tax $ (35) $ (80) $ (115)

12
Six Months Ended June 30, 2026
(in millions) Foreign Currency Translation Pension and Postretirement Plans Total
Balance at December 31, 2025, net of tax $ (42) $ (53) $ (95)
Amounts before reclassifications (13) 25  12 
Total other comprehensive (loss) income, before tax (13) 25  12 
Tax effect —  (6) (6)
Total other comprehensive (loss) income, net of tax (13) 19  6 
Balance at June 30, 2026, net of tax $ (55) $ (34) $ (89)
Six Months Ended June 30, 2025
(in millions) Foreign Currency Translation Pension and Postretirement Plans Total
Balance at December 31, 2024, net of tax $ (88) $ (79) $ (167)
Amounts before reclassifications 53  —  53 
Amounts reclassified out —  (1) (1)
Total other comprehensive income (loss), net of tax 53  (1) 52 
Balance at June 30, 2025, net of tax $ (35) $ (80) $ (115)
15. Stock-based Compensation
Stock-based compensation expense was as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Cost of revenue $ 2  $ 2  $ 3  $ 3 
Selling, general and administrative expenses 23  12  34  20 
Stock-based compensation expense 25  14  37  23 
Income tax benefit (7) (3) (9) (4)
Stock-based compensation expense, net $ 18  $ 11  $ 28  $ 19 
Stock-based compensation expense by type of award
Restricted stock units $ 10  $ 7  $ 15  $ 10 
Performance share units 11  3  15  6 
Stock options 1  1  2  2 
Stock-settled stock appreciation rights —  1  —  1 
Employee stock purchase plan 1  1  3  2 
Cash-settled awards
 2  1  2  2 
Stock-based compensation expense $ 25  $ 14  $ 37  $ 23 
CEO Special Performance Award
On June 1, 2026, the Company granted a target number of 200,120 performance share units (the “CEO Special Performance Award”) to Jennifer Scanlon, President and Chief Executive Officer. The CEO Special Performance Award is subject to both continued service and market-based vesting conditions. The market-based vesting conditions are based on two alternative metrics: (i) stock price appreciation and (ii) total shareholder return relative to the S&P 500 index. The number of Class A common shares issued may range from 0% to a maximum potential value of 100% of the award’s target value, based on satisfaction of the applicable vesting conditions. The total grant date fair value of approximately $14 million ($69.51 per share) was determined using a Monte Carlo simulation and will be recognized over the five-year term of the award.

13
Compensation expense recognized for the CEO Special Performance Award in the three months ended June 30, 2026 was immaterial.
16. Restructuring
On November 4, 2025, the Company announced an expense reduction initiative to further improve the operating model and exit certain lines of business that are no longer considered strategically important to the Company (the “Restructuring Plan”). Inclusive of the charges recorded through the second quarter of 2026, the Company expects to incur pre-tax charges associated with the Restructuring Plan of approximately $40 million in the aggregate, consisting of approximately $32 million in cash charges relating to employee separation expenses and approximately $8 million in other cash charges, primarily relating to facility exits.
The Company has incurred total costs of $31 million related to employee separation expenses, $5 million related to facility exits and $1 million related to professional services in connection with the Restructuring Plan. The Company has incurred total costs of $27 million in Consumer, $8 million in Industrial, and $2 million in Risk & Compliance Software related to the Restructuring Plan. The Company anticipates the Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges expected to be incurred throughout the remainder of the plan.
Charges related to the Restructuring Plan, as well as other qualifying restructuring expenses, are as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Employee separation expense adjustments $ —  $ (1) $ (2) $ (2)
Facility exits —  —  1  — 
Professional services —  —  1  — 
Total $ —  $ (1) $ —  $ (2)
The following table summarizes the changes in the Company’s accrued restructuring balance:
(in millions) Employee separation expenses Professional services Total
Liability balance as of December 31, 2025 $ 30  $ —  $ 30 
Restructuring (2) 1  (1)
Cash payments (15) (1) (16)
Foreign exchange rate adjustment (1) —  (1)
Liability balance as of June 30, 2026 $ 12  $ —  $ 12 
The Company had a short-term liability for its restructuring activities of $12 million and $25 million as of June 30, 2026 and December 31, 2025, respectively, which is recorded within other current liabilities on the Condensed Consolidated Balance Sheets. The Company had a long-term liability for its restructuring activities of $0 and $5 million as of June 30, 2026, and December 31, 2025, respectively, which is recorded within other liabilities on the Condensed Consolidated Balance Sheets.
17. Commitments and Contingencies
On February 11, 2026, a putative class action complaint was filed against UL LLC, UL Solutions Inc., UL Standards and Engagement and UL Research Institutes (collectively, the “Defendants”) in the United States District Court for the Northern District of Illinois captioned John Martucci, on behalf of himself and the Putative Class v. Underwriters Laboratories Inc., et al., Case No. 1:26-cv-01561. The complaint alleges, among other things, that certain combination-listed single databus burglar and fire alarm system control units (the “Alarm Systems”) tested by the Defendants have defects that the Defendants concealed from and/or failed to disclose to consumers and that the Defendants listed the Alarm Systems as compliant with UL and National Fire Protection Association 72 standards when they were not compliant with such standards. The complaint seeks an order certifying a nationwide class and a New Jersey subclass; compensatory, actual, treble, statutory, punitive, and/or other damages; equitable relief, including restitution and disgorgement of profits; injunctive relief; declaratory relief; and pre- and post judgment interest, attorneys’ fees and costs. The Company currently believes the claims are without merit and

14
intends to vigorously defend against this action. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.
The Company is, in the ordinary course of business, party to certain claims, litigation, audits and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable and that may be incurred in connection with any such currently pending or threatened matter, none of which are material. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
18. Related Party Transactions
In order to access the library of standards owned and maintained by UL Standards & Engagement, the Company incurred expenses of $6 million during each of the three-month periods ended June 30, 2026 and 2025, and $11 million during each of the six-month periods ended June 30, 2026 and 2025.
The Company declared and paid regular cash dividends to stockholders of $18 million to UL Standards & Engagement during each of the three-month periods ended June 30, 2026 and 2025, and $36 million during each of the six-month periods ended June 30, 2026 and 2025.
19. Segment Information
The following table provides revenue, significant segment expenses and operating income, by segment for the three months ended June 30, 2026 and 2025:
Industrial Consumer Risk & Compliance Software Total
(in millions) 2026
2025(a)
2026
2025(a)
2026
2025(a)
2026
2025(a)
Revenue $ 402  $ 373  $ 362  $ 340  $ 52  $ 63  $ 816  $ 776 
Employee compensation 193  177  199  197  37  44  429  418 
Services and materials 90  80  96  87  5  7  191  174 
Depreciation and amortization 16  16  20  20  10  10  46  46 
Restructuring —  —  —  (1) —  —  —  (1)
Operating income $ 103  $ 100  $ 47  $ 37  $ —  $ 2  $ 150  $ 139 
__________
(a)Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The amounts presented for the three months ended June 30, 2025 have been recast to reflect the Company’s segment reorganization. Refer to Note 1, “Significant Accounting Policies” for further information.
The following table provides revenue, significant segment expenses and operating income, by segment for the six months ended June 30, 2026 and 2025:
Industrial Consumer Risk & Compliance Software Total
(in millions) 2026
2025(a)
2026
2025(a)
2026
2025(a)
2026
2025(a)
Revenue $ 777  $ 713  $ 680  $ 644  $ 117  $ 124  $ 1,574  $ 1,481 
Employee compensation 369  342  377  378  78  86  824  806 
Services and materials 171  156  186  170  12  12  369  338 
Depreciation and amortization 32  32  41  39  20  20  93  91 
Restructuring 1  —  (1) (2) —  —  —  (2)
Operating income $ 204  $ 183  $ 77  $ 59  $ 7  $ 6  $ 288  $ 248 
__________
(a)Described in previous table.

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Capital expenditures of the Company’s segments were as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions) 2026
2025(a)
2026
2025(a)
Industrial $ 14  $ 11  $ 25  $ 22 
Consumer 29  9  48  21 
Risk & Compliance Software 9  7  19  14 
Total segments 52  27  92  57 
Corporate 17  15  46  36 
Total $ 69  $ 42  $ 138  $ 93 
__________
(a)Described in previous table.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s results of operations, financial condition and liquidity and capital resources should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes as of June 30, 2026 and for the three and six month periods ended June 30, 2026 and 2025, which are included in this Quarterly Report, as well as the Company’s audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties about the Company’s business and operations. The Company’s actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described under “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. See “Cautionary Note Regarding Forward-Looking Statements.” Additionally, the Company’s historical results are not necessarily indicative of the results that may be expected for any period in the future.
References to “UL Solutions” and the “Company” refer to UL Solutions Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires.
Overview
UL Solutions is a global safety science leader that provides independent third-party testing, inspection and certification (“TIC”) services, advisory offerings and software solutions.
The Company reports its financial results through three segments: Industrial, Consumer and Risk & Compliance Software (“R&C Software”).
Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The changes primarily relate to the Company’s Advisory business, which was previously included within the Software and Advisory segment and is now included within the Industrial segment. As a result of the reorganization, the Software and Advisory segment was renamed “Risk & Compliance Software” and costs related to the Company’s corporate functions were reallocated across its segments. This reorganization had no impact on the Company’s consolidated financial position, results of operations or cash flows. The amounts presented for the three and six months ended June 30, 2025 have been recast to reflect the Company’s segment reorganization.
The geopolitical environment and attendant increased levels of uncertainty have caused, and may continue to cause, the Company’s customers to modify, delay or cancel plans to purchase services. Accordingly, ongoing uncertainty related to the current geopolitical environment and the associated unpredictability of the macroeconomic environment could have an adverse impact on various aspects of the Company’s business in the future, including its results of operations and financial condition. The Company is unable at this time to reasonably determine any future negative impacts from reduced or delayed customer testing or product development as a result of uncertainty that may result from the current geopolitical environment.
Recent Developments
Divestiture of Employee Health and Safety Software Business
On April 1, 2026, the Company completed the sale of its Employee Health and Safety software business in the Company’s Risk & Compliance Software segment to an affiliate of Peak Rock Capital, a private investment firm. The preliminary purchase price was $202 million in cash consideration, subject to customary post-closing adjustments. The divestiture resulted in a pre-tax gain on sale of $191 million.
Acquisition of Electrical and Electronics Testing LUX Holding SARL
In April 2026, Underwriters Laboratories Holdings B.V. (“ULH”), a wholly owned subsidiary of the Company, and the Company as guarantor, entered into a sale and purchase agreement for the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company, and certain of its subsidiaries and related companies (the “E&E Transaction”). The E&E Transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage). The purchase price will be comprised of an enterprise value of €575 million, subject to certain customary adjustments, and additional consideration of €41 thousand per day from September 1, 2025, through the closing date of the transaction. The sale and purchase agreement provides that, in the event of termination
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as a result of ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or certain conditions not being satisfied by October 13, 2027, ULH will pay a break fee of €34.5 million. The break fee is not payable to the extent termination of the sale and purchase agreement results from certain specified breaches by the seller. The Company expects to fund the transaction with cash on hand, including proceeds from its portfolio management activities, and available capacity under its revolving credit facility. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.
Sale of DQS Holding GmbH
In April 2026, the Company entered into a definitive agreement with an affiliate of Montagu, a private equity firm, and certain other parties to sell its approximately 28% shareholding of DQS Holding GmbH (“DQS”), a global management system assessment company headquartered in Germany. The Company expects to receive approximately €105 million in cash consideration, subject to customary post-closing adjustments, a portion of which will be held in escrow to cover certain indemnification obligations under the share purchase and transfer agreement. The Company accounts for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements. The sale is expected to result in a pre-tax gain of approximately $100 million, which will be recorded as non-operating income upon closing of the transaction, which is expected to be completed in the second half of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.
Components of the Company’s Results of Operations
Revenue
The Company conducts its operations across four major service categories: (1) Certification Testing of products, components and systems according to standards and regulatory requirements and other design and performance specifications; (2) Ongoing Certification Services to validate the continued compliance of previously certified products, components and systems; (3) Non-certification Testing and Other Services, which includes performance testing for customer or other requirements that may not be required by any regulation and may not result in a certification, as well as other services, including advisory and technical services; and (4) Software, comprising software as a service and license-based software solutions, including implementation and training services related to software.
Components of Revenue Change
The Company uses Organic, Acquisition / Divestiture and FX to explain the change in revenue from period to period. Revenue change is calculated as the percentage change in revenue in one period relative to the prior period’s revenue and is a key financial measure that the Company uses to manage its business. The Company defines these components of revenue as follows:
“Organic” reflects revenue change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of revenue in the prior period.
“Acquisition / Divestiture” is calculated as revenue change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of revenue in the prior period. Revenues from an acquisition or disposal are measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, the revenue impact from the acquired or disposed business is measured as Organic.
“FX” reflects the impact that foreign currency exchange rates have on revenue in a given period, expressed in dollars or as a percentage of revenue in the prior period. The Company uses constant currency to calculate the FX impact on revenue in a given period by translating current period revenues at prior period exchange rates, expressed as a percentage of revenue in the prior period.
Cost of Revenue
Cost of revenue includes employee compensation consisting of salaries, incentives, stock-based compensation and other benefits for employees directly attributable to revenue generation across each of the Company’s four major service categories. In addition, cost of revenue includes services and materials expenses including occupancy and facility-related costs for laboratories and other buildings where testing and inspection services are performed, customer-related travel costs, expenses related to third-party contractors or third-party facilities and consumable materials and supplies used in testing and
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inspection and other costs associated with generating revenue. Cost of revenue also includes depreciation on equipment used in testing and amortization of capitalized software sold to customers.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include employee compensation consisting of salaries, incentives, stock-based compensation and other benefits for sales and indirect administrative functions such as executive, finance, legal, human resources and information technology, not included within cost of revenue. In addition, selling, general and administrative expenses include services and materials expenses such as third-party consultancy costs, facility costs, internal research and development costs as well as legal and accounting fees, travel, marketing, bad debt and non-chargeable materials and supplies. Selling, general and administrative expenses also include depreciation and amortization.
Restructuring
On November 4, 2025, the Company announced an expense reduction initiative to further improve the operating model and exit certain lines of business that are no longer considered strategically important to the Company (the “Restructuring Plan”). Costs incurred in connection with the Company’s restructuring actions, including the Restructuring Plan, consist of employee-separation costs, facility exit costs, as well as professional services. Refer to Item 1, “Notes to the Condensed Consolidated Financial Statements”, Note 16, “Restructuring” for further details.
Operating Income
Operating income is calculated as revenue less cost of revenue, selling, general and administrative expenses and restructuring. Operating income margin is calculated as operating income as a percentage of revenue.
Components of Operating Income Change
The Company uses Organic, Acquisition / Divestiture and FX to explain the change in operating income from period to period. Operating income change is calculated as the percentage change in operating income in one period relative to the prior period’s operating income and is a key financial measure that the Company uses to manage its business. The Company defines these components of operating income as follows:
“Organic” reflects total operating income change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of operating income in the prior period.
“Acquisition / Divestiture” is calculated as operating income change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of operating income in the prior period. Operating income change from an acquisition or disposal is measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, operating income impact from the acquired or disposed business is measured as Organic. Acquisition / Divestiture also includes the change in due diligence-related costs for merger and acquisition and disposal activities.
“FX” reflects the impact that foreign currency exchange rates have on operating income in a given period expressed in dollars or as a percentage of operating income in the prior period. The Company uses constant currency to calculate the FX impact on operating income in a given period by translating current period operating income at prior period exchange rates, expressed as a percentage of operating income in the prior period.
Interest Expense
Interest expense consists primarily of interest expense on the Company’s debt obligations.
Gain on Divestiture
Gain on divestiture consists of the gain recognized upon the sale of a business when the proceeds received exceeds its carrying value.
Other Income (Expense), net
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Other income (expense), net consists primarily of non-operating gains and losses, including gains and losses related to foreign exchange transactions and the revaluation performed on designated balance sheet accounts, interest income and non-operating pension and postretirement benefit expenses.
Income Before Income Taxes
Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense, gains on divestitures and other income (expense), net.
Income Tax Expense
Income tax expense consists of current and deferred federal and state taxes for the Company’s U.S. and foreign jurisdictions.
Net Income
Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense, gains on divestitures, other income (expense), net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.
Results of Operations
The following tables set forth the Company’s condensed consolidated results of operations for the periods presented.
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Three Months Ended June 30, Change
(in millions) 2026 % Revenue 2025 % Revenue
Revenue $ 816  N/A $ 776  N/A $ 40 
Cost of revenue 399  48.9  % 394  50.8  % 5 
Selling, general and administrative expenses 267  32.7  % 244  31.4  % 23 
Restructuring —  —  % (1) (0.1) % 1 
Operating income 150  18.4  % 139  17.9  % 11 
Interest expense (5) (0.6) % (10) (1.3) % 5 
Gain on divestiture 191  23.4  % —  —  % 191 
Other income (expense), net 2  0.2  % (4) (0.5) % 6 
Income before income taxes 338  41.4  % 125  16.1  % 213 
Income tax expense 84  10.3  % 28  3.6  % 56 
Net income $ 254  31.1  % $ 97  12.5  % 157 
Revenue
Three Months Ended June 30,
(in millions) 2026 2025 Change % Change
Industrial $ 402  $ 373  $ 29  7.8  %
Consumer 362  340  22  6.5  %
Risk & Compliance Software 52  63  (11) (17.5) %
Total $ 816  $ 776  $ 40  5.2  %
Revenue increased by $40 million, or 5.2%, for the three months ended June 30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $51 million, or 6.6%, due to organic growth across all segments in the second quarter of 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. Acquisition / Divestiture decreased revenue by $14 million, or 1.8%, due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.
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Three Months Ended June 30, 2026
(in millions) Organic Acquisition / Divestiture FX Total Organic % Change Total % Change
Revenue change
Industrial $ 27  $ —  $ 2  $ 29  7.2  % 7.8  %
Consumer 21  —  1  22  6.2  % 6.5  %
Risk & Compliance Software 3  (14) —  (11) 4.8  % (17.5) %
Total $ 51  $ (14) $ 3  $ 40  6.6  % 5.2  %
Cost of Revenue
Cost of revenue increased by $5 million, or 1.3%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, costs associated with performance-based incentives increased $6 million primarily due to the Company’s annual cash bonus plan. In addition, depreciation and amortization increased organically $4 million related to software placed in service and the completion of additional laboratory capacity. Professional fees also increased organically $3 million, related to a laboratory relocation and outsourced labor associated with higher revenue. The increase was partially offset by a $3 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan. Acquisition / Divestiture also decreased cost of revenue by $6 million due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $23 million, or 9.4%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, costs associated with employee compensation increased $13 million primarily due to higher costs associated with performance share units of $8 million and the Company’s annual cash bonus plan of $7 million, partially offset by a $2 million decrease in salary expenses, including headcount reductions from the Restructuring Plan. In addition, services and materials increased $11 million on an organic basis, including professional fees, which increased $7 million, in part due to expenses associated with higher sales volumes.
Restructuring
The Company did not incur material restructuring charges during either period presented. The Company anticipates the previously announced Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges of approximately $3 million expected to be incurred throughout the remainder of the plan.
Interest Expense
Interest expense decreased by $5 million for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances in the current period on the Company’s credit facilities. For additional information, refer to “—Liquidity and Capital Resources.”
Gains on Divestitures
The Company recorded a $191 million gain on divestiture due to the sale of the Employee Health and Safety software business.
Other Income (Expense), net
Other income (expense), net increased by $6 million, in part due to an impairment on an equity investment in a non-consolidated affiliate in the prior period which did not reoccur in the current period.
Income Tax Expense
The effective tax rate for the three months ended June 30, 2026 was 24.9%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.
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The effective tax rate for the three months ended June 30, 2025 was 22.4%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers, partially offset by excess tax benefits associated with stock-based compensation deductions.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) released administrative guidance on Pillar Two (a framework of rules which impose a 15% corporate minimum tax and were enacted by several countries in which the Company operates prior to 2026). The administrative guidance mainly introduces a “side‑by‑side” arrangement that provides safe-harbors against certain aspects of the Pillar Two rules for multinational companies headquartered in countries having an eligible minimum tax system – most notably that of the U.S. Following formal global adoption by OECD member countries, the administrative guidance is effective for fiscal years beginning on or after January 1, 2026, and the Company does not currently expect it to have a material impact on its consolidated financial statements. The Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Six Months Ended June 30, Change
(in millions) 2026 % Revenue 2025 % Revenue
Revenue $ 1,574  N/A $ 1,481  N/A $ 93 
Cost of revenue 776  49.3  % 759  51.2  % 17 
Selling, general and administrative expenses 510  32.4  % 476  32.1  % 34 
Restructuring —  —  % (2) (0.1) % 2 
Operating income 288  18.3  % 248  16.7  % 40 
Interest expense (13) (0.8) % (22) (1.5) % 9 
Gain on divestiture 191  12.1  % —  —  % 191 
Other income (expense), net 2  0.1  % (7) (0.5) % 9 
Income before income taxes 468  29.7  % 219  14.8  % 249 
Income tax expense 116  7.4  % 51  3.4  % 65 
Net income $ 352  22.4  % $ 168  11.3  % 184 
Revenue
Six Months Ended June 30,
(in millions) 2026 2025 Change % Change
Industrial $ 777  $ 713  $ 64  9.0  %
Consumer 680  644  36  5.6  %
Risk & Compliance Software 117  124  (7) (5.6) %
Total $ 1,574  $ 1,481  $ 93  6.3  %
Revenue increased by $93 million, or 6.3%, for the six months ended June 30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $91 million, or 6.1%, due to organic growth across all segments in 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. FX increased revenue by $16 million, or 1.1%, primarily due to the relative strength of the euro and Chinese renminbi. Acquisition / Divestiture decreased revenue by $14 million, or 0.9%, due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.
22


Six Months Ended June 30, 2026
(in millions) Organic Acquisition / Divestiture FX Total Organic % Change Total % Change
Revenue change
Industrial $ 55  $ —  $ 9  $ 64  7.7  % 9.0  %
Consumer 30  —  6  36  4.7  % 5.6  %
Risk & Compliance Software 6  (14) 1  (7) 4.8  % (5.6) %
Total $ 91  $ (14) $ 16  $ 93  6.1  % 6.3  %
Cost of Revenue
Cost of revenue increased by $17 million, or 2.2%, for the six months ended June 30, 2026, as compared to the same period in 2025. FX increased cost of revenue by $12 million, primarily due to the relative strength of the euro and Chinese renminbi. On an organic basis, costs associated with performance-based incentives increased $6 million primarily due to the Company’s annual cash bonus plan. In addition, depreciation and amortization increased organically $5 million related to software placed in service and the completion of additional laboratory capacity. Professional fees also increased organically $5 million, in part due to a laboratory relocation and outsourced labor associated with higher revenue. The increase was partially offset by a $4 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan. Acquisition / Divestiture also decreased cost of revenue by $6 million due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $34 million, or 7.1%, for the six months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, employee compensation expenses increased $15 million, primarily due to higher costs associated with performance share units and the Company’s annual cash bonus plan. In addition, professional fees increased organically $6 million, in part due to expenses associated with higher sales volumes. FX increased selling, general and administrative expenses by $6 million, primarily due to the relative strength of the euro. Acquisition / Divestiture increased selling, general and administrative expenses by $6 million, primarily in connection with costs for the contemplated E&E Transaction.
Restructuring
The Company did not incur material restructuring charges during either period presented. The Company anticipates the previously announced Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges of approximately $3 million expected to be incurred throughout the remainder of the plan.
Interest Expense
Interest expense decreased by $9 million for the six months ended June 30, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances in the current period on the Company’s credit facilities. For additional information refer to “—Liquidity and Capital Resources.”
Gains on Divestitures
The Company recorded a $191 million gain on divestiture due to the sale of the Employee Health and Safety software business.
Other Income (Expense), net
Other income (expense), net, increased by $9 million, in part due to an impairment on an equity investment in a non-consolidated affiliate in the prior period which did not reoccur in the current period.
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Income Tax Expense
The effective tax rate for the six months ended June 30, 2026 was 24.8%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.
The effective tax rate for the six months ended June 30, 2025 was 23.3%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers, partially offset by excess tax benefits associated with stock-based compensation deductions.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) released administrative guidance on Pillar Two (a framework of rules which impose a 15% corporate minimum tax and were enacted by several countries in which the Company operates prior to 2026). The administrative guidance mainly introduces a “side‑by‑side” arrangement that provides safe-harbors against certain aspects of the Pillar Two rules for multinational companies headquartered in countries having an eligible minimum tax system – most notably that of the U.S. Following formal global adoption by OECD member countries, the administrative guidance is effective for fiscal years beginning on or after January 1, 2026, and the Company does not currently expect it to have a material impact on its consolidated financial statements. The Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.
Industrial
The Industrial segment provides TIC and advisory services to help ensure customers’ industrial products meet or exceed international standards for product safety, performance and sustainability. The Industrial segment provides services that address needs across a number of end markets, including energy, industrial automation, engineered materials (plastics and wire and cable) and built environment, and across a variety of stakeholders, including manufacturers, building and asset owners, end users and regulators.
The following tables summarize the change in Industrial’s revenue and operating income for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 Change % Change 2026 2025 Change % Change
Revenue $ 402  $ 373  $ 29  7.8  % $ 777  $ 713  $ 64  9.0  %
Employee compensation 193  177  16  9.0  % 369  342  27  7.9  %
Services and materials 90  80  10  12.5  % 171  156  15  9.6  %
Depreciation and amortization 16  16  —  —  % 32  32  —  —  %
Restructuring —  —  —  —  % 1  —  1  —  %
Segment operating income $ 103  $ 100  $ 3  3.0  % $ 204  $ 183  $ 21  11.5  %
Segment operating income margin 25.6  % 26.8  % 26.3  % 25.7  %
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
(in millions) Organic Acquisition/ Divestiture FX Total Organic Acquisition/ Divestiture FX Total
Revenue change $ 27  $ —  $ 2  $ 29  $ 55  $ —  $ 9  $ 64 
Segment operating income change $ 2  $ 1  $ —  $ 3  $ 20  $ 1  $ —  $ 21 
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenue
Revenue increased by $29 million, or 7.8%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $27 million, or 7.2%, due to growth in Ongoing Certification Services revenue of $16 million, driven by continued demand for materials and energy and automation. Certification Testing revenue also increased $10 million, driven by continued demand for energy and automation.
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Segment Operating Income
Segment operating income increased by $3 million, or 3.0%, for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $27 million increase in organic revenue noted above. This was offset by a $25 million organic increase in expenses, primarily due to higher employee compensation of $14 million related to costs associated with performance-based incentives and $6 million due to professional fees.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue
Revenue increased by $64 million, or 9.0%, for the six months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $55 million, or 7.7%, due to growth in Ongoing Certification Services revenue of $28 million, driven by continued demand for materials and energy and automation. Certification Testing revenue also increased $21 million across most industries, in part due to continued demand for energy and automation. FX increased revenue by $9 million, or 1.3%, primarily due to the relative strength of the euro and Chinese renminbi.
Segment Operating Income
Segment operating income increased by $21 million, or 11.5%, for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $55 million increase in organic revenue noted above. This was partially offset by a $35 million organic increase in expenses, primarily due to higher employee compensation of $20 million related to higher costs associated with performance-based incentives, as well as base salary increases, and $8 million due to higher professional fees.
Consumer
The Consumer segment provides a variety of global product market acceptance and risk mitigation services for customers in the consumer products end market, including consumer electronics, medical devices, information technologies, appliances, HVAC, lighting, retail (softlines and hardlines) and emerging consumer applications. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training.
The following tables summarize the change in Consumer’s revenue and operating income for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 Change % Change 2026 2025 Change % Change
Revenue $ 362  $ 340  $ 22  6.5  % $ 680  $ 644  $ 36  5.6  %
Employee compensation 199  197  2  1.0  % 377  378  (1) (0.3) %
Services and materials 96  87  9  10.3  % 186  170  16  9.4  %
Depreciation and amortization 20  20  —  —  % 41  39  2  5.1  %
Restructuring —  (1) 1  (100.0) % (1) (2) 1  (50.0) %
Segment operating income $ 47  $ 37  $ 10  27.0  % $ 77  $ 59  $ 18  30.5  %
Segment operating income margin 13.0  % 10.9  % 11.3  % 9.2  %
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
(in millions) Organic Acquisition/ Divestiture FX Total Organic Acquisition/ Divestiture FX Total
Revenue change $ 21  $ —  $ 1  $ 22  $ 30  $ —  $ 6  $ 36 
Segment operating income change $ 12  $ (2) $ —  $ 10  $ 28  $ (8) $ (2) $ 18 
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Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenue
Revenue increased by $22 million, or 6.5%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $21 million, or 6.2%, primarily due to growth in Certification Testing revenue of $10 million, driven primarily by continued demand for consumer technology. Non-certification Testing and Other Services revenue also increased $5 million, driven primarily by demand for retail. Ongoing Certification Services revenue increased $4 million across most industries, in part due to continued demand for appliances and HVAC.
Segment Operating Income
Segment operating income increased by $10 million, or 27.0%, for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $21 million increase in organic revenue noted above. This was partially offset by a $9 million organic increase in expenses, primarily due to higher costs associated with performance-based incentives of $8 million. The increase was partially offset by a $5 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue
Revenue increased by $36 million, or 5.6%, for the six months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $30 million, or 4.7%, primarily due to growth in Certification Testing revenue of $15 million, driven primarily by continued demand for consumer technology. Ongoing Certification Services revenue also increased $9 million across most industries, in part due to continued demand for appliances and HVAC. FX increased revenue by $6 million or 0.9%, primarily due to the relative strength of the Chinese renminbi and euro.
Segment Operating Income
Segment operating income increased by $18 million, or 30.5%, for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $30 million increase in organic revenue noted above. In addition, salary expense decreased $9 million organically, including headcount reductions from the Restructuring Plan. This was partially offset by a $9 million organic increase in costs associated with performance-based incentives. Acquisition / Divestiture also decreased operating income by $8 million, primarily in connection with costs for the contemplated E&E Transaction.
Risk & Compliance Software
The R&C Software segment provides complementary software solutions that extend the value proposition of TIC services the Company offers. The software, data, and insight offerings enable the Company’s customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability.
The following tables summarize the change in R&C Software’s revenue and operating income for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 Change % Change 2026 2025 Change % Change
Revenue $ 52  $ 63  $ (11) (17.5) % $ 117  $ 124  $ (7) (5.6) %
Employee compensation 37  44  (7) (15.9) % 78  86  (8) (9.3) %
Services and materials 5  7  (2) (28.6) % 12  12  —  —  %
Depreciation and amortization 10  10  —  —  % 20  20  —  —  %
Segment operating income $ —  $ 2  $ (2) (100.0) % $ 7  $ 6  $ 1  16.7  %
Segment operating income margin —  % 3.2  % 6.0  % 4.8  %
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Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
(in millions) Organic Acquisition/ Divestiture Total Organic Acquisition/ Divestiture FX Total
Revenue change $ 3  $ (14) $ (11) $ 6  $ (14) $ 1  $ (7)
Segment operating income change $ 4  $ (6) $ (2) $ 8  $ (7) $ —  $ 1 
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenue
Revenue decreased by $11 million, or 17.5%, for the three months ended June 30, 2026, as compared to the same period in 2025. Acquisition / Divestiture decreased revenue by $14 million, or 22.2%, due to the sale of the Employee Health and Safety software business. On an organic basis, revenue increased $3 million, or 4.8%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.
Segment Operating Income
Segment operating income decreased by $2 million for the three months ended June 30, 2026, as compared to the same period in 2025. This was primarily due to a $6 million decrease in operating income from the divested Employee Health and Safety software business, partially offset by the $3 million increase in organic revenue noted above.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue
Revenue decreased by $7 million, or 5.6%, for the six months ended June 30, 2026, as compared to the same period in 2025. Acquisition / Divestiture decreased revenue by $14 million, or 11.3%, due to the sale of the Employee Health and Safety software business. On an organic basis, revenue increased $6 million, or 4.8%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.
Segment Operating Income
Segment operating income increased by $1 million for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $6 million increase in organic revenue noted above. This was offset by a $7 million decrease in operating income from the divested Employee Health and Safety software business.
Non-GAAP Financial Measures
In addition to financial measures determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company considers a variety of supplemental non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share, Free Cash Flow and Free Cash Flow margin. Management uses non-GAAP financial measures in addition to GAAP measures to understand and compare operating results across periods and for forecasting and other purposes. Management believes these non-GAAP financial measures provide useful information to investors and reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating income, diluted earnings per share, net cash provided by operating activities or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies due to potential differences between the companies in calculations.
The Company uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and Adjusted Diluted Earnings Per Share to measure the operational strength and performance of its business and believes these measures provide additional information to investors about certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance. The Company uses Free Cash Flow and Free Cash Flow margin as additional liquidity measures and believes they provide useful information to investors about the cash generated from the Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.
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There are material limitations to using these non-GAAP financial measures. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, gains on divestitures, other (income) expense, net, income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income, as applicable. Adjusted Net Income and Adjusted Diluted Earnings Per Share do not take into account certain significant items, including gains on divestitures, other (income) expense, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income and diluted earnings per share, as applicable. Free Cash Flow adjusts for cash items that are ultimately within management’s discretion to direct, and therefore, may imply that there is less or more cash that is available than the most comparable GAAP measure. Free Cash Flow is not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non-discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering these non-GAAP financial measures in conjunction with net income, operating income, diluted earnings per share and net cash provided by operating activities as calculated in accordance with GAAP.
The table below presents these non-GAAP measures with the most directly comparable GAAP measures.
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions, unless otherwise stated) 2026 2025 2026 2025
Net income $ 254  $ 97  $ 352  $ 168 
Net income margin 31.1  % 12.5  % 22.4  % 11.3  %
Adjusted EBITDA $ 219  $ 197  $ 416  $ 358 
Adjusted EBITDA margin 26.8  % 25.4  % 26.4  % 24.2  %
Adjusted Net Income $ 129  $ 110  $ 236  $ 190 
Adjusted Net Income margin 15.8  % 14.2  % 15.0  % 12.8  %
Diluted Earnings per Share $ 1.21  $ 0.45  $ 1.66  $ 0.78 
Adjusted Diluted Earnings Per Share $ 0.59  $ 0.52  $ 1.09  $ 0.89 
Net Cash provided by Operating Activities $ 379  $ 301 
Net cash provided by operating activities margin 24.1  % 20.3  %
Free Cash Flow $ 241  $ 208 
Free Cash Flow margin 15.3  % 14.0  %
Adjusted EBITDA
The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, gains on divestitures, other (income) expense, net, income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.
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The table below reconciles net income to Adjusted EBITDA.
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions, unless otherwise stated) 2026 2025 2026 2025
Net income $ 254  $ 97  $ 352  $ 168 
Depreciation and amortization expense 46  46  93  91 
Interest expense 5  10  13  22 
Gain on divestiture (191) —  (191) — 
Other (income) expense, net (2) 4  (2) 7 
Income tax expense 84  28  116  51 
Stock-based compensation 23  13  35  21 
Restructuring —  (1) —  (2)
Adjusted EBITDA $ 219  $ 197  $ 416  $ 358 
Revenue $ 816  $ 776  $ 1,574  $ 1,481 
Net income margin 31.1  % 12.5  % 22.4  % 11.3  %
Adjusted EBITDA margin 26.8  % 25.4  % 26.4  % 24.2  %
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The table below reconciles segment operating income to segment Adjusted EBITDA.
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions, unless otherwise stated) 2026 2025 2026 2025
Industrial
Segment operating income $ 103  $ 100  $ 204  $ 183 
Depreciation and amortization expense 16  16  32  32 
Stock-based compensation 11  5  16  8 
Restructuring —  —  1  — 
Adjusted EBITDA $ 130  $ 121  $ 253  $ 223 
Revenue $ 402  $ 373  $ 777  $ 713 
Operating income margin 25.6  % 26.8  % 26.3  % 25.7  %
Adjusted EBITDA margin 32.3  % 32.4  % 32.6  % 31.3  %
Consumer
Segment operating income $ 47  $ 37  $ 77  $ 59 
Depreciation and amortization expense 20  20  41  39 
Stock-based compensation 10  6  15  10 
Restructuring —  (1) (1) (2)
Adjusted EBITDA $ 77  $ 62  $ 132  $ 106 
Revenue $ 362  $ 340  $ 680  $ 644 
Operating income margin 13.0  % 10.9  % 11.3  % 9.2  %
Adjusted EBITDA margin 21.3  % 18.2  % 19.4  % 16.5  %
Risk & Compliance Software
Segment operating income $ —  $ 2  $ 7  $ 6 
Depreciation and amortization expense 10  10  20  20 
Stock-based compensation 2  2  4  3 
Adjusted EBITDA $ 12  $ 14  $ 31  $ 29 
Revenue $ 52  $ 63  $ 117  $ 124 
Operating income margin —  % 3.2  % 6.0  % 4.8  %
Adjusted EBITDA margin 23.1  % 22.2  % 26.5  % 23.4  %
Adjusted EBITDA $ 219  $ 197  $ 416  $ 358 
Adjusted Net Income
The Company defines Adjusted Net Income as net income adjusted for gains on divestitures, other (income) expense, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, adjusted to give effect to the income tax impact of such adjustments. Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.
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The table below reconciles net income to Adjusted Net Income.
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in millions, unless otherwise stated) 2026 2025 2026 2025
Net income $ 254  $ 97  $ 352  $ 168 
Gain on divestiture (191) —  (191) — 
Other (income) expense, net (2) 4  (2) 7 
Stock-based compensation 23  13  35  21 
Restructuring —  (1) —  (2)
Tax effect of adjustments(a)
45  (3) 42  (4)
Adjusted Net Income $ 129  $ 110  $ 236  $ 190 
Revenue $ 816  $ 776  $ 1,574  $ 1,481 
Net income margin 31.1  % 12.5  % 22.4  % 11.3  %
Adjusted Net Income margin 15.8  % 14.2  % 15.0  % 12.8  %
__________________
(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.
Adjusted Diluted Earnings Per Share
The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholders of UL Solutions adjusted for gains on divestitures, other (income) expense, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, adjusted to give effect to the income tax impact of such adjustments.
The table below reconciles diluted earnings per share to Adjusted Diluted Earnings Per Share.
Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
Diluted earnings per share $ 1.21  $ 0.45  $ 1.66  $ 0.78 
Gain on divestiture (0.94) —  (0.94) — 
Other (income) expense, net (0.01) 0.02  (0.01) 0.04 
Stock-based compensation 0.11  0.06  0.17  0.10 
Restructuring —  —  —  (0.01)
Tax effect of adjustments(a)
0.22  (0.01) 0.21  (0.02)
Adjusted Diluted Earnings Per Share $ 0.59  $ 0.52  $ 1.09  $ 0.89 
__________
(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.
Free Cash Flow
The Company defines Free Cash Flow as cash from operating activities less cash outlays related to capital expenditures. The Company defines capital expenditures to include purchases of property, plant and equipment and capitalized software. These items are subtracted from cash from operating activities because they represent long-term investments that are required for normal business activities. Free Cash Flow margin is calculated as Free Cash Flow as a percentage of revenue.
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The table below reconciles net cash provided by operating activities to Free Cash Flow.
Six Months Ended
June 30,
(in millions) 2026 2025
Net cash provided by operating activities $ 379  $ 301 
Capital expenditures (138) (93)
Free Cash Flow $ 241  $ 208 
Revenue $ 1,574  $ 1,481 
Net cash provided by operating activities margin 24.1  % 20.3  %
Free Cash Flow margin 15.3  % 14.0  %
Liquidity and Capital Resources
Overview
The Company’s primary sources of liquidity are cash and cash equivalents on hand and short-term investments, cash flows from operating activities and cash available to be borrowed under the 2025 Credit Facility (as defined below). The Company believes the combination of cash and cash equivalents on hand and short-term investments, the generation of cash from operating activities, funds available under the 2025 Credit Facility, and the Company’s ability to access the capital markets provide sufficient liquidity to meet the Company’s cash requirements for working capital, capital expenditures, service of indebtedness and to address other needs for the next twelve months and the foreseeable future thereafter, as well as to finance acquisitions, make contributions to the Company’s pension and postretirement plans and pay dividends to stockholders, as the Company’s board of directors deems appropriate.
The Company’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those referenced in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K. In addition, the Company cannot predict whether or when it may enter into acquisitions, joint ventures or dispositions, make contributions to the Company’s pension and postretirement plans, pay dividends, or what impact any such transactions could have on the Company’s financial condition, results of operations or cash flows.
As of June 30, 2026, the Company had $434 million in cash and cash equivalents and $995 million of unused availability under the 2025 Credit Facility and access to an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase.
Cash Flows
The following table is a summary of the Company’s cash flow activity:
Six Months Ended
June 30,
(in millions) 2026 2025
Net cash provided by operating activities $ 379  $ 301 
Net cash provided by (used in) investing activities $ 70  $ (107)
Net cash used in financing activities $ (308) $ (221)
Cash flows from operating activities
Net cash provided by operating activities was $379 million for the six months ended June 30, 2026, an increase of $78 million compared to net cash provided by operating activities of $301 million for the same period in 2025. The increase was primarily driven by higher net income after non-cash adjustments due to business performance and higher contract liabilities as a result of increased payments from customers.
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Cash flows from investing activities
Net cash provided by investing activities was $70 million for the six months ended June 30, 2026, an increase of $177 million compared to net cash used in investing activities of $107 million for the same period in 2025. The increase in cash provided by investing activities was primarily driven by $199 million in proceeds from the divestiture of the Company’s Employee Health and Safety software business during the current period, partially offset by a $45 million increase in capital expenditures compared to the same period in 2025.
Cash flows from financing activities
Net cash used in financing activities was $308 million for the six months ended June 30, 2026, an increase of $87 million compared to net cash used in financing activities of $221 million for the same period in 2025. The increase in cash used in financing activities was primarily driven by a $56 million increase in repayments net of proceeds on the Company’s credit facilities and a $19 million increase in employee taxes paid on settlement of stock-based compensation compared to the same period in 2025.
Capital Expenditures
The Company makes strategic investments in capital expenditures to enable growth by expanding testing capacity to meet increased demand, to enable new capabilities and product offerings and to increase the efficiency of the Company’s processes. Capital expenditures include the building and refurbishment of laboratories and office space, the replacement and upgrade of existing laboratory and IT equipment at the end of its useful life, and investments in technology for internal-use and sale to customers through product development of new software and enhancements of existing software. Cash paid for capital expenditures increased $45 million, to $138 million for the six months ended June 30, 2026, compared to $93 million for the same period in 2025.
Long-Term Debt
2025 Credit Facility
In October 2025, the Company entered into a credit agreement, by and among UL Solutions Inc. and certain of its non-U.S. subsidiaries as co-borrowers (collectively, the “Borrowers”), Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (collectively, and as amended, the “2025 Credit Facility”). The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company. As of June 30, 2026, the Company was in compliance with all covenants under the 2025 Credit Facility.
Senior Notes
The Company has outstanding $300 million in aggregate principal amount of 6.500% senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.
Dividends
The Company increased the regular quarterly dividend to 14.5 cents per share beginning in the first quarter of 2026, an increase from the previous 13 cents per share. The Company will periodically assess the size of the regular quarterly dividend based on the Company’s dividend policy and certain factors described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Dividends” in Part II Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company cannot give any assurance that the Company will continue to declare dividends in any particular amounts, or at all, in the future.
In the three and six months ended June 30, 2026, the Company paid dividends to stockholders of $29 million and $58 million, respectively. In the three and six months ended June 30, 2025, the Company paid dividends to stockholders of $26 million and $52 million, respectively.
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Contractual Obligations
The Company has purchase obligations related to agreements to purchase goods and services that are enforceable and legally binding, and that specify all significant terms, including the goods to be purchased or services to be rendered, the price at which the goods or services are to be rendered, and the timing of the transactions. Purchase obligations exclude liabilities that are included on the Company’s Condensed Consolidated Balance Sheets and include commitments for outsourced services, facilities, capital expenditures, cloud service arrangements and various other types of noncancelable contracts.
Refer to the Company’s consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for information about the Company’s noncancelable purchase obligations.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies and Estimates
The Company prepares its condensed consolidated financial statements in accordance with GAAP. While the majority of the Company’s revenue, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make judgments and estimates regarding matters that are uncertain and susceptible to change. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which could potentially result in materially different results under different assumptions and conditions. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy. The Company’s estimates are based on historical experience, current conditions and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. To the extent that there are differences between estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows may be affected.
There have been no material changes to the Company’s critical accounting policies and estimates as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. Statements regarding the Company’s future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Company’s expected growth, future capital expenditures and the Restructuring Plan, including the Company’s estimates of the charges and expenditures in connection therewith and the timing thereof and the Company’s estimates of the benefits of such Restructuring Plan, and statements regarding the Company’s acquisitions, divestitures and other strategic transactions, including expected timing, closing, proceeds, financing, synergies and financial impact, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continues” and variations of these terms and similar expressions, or the negative of these terms or similar expressions (although not all forward-looking statements may contain such words). The Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause the Company’s actual results to differ materially from those expressed or implied in these forward-looking statements, including, but not limited to, the following:
•any failure on the Company’s part to protect and maintain its brand and reputation, or the impact on its brand or reputation of third-party events or actions outside of its control;
•risks associated with the Company’s information technology and software, including those relating to any future data breach or other cybersecurity incident;
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•the potential disruption of the industries in which the Company operates by technological advances in artificial intelligence;
•the Company’s ability to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in the Company’s industries and technological advances;
•the Company’s ability to compete in its industries and the effects of increased competition from its competitors;
•risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency exchange rates; the imposition of tariffs and enhanced trade, import or export restrictions or changes in U.S. trade policy or similar government actions; and global, regional or political instability and geopolitical tensions;
•risks related to sustainability;
•risks associated with the Company’s operations in China, which subject the Company and UL-CCIC Company Limited, the Company’s joint venture with the China Certification & Inspection (Group) Co., Ltd. (“CCIC”), to China’s complex and rapidly evolving laws, which may be interpreted, applied or enforced inconsistently or in ways inconsistent with its current operations, as well as risks associated with the fact that the Chinese government has the power to exercise significant oversight and discretion over, and intervene in and influence, its business operations in China;
•the relationship between the United States and China and between the Company and CCIC, as well as changes in U.S. and Chinese regulations affecting the Company’s business operations in China;
•any failure on the Company’s part to attract, hire or retain its key employees, including its senior leadership and its skilled and trained engineering, technical and professional personnel;
•the level of the Company’s customers’ satisfaction and any failure on its part to properly and timely perform its services, meet its contractual obligations or fulfill its customers’ needs;
•changes to the relevant regulatory frameworks or private sector requirements, including any requirement that the Company accept third-party test results or certifications of components, end products, processes or systems or any changes that result in a reduction in required inspections, tests or certifications or harmonized international or cross-industry benchmarks and standards;
•the Company’s ability to adequately maintain, protect and enhance its intellectual property, including its registered UL-in-a-circle certification mark and other certification marks;
•the Company’s ability to implement its growth strategies and initiatives successfully;
•the Company’s reliance on third parties, including subcontractors and outside laboratories;
•the Company’s ability to obtain and maintain the requisite licenses, approvals, accreditations and delegations of authority necessary to conduct its business;
•the outcomes of current and future legal proceedings;
•the Company’s level of indebtedness and future cash needs;
•a change in the assumptions the Company uses to value its goodwill or intangible assets, or the impairment of its goodwill or intangible assets;
•the Company’s ability to generate sufficient cash to service its indebtedness and invest in the ongoing needs of its business;
•the increased expenses and responsibilities associated with being a public company;
•the significant influence that UL Standards & Engagement has over the Company, including pursuant to its rights under the Company’s amended and restated certificate of incorporation and the Stockholder Agreement, dated as of April 2, 2024, by and between the Company and UL Standards & Engagement;
•natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses;
•changes in tax laws in jurisdictions in which the Company operates or adverse outcomes resulting from examination of the Company’s or its affiliates’ tax returns;
•risks that the Company may be unable to implement the Restructuring Plan on the anticipated timing, that local law and consultation requirements, including for potential position eliminations, extend the restructuring process further in certain countries or causes the actual charges and expenditures that the Company incurs in connection with the Restructuring Plan, and the timing thereof, to differ materially from estimates, that the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Restructuring Plan and that the Company may not be able to realize the anticipated benefits of the Restructuring Plan;
•the occurrence of any event, change, or other circumstance that could give rise to the termination of the E&E Transaction and the payment of a break fee; the possibility that one or more closing conditions to the E&E Transaction, including the receipt of certain regulatory approvals, may not be satisfied or waived, in a timely manner or at all, including the risk that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the E&E Transaction, or may require conditions, limitations, or restrictions in connection with such approvals; the risk that the E&E Transaction may not be completed within the expected timeframe, or at all; unexpected costs, charges or expenses resulting from the E&E Transaction; uncertainty regarding the expected
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financial performance following completion of the E&E Transaction; the Company’s ability to achieve its short-term and long-term operating targets following completion of the E&E Transaction; the effects that the announcement or pendency of the E&E Transaction may have on the Company; the acquired business’ and the Company’s respective businesses and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the acquired business or the Company do business; the effects that termination of the E&E Transaction may have on the Company or its business; failure to successfully complete the E&E Transaction; legal proceedings that may be instituted related to the E&E Transaction; the Company’s ability or failure to successfully integrate the acquired business with existing operations; and the Company’s ability to realize anticipated synergies or obtain the results anticipated;
•the other factors discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s subsequent filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.
In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report and the documents that the Company references in this Quarterly Report with the understanding that the Company’s actual future results, levels of activity, performance and achievements may be materially different from what the Company expects.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates, such as interest and foreign currency exchange rates and equity prices. The Company’s market risk exposure is primarily a result of exposure to potential changes in interest rates or inflation and the resulting impact on investment income and interest expense. The Company does not hold financial instruments for trading purposes.
Interest Rate Risk
The Company’s operating results are subject to risk from interest rate fluctuations on its credit facility, which carries variable interest rates. Borrowings under the 2025 Credit Facility bear interest at a rate per annum equal to, at the applicable Borrower’s option, (a) a specified benchmark rate for the applicable currency (which, in the case of U.S. Dollar loans, shall be the Term SOFR (as defined in the Credit Agreement)), plus a margin that ranges from 0.875% to 1.375% per annum or (b) for U.S. Dollar loans made to the Company only, a base rate (which is equal to the highest of (i) the Bank of America prime rate, (ii) the U.S. federal funds rate plus 0.5% per annum, or (iii) the Term SOFR rate plus 1.0%) plus a margin that ranges from 0.0% to 0.375% per annum.
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Because the Company’s borrowings bear interest at a variable rate, the Company is exposed to market risks relating to changes in interest rates. The Company is also exposed to interest rate risk associated with its cash and cash equivalents balances. The Company does not currently use derivative financial instruments in its investment portfolio.
The Company also has outstanding $300 million in aggregate principal amount of 6.500% senior notes due 2028. The notes carry a fixed interest rate (coupon rate) and as such, are not exposed to interest rate fluctuation risk until their expected maturity in 2028.
During the first six months of 2026, the variable interest rates applicable to both benchmark rate loans and base rate loans under the 2025 Credit Facility generally fluctuated in line with interest rate changes in the marketplace and are expected to continue fluctuating with any future Federal Reserve Board interest rate changes and future changes to the SOFR Index. In addition, increases in interest expense are considered with other expense increases that may be passed, in whole or in part, along to the Company’s customers; however, the Company does not expect increases in interest expenses to materially impact pricing strategy in the near term. The fluctuations in interest payments on the Company’s variable-rate debt are not material to the Company’s overall liquidity position and have not impacted, and are not expected to have an impact on, the Company’s ability to make timely payments under the 2025 Credit Facility or its other obligations. Furthermore, while interest rates impact management’s evaluation of capital expenditure projects, the overall cash flows required to support the Company’s planned investments have not been materially impacted. Thus, fluctuations in interest rates have not had a material impact on the Company’s financial condition.
A hypothetical 100 basis point change in interest rates affecting the 2025 Credit Facility would not result in a material change to interest expense, based on outstanding borrowings at June 30, 2026. A hypothetical 100 basis point change in interest rates affecting the Company’s cash and cash equivalents would not have a material impact on the Company’s financial statements. Notwithstanding the Company’s efforts to manage interest rate risk, there can be no assurances that the Company will be adequately protected against the risks associated with interest rate fluctuations.
Foreign Currency Risk
With global operations, the Company has foreign currency risk related to its revenues and expenses denominated in currencies other than the U.S. dollar, primarily the Chinese renminbi, the euro, the Japanese yen, the New Taiwan dollar, the British pound sterling and the Korean won. Foreign currency gains (losses) are recorded in net income as transactions occur. Changes in exchange rates may substantially affect, either positively or negatively, the revenues and expenses, as expressed in U.S. dollars, of the Company’s foreign subsidiaries with functional currencies other than the U.S. dollar. Assuming a hypothetical change of 10% in the average foreign currency exchange rate for the six months ended June 30, 2026, the effect on operating income would not be material. The Company is also subject to foreign currency exchange rate risk associated with the translation of local currencies of its foreign subsidiaries into U.S. dollars. In addition, expected cash flows related to potential acquisitions and divestitures denominated in foreign currencies may vary based on changes in exchange rates.
The Company’s results of operations are exposed to foreign currency exchange rate risk related to intercompany loan and operating balances between subsidiaries that are denominated in currencies other than the U.S. dollar, primarily the euro and the Korean won. A transaction made in a currency that differs from the local entity’s functional currency is first remeasured at the entity’s functional currency. Subsequent foreign currency exchange rate changes result in foreign currency gains (losses) that are recognized in net income. If the transaction is already denominated in the entity’s functional currency, only the translation to U.S. dollar reporting is necessary. The remeasurement process required by GAAP for such intercompany loan and operating balances will give rise to foreign exchange gains (losses), which could materially impact the Company’s results of operations.
ITEM 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The Company has conducted an evaluation, under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were effective to provide reasonable assurance such that the information required to be disclosed in the Company’s reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and
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communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, 2026, that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on Controls
The Company’s disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is, in the ordinary course of business, party to certain claims, litigation, audits and investigations. Discussion of these and other legal matters is incorporated by reference from Part I, Item 1, Note 17, “Commitments and Contingencies,” of this Quarterly Report and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
ITEM 1A. Risk Factors
See the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 5. Other Information
On June 7, 2026, John Genovesi, Executive Vice President and President, Risk and Compliance Software, entered into a Rule 10b5-1 trading arrangement (the “Genovesi 10b5-1 Plan”) for the potential sale of up to 21,546 shares of UL Solutions Inc. Class A common stock, including shares resulting from the vesting and settlement of certain performance share units, restricted stock units and stock-settled stock appreciation rights. The Genovesi 10b5-1 Plan is scheduled to commence on September 16, 2026 and to terminate on the earlier of (i) the date all the shares under the Genovesi 10b5-1 Plan are sold and (ii) May 14, 2027, in each case, subject to the terms and conditions contained therein. The Genovesi 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s insider trading policies and procedures and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
During the quarter ended June 30, 2026, no other directors or officers of the Company informed the Company of the adoption, modification or termination of a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
ITEM 6. Exhibits
Exhibit No. Description
31.1*
31.2*
32.1**
32.2**
101*
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to the Condensed Consolidated Financial Statements.
104* Cover Page Interactive Data File (embedded within the iXBRL document).
* Filed herewith.
**Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
† Indicates a management contract or compensatory plan or arrangement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UL Solutions Inc.
Date: August 4, 2026
By
/s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer of the Registrant)
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EX-10.2 2 exhibit102q22026.htm EX-10.2 Document
Exhibit 10.2
UL SOLUTIONS INC. 2024 LONG-TERM INCENTIVE PLAN
CEO SPECIAL PERFORMANCE AWARD AGREEMENT
Electronic Grant Statement
Participant Jennifer F. Scanlon
Grant Date June 1, 2026
Grant Type PSU
Shares Granted 200,120
Initial Grant Value $99.94
Initial Stock Price $90.54

THIS CEO SPECIAL PERFORMANCE AWARD AGREEMENT (the “Agreement”) is made and entered into and effective as of the grant date set forth in the electronic grant statement above (the “Grant Date”) by and between UL Solutions Inc., a Delaware corporation (the “Company”), and the individual referenced in the electronic grant statement above (“Participant”).
WHEREAS, the Company desires to grant to the Participant an Award of Performance Share Units under the UL Solutions Inc. 2024 Long-Term Incentive Plan (the “Plan”) as set forth in this Agreement.
NOW THEREFORE, the Company and the Participant agree as follows:
1.Plan Governs; Capitalized Terms. This Agreement is made pursuant to the Plan, and the terms of the Plan are incorporated into this Agreement. Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meanings as used or defined in the Plan. References in this Agreement to any specific Plan provision shall not be construed as limiting the applicability of any other Plan provision and shall refer to any successor or modified Plan provision as the context requires. To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control except to the extent the Plan provides that the Agreement may vary the terms of the Plan. The Participant acknowledges that she has reviewed the terms of the Plan, and agrees to be bound by them. Without limiting the generality of the foregoing, the Participant acknowledges that pursuant to Section 3.1 of the Plan the Administrator has the exclusive authority and discretion to interpret the Plan and this Agreement and to resolve all issues arising thereunder, and the Participant agrees to be bound by any determination made by the Administrator with respect to this Agreement and the Performance Share Units.
2.Award of Performance Share Units. The Company hereby grants to the Participant on the Grant Date an Award of the amount of Performance Share Units, referenced in the electronic grant statement above (the “Shares Granted”), such number reflecting the Target


level set forth in Appendix I, with a Grant Date Fair Market Value equal to the Initial Grant Value set forth in the electronic grant statement above. Each Performance Share Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant one Share, multiplied by the Performance Multiplier (as defined in Appendix I), or the Fair Market Value thereof, upon vesting in accordance with Section 3 and settlement in accordance with Section 4. The Company shall hold the Performance Share Units in book-entry form. The Participant shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to the Participant under Section 4, and shall have the status of a general unsecured creditor of the Company. For the avoidance of doubt, references in this Agreement to “Performance Share Units” shall apply only to those Performance Share Units granted pursuant to this Agreement.
3.Vesting.
(a)Generally. The Performance Share Units will be eligible to vest based on satisfaction of both a Service-Vesting Condition and a Performance-Vesting Condition (each as defined below) and will become “Fully Vested” on the first date on which both such conditions are satisfied.
(i) Service-Vesting Condition. 30% of the Performance Share Units shall satisfy the Service-Vesting Condition (“Service Vested”) on each of the third and fourth anniversaries of the Grant Date, and the remaining 40% of the Performance Share Units shall become Service Vested on the fifth anniversary of the Grant Date (each, a “Service Vesting Date”), provided in each case that the Participant has been continuously employed by the Company as the Chief Executive Officer (“CEO”) thereof (or in another employee role with the Company Group, as approved by the Board or a committee thereof in its sole discretion) (“Continuously Employed”) from the Grant Date through the applicable Service Vesting Date (the “Service-Vesting Condition”). If the Participant ceases to be Continuously Employed prior to the fifth anniversary of the Grant Date, except as otherwise expressly provided below in the case of the Participant’s death or Disability (or qualifying termination following a Change in Control), all Performance Share Units that have not yet Service Vested as of the date of such termination shall be immediately and automatically forfeited on the date of termination without any further action by the Company, and without any payment of compensation to the Participant (“Forfeited”), and (except in the case of a Termination of Service for Cause) all Performance Share Units that have previously Service Vested but not yet Fully Vested shall remain outstanding and eligible to Fully Vest upon satisfaction of the Performance-Vesting Condition (and shall be Forfeited to the extent not Fully Vested should the Performance-Vesting Condition become unattainable). Any Fully Vested Performance Share Units will be settled in accordance with Section 4. For the avoidance of doubt, this Section 3 is intended to and shall supplement and apply in lieu of any alternative provisions in Section 8.2 of the Plan.
(ii)Performance-Vesting Condition. The “Performance-Vesting Condition” shall be attained and satisfied in accordance with Appendix I hereto.
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(b)Death; Disability. If the Participant dies or becomes Disabled before the fifth anniversary of the Grant Date, a pro rata portion of the Target (as defined in Appendix I) Performance Share Units shall become Fully Vested as of her date of death or the date on which she is determined to be Disabled (for clarity, less any Performance Share Units that were already Fully Vested by their terms prior to such date, but not reduced below zero). Pro-rating shall be determined based on the number of completed months of the Participant being Continuously Employed during the period from the Grant Date through and including the date of such Termination of Service, relative to the 60-month period from the Grant Date through the fifth anniversary thereof, and such Performance Share Units shall be settled in accordance with Section 4. For clarity, all Performance Share Units granted pursuant to this Award that are not Fully Vested as of the date of the Participant’s date of death or the date on which she is determined to be Disabled (after taking into account the vesting contemplated by this Section 3(b)) shall be immediately and automatically Forfeited.
(c)Retirement. For the avoidance of doubt, except as set forth in Section 3(e) below, in the event that the Participant resigns from employment before the fifth anniversary of the Grant Date, any Performance Share Units that have not Service Vested prior to such resignation shall not continue to Service Vest thereafter, but shall instead immediately be Forfeited, regardless of whether the Participant otherwise satisfies the conditions for Retirement eligibility under the Plan.
(d)Termination for Cause. In the event that the Participant incurs a Termination of Service due to Cause or it is determined after a Termination of Service that circumstances existed at the time of such Termination of Service that would have permitted the Participant to be terminated for Cause, then (i) all Performance Share Units, including any Performance Share Units that have Fully Vested but not yet settled, shall be immediately Forfeited upon such Termination of Service or subsequent determination (as applicable), and (ii) the Company shall have the right to require the Participant to repay amounts previously received by her or the equivalent number of Shares issued in settlement of vested Performance Share Units hereunder.
(e)Change in Control.
(i)No Assumption of Performance Share Units. In the event of a Change in Control, if the Performance Share Units are not the subject of an Assumption as provided in Section 9.3 of the Plan, then provided that the Participant has been Continuously Employed through the date of such Change in Control, the Performance Share Units shall Fully Vest on the date of the Change in Control (to the extent not previously Fully Vested), assuming achievement at Target (as defined in Appendix I), and shall be settled in accordance with Section 4; provided, however, that upon the consummation of any such Change in Control described in this Section 3(e)(i), (A) the Shares attributable to such vested Performance Share Units, or a cash amount equivalent to the Fair Market Value thereof as of the date of such Change in Control, at the election of the Company or its successor in its sole discretion as to which, shall be placed in an irrevocable grantor trust (a “Rabbi Trust”), of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, for the benefit of the Participant and subject only to the claims of general creditors of the
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Company in the event that the Company is unable to pay its debts as they become due or is subject to a pending proceeding as a debtor under the United States Bankruptcy Code; and (B) any cash amounts placed in the Rabbi Trust shall be credited with any earnings on such amounts through the settlement date of the principal cash amount concurrently with the settlement thereof, with the timing of settlement determined in accordance with Section 4(b).
(ii)Assumption of Performance Share Units. In the event of a Change in Control, if the Performance Share Units are the subject of an Assumption as provided in Section 9.3 of the Plan, then provided that the Participant has not incurred a Termination of Service prior to the Change in Control, the Performance Share Units shall be converted into a number of Restricted Stock Units (as defined in the Plan) equal to the number of Performance Share Units granted pursuant to Section 2 (i.e., assuming achievement at Target (as defined in Appendix I)). Such Restricted Stock Units shall Fully Vest on the Service Vesting Dates (or, to the extent Service Vested as of the Change in Control, upon the Change in Control) based solely on satisfaction of the Service-Vesting Condition, and otherwise in accordance with the remaining provisions of this Section 3. Notwithstanding the foregoing, subject to the Participant’s timely execution and non-revocation of a general release and waiver in a form prescribed by the Administrator if so requested by the Company, the Restricted Stock Units shall Fully Vest upon Termination of Service (to the extent not previously Fully Vested) if the Participant incurs a Termination of Service without Cause, or for Good Reason, within 24 months after the Change in Control. Any such vested Restricted Stock Units shall be settled in accordance with Section 4. For purposes of this Section 3(e)(ii), “Good Reason” (I) shall have the meaning set forth in the Participant’s employment agreement, offer letter or similar agreement or, a change in control or severance plan applicable to the Participant, or (II) if the Participant is not then a party to an employment agreement, offer letter or similar agreement or covered by a change in control or severance plan that defines Good Reason or a comparable term, shall mean (A) a material reduction in the Participant’s base compensation and target annual incentive opportunity from their levels in effect immediately prior to the Change in Control (without regard to any change in the value of this Award), or (B) a requirement that the Participant relocate her place of work to a location that is (x) more than 50 miles from the Participant’s then-present place of work and (y) no closer to the Participant’s then-present place of residence than the Participant’s then-present place of work; provided that the Participant notifies the Company in writing of the circumstances constituting Good Reason within 30 days after such circumstances occur, the Company fails to cure the circumstances within 30 days after receipt of such notice, and the Participant resigns within 30 days after the end of such cure period.
(iii)Cessation of Continuous Employment Prior to a Change in Control. For the avoidance of doubt, if the Participant ceases to be Continuously Employed before the occurrence of a Change in Control, then, in all cases, (A) any Performance Share Units that became Service Vested pursuant to Section 3(a) before the date of such Change in Control but which have not otherwise Fully Vested as of the date of such Change in Control shall become Fully Vested upon such Change in Control,
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assuming achievement at Target (as defined in Appendix I), and shall be settled in accordance with Section 4; and (B) any Performance Share units that were not Service Vested as of such date shall be Forfeited.
4.Settlement.
(a)Payment in Shares or Cash. The Company (or its successor) in its discretion shall settle the Fully Vested Performance Share Units (including any Dividend Equivalents credited pursuant to Section 8(c)) or Restricted Stock Units (as applicable) either by: (i) causing its transfer agent for Shares to register Shares in book-entry form in the name of the Participant (or, in the discretion of the Administrator, issuing to the Participant a stock certificate) representing a number of Shares equal to the number of Performance Share Units becoming Service Vested in accordance with Section 3 multiplied by the Performance Multiplier (or, in the case of a conversion of Performance Share Units to Restricted Stock Units pursuant to Section 3(e)(ii), the number of such Restricted Stock Units), (ii) paying to the Participant an amount equal to the Fair Market Value of the number of Shares described in clause (i), or (iii) by a combination of the methodologies described in clauses (i) and (ii).
(b)Payment Timing. Subject to Section 11.5(c) of the Plan, such payment or transfer of Shares shall occur not later than 60 days after the following, as applicable: (i)  the fifth anniversary of the Grant Date and the Administrator’s determination of the Performance Multiplier in the case of vesting under Section 3(a); (ii) the Participant’s death; (iii) the date on which the Participant is determined to be Disabled pursuant to Section 3(b); (iv) in the case of a Change in Control as described in Section 3(e), except as set forth in clause (v) of this sentence, the fifth anniversary of the Grant Date; or (v) the date of the Participant’s qualifying Termination of Service within 24 months after a Change in Control as described in Section 3(e)(ii).
(c)Tax Liability and Withholding.
(i)Unless otherwise determined by the Administrator (and, to the extent that the Participant is subject to Section 16 of the Exchange Act, in accordance with an available exemption under Section 16(b) thereof), at the time that Shares are issued to the Participant, or any earlier such time in which Tax-Related Items (as defined below) may become due and payable, the Company may satisfy the minimum withholding obligation with respect to such Tax-Related Items (including the FICA and Medicare tax obligation) required by law with respect to the distribution of Shares (or other taxable event) by withholding from Shares issuable to the Participant hereunder such number of Shares having an aggregate Fair Market Value equal to the amount of such required withholding. For clarity, the Company shall be entitled to deduct and withhold from any amounts otherwise payable to the Participant (or require remittance by the Participant of) any required tax withholding amounts associated with the Performance Share Units (or Restricted Stock Units), and the foregoing Share withholding terms shall not in any way limit the Company’s right to otherwise withhold (or require remittance of) Tax-Related Items for which it is required to withhold.
(ii)Notwithstanding the foregoing, the Participant acknowledges that, regardless of any action taken by the Company Group, the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items
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(collectively, “Tax-Related Items”) related to the Participant’s participation in the Plan and legally applicable or deemed applicable to the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company Group.
5.No Transfer or Assignment of Performance Share Units; Restrictions on Sale. Except as otherwise provided in this Agreement, the Performance Share Units and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares represented by the Performance Share Units are delivered to the Participant or her designated representative. The Participant shall not sell any Shares, after issuance pursuant to Section 4, at any time when Applicable Law or Company policies prohibit a sale.
6.Securities Laws. No Shares shall be issued if the issuance would violate:
(a)Any applicable state securities law;
(b)Any applicable registration or other requirements under the Securities Act or the Exchange Act, or the listing requirements of any exchange on which the Shares are listed; or
(c)Any applicable legal requirements of any governmental authority.
7.Restrictive Covenants; Forfeiture. In consideration of this Award, the Participant agrees to all Restrictive Covenants to which she is a party or by which she is bound. The provisions of Section 3 to the contrary notwithstanding, in addition to any other remedy set forth in any agreement containing Restrictive Covenants, the Participant’s Performance Share Units (or Restricted Stock Units, if applicable), whether or not then vested, shall be immediately Forfeited and cancelled in the event of the Participant’s breach of any Restrictive Covenant.
8.Miscellaneous Provisions.
(a)Clawback. The Performance Share Units, any Shares or cash paid to the Participant, and the proceeds of the sale of any such Shares, shall be subject to the forfeiture and clawback provisions of the Plan as in effect from time to time, and any compensation deduction, cancellation, clawback or recoupment policies that are approved by the Board or by the Administrator (whether approved prior to, on or after the Grant Date) as such policies may be applicable to a covered employee from time to time, or as may be required to be made pursuant to any applicable currently effective or subsequently adopted law, government regulation or stock exchange listing requirement or any policy adopted by the Company Group or affiliate of the Company pursuant to any such law, government regulation or stock exchange listing requirement which provides for such deduction, cancellation, clawback or recovery. Without limiting the generality of the foregoing, such policies may require the cancellation of this Award to the Participant, or may require the Participant to repay amounts previously received by her pursuant to this Award, in the event that either the Participant breaches any Restrictive Covenant or obligation, or if it is determined after a Termination of Service that the Participant could have been terminated for Cause, and may also provide for any amounts payable under this Award to be offset by any amounts previously paid to the Participant under any incentive plan that are required to be repaid pursuant to any such deduction, cancellation, clawback or recoupment
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policies. To the maximum extent permitted by applicable law, the Participant consents to any such offset, deduction, cancellation, clawback or recoupment.
(b)Rights as a Stockholder. Neither the Participant nor the Participant’s representative shall have any rights as a stockholder with respect to any Shares underlying the Performance Share Units until the date that the Company delivers such Shares to the Participant or the Participant’s representative.
(c)Dividend Equivalents. As of each dividend date with respect to Shares during the period from the Grant Date through the settlement date of this Award (determined pursuant to Section 4), an unvested Dividend Equivalent shall be awarded to the Participant in the dollar amount equal to the amount of the cash dividend that would have been paid on the number of Shares equal to the number of Performance Share Units held by the Participant as of the close of business on the record date for such dividend. Such Dividend Equivalent amount shall be converted into a number of Performance Share Units equal to the number of Shares that could have been purchased at the Fair Market Value on the dividend payment date with such dollar amount, rounded down to the nearest whole number of Shares, assuming achievement at Target (as defined in Appendix I). (For the avoidance of doubt, fractional Performance Share Units shall not be credited pursuant to the foregoing sentence.) In the case of any dividend declared on Shares which is payable in Shares, the Participant shall be awarded an unvested Dividend Equivalent of an additional number of Performance Share Units equal to (i) the product of (A) the number of her Performance Share Units then held on the related dividend record date multiplied by (B) the number of Shares (including any fraction thereof) distributable as a dividend on a Share, and (ii) rounded down to the nearest whole number if the amount produced by clause (i) of this sentence includes fractional Shares. All such Dividend Equivalents credited to the Participant shall (i) be added to and in all respects thereafter be treated as additional Performance Share Units under this Agreement (subject to Section 11.17 of the Plan), (ii) only be paid to the extent the Performance Share Units to which the Dividend Equivalents relate vest, and (iii) subject to Section 3(b) or 3(e) (if applicable), be adjusted based on the greater of the actual achievement for the Stock Price Metric or the actual achievement of the Relative TSR Metric set forth in Appendix I.
(d)No Retention Rights or Rights to Future Awards. Nothing in this Agreement shall confer upon the Participant any right to continue in the employment or service of the Company for any period of time or interfere with or otherwise restrict in any way the rights of the Company or of the Participant, which rights are hereby expressly reserved by each, to terminate her employment or service at any time and for any reason, with or without Cause. The grant of this Award to the Participant does not create any contractual or other right to receive a future Award or benefits in lieu of a future Award. The terms of this Award may not be identical to any other Awards granted to the Participant, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
(e)Effect on Benefit Plans. Neither the value of the Performance Share Units, nor any Shares or other payments received by the Participant in settlement of the Performance Share Units, shall be considered qualifying compensation or earnings for purposes of any employee benefit plan in which the Participant participates, unless otherwise explicitly provided by such plan.
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(f)Notices. Any notice required or permitted by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company, Attention: General Counsel, at its principal executive office and to the Participant at the address that she most recently provided to the Company. To the extent provided by the Administrator, notice may also be given by e-mail or other electronic means.
(g)Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, if the Participant is bound by any restrictive covenant contained in a previously-executed agreement with the Company, such restrictions shall be read together with the Participant Covenants to provide the Company with the greatest amount of protection, and to impose on the Participant the greatest amount of restriction, allowed by law. No alteration or modification of this Agreement shall be valid except by a subsequent written instrument executed by the parties hereto; provided that for the Company, the written instrument must be approved by the Administrator. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver shall be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.
(h)Choice of Law; Venue; Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware. The Company and the Participant stipulate and consent to personal jurisdiction and proper venue in the state or federal courts of Cook County, Illinois and waive each such party’s right to objection to an Illinois court’s jurisdiction and venue. The Participant and the Company hereby waive their right to jury trial on any legal dispute arising from or relating to this Agreement, and consent to the submission of all issues of fact and law arising from this Agreement to the judge of a court of competent jurisdiction as otherwise provided for above.
(i)Successors.
(i)Limitation on Assignment. This Agreement is personal to the Participant and, except as otherwise provided in Section 5 above, shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution, without the written consent of the Administrator. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives.
(ii)Company and Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors.
(j)Severability. If any provision of this Agreement for any reason shall be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or
8

in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.
(k)Section 409A. Anything in this Agreement to the contrary notwithstanding:
(i)General. This Agreement shall be interpreted so as to comply with or satisfy an exemption from Section 409A. The Administrator may in good faith make the minimum modifications to this Agreement as it may deem appropriate to comply with Section 409A while to the maximum extent reasonably possible maintaining the original intent and economic benefit to the Participant and the Company of the applicable provision; provided that in no event shall the Company be responsible for any taxes under Section 409A that arise in connection with any amounts payable under the Plan or this Agreement.
(ii)Specified Employees. To the extent required by Section 409A(a)(2)(B)(i), settlement of Performance Share Units to the Participant who is a “specified employee” that is due upon the Participant’s “separation from service” as defined by Section 409A shall be delayed and paid in a lump sum within ten business days (and the Company shall have sole discretion to determine the taxable year in which it is paid) after the earlier of the date that is six months after the date of such “separation from service” as defined by Section 409A or the date of the Participant’s death after such “separation from service” as defined by Section 409A. For such purposes, whether the Participant is a “specified employee” shall be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i), with the “identification date” to be December 31 and the “effective date” to be the April 1 following the identification date (as such terms are used under such regulation).
(l)Non-U.S. Employees. If the Participant is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Administrator may apply or interpret the terms and conditions of this Award in a manner that, in the Administrator’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.
(m)Headings; Interpretation. The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.
9

UL SOLUTIONS INC. 2024 LONG-TERM INCENTIVE PLAN
APPENDIX I
SUPPLEMENT TO
CEO SPECIAL PERFORMANCE AWARD AGREEMENT

Performance-Vesting Condition
The Performance-Vesting Condition referenced in Section 3 shall be attained and satisfied if the Performance Multiplier determined pursuant to this Appendix I is greater than 0%.
Target:
“Target” will be a number of Shares displayed in the electronic grant statement. Payout at Target will occur in the event of a Stock Price Performance Multiplier of 100%.
Grant Date:
June 1, 2026
Performance Periods:
Stock Price Metric Performance Period: December 1, 2028 through June 1, 2031
Relative TSR Metric Performance Period: Grant Date through June 1, 2031
Performance Metrics:
Stock Price Metric:
•The Stock Price Metric will be satisfied if Stock Price Appreciation of at least 50% is attained during the Stock Price Metric Performance Period, with a resulting “Stock Price Performance Multiplier” ranging from 50% to 100%, with linear interpolation for Stock Price Appreciation greater than 50% and less than 100%.
•If the Company’s Stock Price Appreciation is less than 50%, then the Stock Price Performance Multiplier will be 0% and no payout will be made pursuant to the Stock Price Metric.
•If the Company’s Stock Price Appreciation exceeds 100%, then the Stock Price Performance Multiplier will be 100%.
Relative TSR Metric:
•Alternatively, the Award will be eligible for payout pursuant to the Relative TSR Metric if the Company’s Cumulative TSR is at or above the 55th percentile of the Cumulative TSR of the S&P 500 Index Companies, with a resulting “Relative TSR Performance Multiplier” of 60%.
•If the Company’s Cumulative TSR is below the 55th percentile of the Cumulative TSR of the S&P 500 Index Companies, then the Relative TSR Performance Multiplier will be 0% and no payout will be made pursuant to the Relative TSR Multiplier.
Calculation of Performance Multiplier:
Final payout will be a number of Shares equal to the Shares Granted (as referenced in this Agreement) multiplied by the Performance Multiplier. The “Performance Multiplier” will be the greater of the Stock Price Performance Multiplier or the Relative TSR Performance Multiplier.
I-1

For purposes of this Agreement, the following definitions apply:
•“Cumulative TSR” is the cumulative change in a company’s stock price, plus aggregate dividends, during the Relative TSR Metric Performance Period. For purposes of calculating the Cumulative TSR of the Company and the S&P 500 Index Companies:
oA company’s stock price at the beginning of the Relative TSR Metric Performance Period shall be the average closing sales price of such company’s common stock on the applicable exchange during the sixty (60)-trading day period preceding the Grant Date;
oA company’s stock price at the end of the Relative TSR Metric Performance Period shall be the average closing sales price of such company’s common stock on the applicable exchange during the last sixty (60) trading days of the Relative TSR Metric Performance Period; and
oAll dividends shall be assumed to be reinvested on the applicable ex-dividend date.
•“S&P 500 Index Companies” are the companies comprising the S&P 500 Index as of the Grant Date (which, for the avoidance of doubt, shall (i) include only the primary share class listing of any company and (ii) not include the Company), with subsequent adjustments to omit any companies that are acquired during the Relative TSR Metric Performance Period. For purposes of determining the Cumulative TSR of the S&P 500 Index Companies, any companies that file for reorganization under Chapter 11 of the U.S. Bankruptcy Code or liquidation under Chapter 7 of the U.S. Bankruptcy Code during the Relative TSR Metric Performance Period shall be deemed as having the lowest Cumulative TSR of the S&P 500 Index Companies.
•“Stock Price Appreciation” is the percentage increase in the price of the Company’s Class A Common Stock, if any, from the Initial Stock Price to the High-Water Mark Stock Price.
o“Aggregate Dividends” are the aggregate dividends recorded with respect to the Company’s Class A Common Stock (if any) determined (i) with respect to the Initial Stock Price, with an ex-dividend date during the sixty (60) trading days immediately preceding the Grant Date, and (ii) with respect to the High Water Mark Stock Price, with an ex-dividend date during the period beginning on the sixtieth (60th) day preceding the Grant Date and ending on the applicable date during the Stock Price Metric Performance Period for which a High-Water Mark Stock Price is being calculated. Dividends shall be deemed reinvested on the applicable ex-dividend date.
oThe “Initial Stock Price” is the average closing sales price of the Company’s Class A Common Stock on the New York Stock Exchange (“NYSE”) during the sixty (60) trading days immediately preceding the Grant Date, as set forth in the
I-2

electronic grant statement above, adjusted to include Aggregate Dividends (if any).
oThe “High-Water Mark Stock Price” is the highest sixty (60)-trading day average closing sales price of the Company’s Class A Common Stock on the NYSE during the Stock Price Metric Performance Period, adjusted to include Aggregate Dividends (if any).
Notwithstanding the foregoing, in accordance with the Plan, the Administrator reserves the right to amend or adjust the results of one or more Performance Metrics.
























































325539164v.17

I-3
EX-31.1 3 exhibit311q22026.htm EX-31.1 Document

Exhibit 31.1


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jennifer Scanlon, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of UL Solutions Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 4, 2026
 By /s/ Jennifer F. Scanlon
Jennifer F. Scanlon
President and Chief Executive Officer
(Principal Executive Officer)

EX-31.2 4 exhibit312q22026.htm EX-31.2 Document

Exhibit 31.2


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan Robinson, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of UL Solutions Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 4, 2026
 By /s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

EX-32.1 5 exhibit321q22026.htm EX-32.1 Document

Exhibit 32.1


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

I, Jennifer Scanlon, President and Chief Executive Officer of UL Solutions Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2026 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 4, 2026
 By /s/ Jennifer F. Scanlon
Jennifer F. Scanlon
President and Chief Executive Officer
(Principal Executive Officer)

EX-32.2 6 exhibit322q22026.htm EX-32.2 Document

Exhibit 32.2


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

I, Ryan Robinson, Executive Vice President and Chief Financial Officer of UL Solutions Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2026 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 4, 2026
 By /s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)