ULS 10-K & 10-Q changes, risk factors and insider trading

UL Solutions’ business is subject to various risks and uncertainties. The following summary highlights some of the risks the Company is exposed to in the normal course of its business activities. If any of these risks actually occur, the Company’s business, financial condition orand results of operations could be materially and adversely affected. This summary is not complete and the risks summarized below are not the only risks the Company faces. You should review and consider carefully the risks and uncertainties described in more detail following this summary in this Item 1A of Part I, which includes a more complete discussion of the risks summarized below, as well as a discussion of other risks related to the Company’s business and an investment in its Class A common stock.

•Because the Company’s success depends substantially on the value of its brand and reputation, any adverse publicity, damage to its brand or loss of reputation could impact the demand for its services, erode its market share or otherwise have a material adverse effect on its business.business, financial condition and results of operations.

•The Company or the third parties that it interacts with face cybersecurity risks and may fail to adequately secure or maintain the confidentiality, integrity or availability of data held as a result of a compromise of systems or data, which could result in a material adverse effect on the Company’s businessbusiness, financial condition and results of operations, and it may incur increasing costs in an effort to mitigate this risk. The Company is subject to evolving and complex data privacy and data protection laws, the violation of which could result in significant fines, operational restrictions or reputational harm.

•The Company maintains significant international operations and is subject to a variety of risks associated with doing business outside the United States, including difficulties associated with maintaining compliance with numerous laws and regulations, the imposition of tariffs and enhanced trade, import or export restrictions or changes in U.S. trade policy or similar government actions, general economic, social and political conditions and geopolitical tensions in countries where it operates and the need to expand into, and compete in, new jurisdictions resulting from shifts in supply chains.

•The Company conducts significant business in China, including through its joint venture with CCIC, and is therefore subject to China’s laws and regulations,regulations. which can be complex and evolve rapidly. The Chinese government has the power to exercise significant oversight and discretion over the conduct of the Company’s business in China, and theThese laws and regulations to which it is subject may change rapidly and with little notice. These laws and regulationsnotice, may be interpreted, applied or enforced inconsistently by different agencies or authorities and may be inconsistent with or restrictive of the Company’s current operations. Any new or changed regulations and policies, including in the economic policies of China, could result in a material change in the Company’s operations and could have a material adverse effect on its business.operations. The Chinese government mayhas alsothe intervenepower into orexercise influencesignificant oversight and discretion over the conduct of the Company’s business in China at any time, without notice, including placing restrictions on its operations in China.

•The Company is subject to risks related to sustainability and corporate social responsibility.sustainability.

•Allegations of the Company’s failure to properly perform its services may expose it to potential product and other liability claims, recalls, penalties and reputational harm or could otherwise cause a material adverse effect on the Company’s business.business, financial condition and results of operations.

•Any unethical conduct by the Company’s employees, agents, contractors, partners, Underwriters Laboratories Inc. (“UL Research Institutes”) or ULSE Inc. (“UL Standards & Engagement”) could result in financial penalties or affect the Company’s brand, reputation or image, any of which could have a material adverse impacteffect on its business, financial condition and results of operations.

•The substantial ownership of the Company’s common stock by UL Standards & Engagement, together with the dual class structure of the Company’s common stock and UL Standards & Engagement’s governance and consent rights under the Company’s Amended and Restated Certificate of Incorporation and that certainthe Stockholder Agreement, dated as of April 2, 2024, by and between the Company and UL Standards & Engagement, concentrates voting control with UL Standards & Engagement for the foreseeable future, which will limit the ability of the Company’s other stockholders to influence corporate matters, including the election or removal of directors and the approval or rejection of any change of control transaction.

Because our success depends substantially on the value of our brand and our reputation as a market leader in the TIC services industry, adverse publicity, damage to our brand or a loss of reputation could impact the demand for our services or erode our market share or otherwise have a material adverse effect on our business.business, financial condition and results of operations.

Our reputation and the value of our brand are critical to our business. Adverse publicity concerning the quality or effectiveness of our services, safety or non-compliance issues with products we have tested or certified, whether or not directly relating to or involving the services we performed, and other matters, including adverse publicity about, or events relating to, UL Research Institutes, UL Standards & Engagement or their research or standard-setting activities (which we cannot control), could result in the loss of our existing customer relationships, our inability to attract new customers, legal claims, government or regulatory investigations, increased insurance costs or diminished trust from AHJs, all of which could adversely affect our businessbusiness, financial condition and results of operations. The value of our brand and our reputation could be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in substantial litigation.

Any such incidents, and any resulting adverse publicity, may arise from events that are beyond our control, such as international trade disputes, regulatory changes, market fluctuations, supply chain constraints, actions taken by our customers, employees or other third parties and poor quality control in our customers’ manufacturing processes. For example, part of our businessesbusiness involveinvolves testing and inspecting products, facilities, processes, components and systems against various legal, regulatory, industry and customer standards and requirements, but we do not serve as an AHJ or other enforcement body in connection with such testing and inspection services. Misunderstandings regarding our role in our customers’ compliance processes or the failure by our customers or other third parties to appropriately and effectively use and act on the findings of our assessments could lead to reputational harm. In addition, from time to time, our customers and others make claims and take legal action against us, UL Research Institutes or UL Standards & Engagement. Whether or not any such claims have merit, they may adversely affect our reputation, our customers’ trust in our brand and the demand for our services. Demand for our services could also diminish significantly if any such incidents or other matters erode general confidence in us or our services, which would likely result in reputational damage or lower sales, either of which could materially and adversely affect our businessbusiness, financial condition and results of operations.

The TIC industry is currently highly competitive and fragmented, and our ability to effectively compete depends heavily on our brand and reputation. Any real or perceived issues with delivering our services to our customers or our failure to provide high-quality services to our customers could adversely affect our brand and reputation. Our customers may no longer choose us over our competitorscompetitors, and our relevance with key stakeholders, such as AHJs, may be diminished. This, in turn, could cause us to lose market share and our market leadership position, which could have a material adverse effect on our business, financial condition and results of operations. Further, if there is increased consolidation in the TIC industry in the future amongst our competitors, it may result in the loss of our market leadership position as competitors with greater financial, marketing and technical resources emerge,emerge. As a result, the demand for our products and services could decrease, which could have a material adverse effect on our business, financial condition,condition and results of operations and cash flows.operations.

Technological advances in AI may in the future disrupt the S&Aindustries portionin ofwhich thewe industry,operate, which could significantly reduce the demand for our services or otherwise adversely impact our businessreputation, orbusiness, reputationfinancial condition and results of operations if we are unable to successfully keep pace and navigate this evolving environment.

We use machine learning and AI technologies in our business, and we are making investments in expanding AI capabilities in our products, services and tools, including developing new product features using AI technologies. However, AI technologies are complex and rapidly evolving, and we face significant competition from other companies as well as an evolving regulatory landscape. The proliferation of new and emerging AI technologies, such as generative AI, in the S&A industry may require additional investment in the development of proprietary datasets and machine learning models, new approaches and processes to provide attribution or remuneration to creators of training data and appropriate protections and safeguards for handling the use of customer data with AI technologies, which may be costly and could impact our expenses if we decide to expand AI technologies in our S&Asoftware product offerings. Ultimately, our failure to incorporate AI technologies in our product offerings in a timely, effective and compliant manner may place us at a competitive disadvantage, reducing demand for our offerings and adversely affecting our business results; however, there can be no assurance that the usage of or our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.

Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Several jurisdictions around the globe, including Europe, China and certainthe U.S.United states,States, have already proposed frameworks or proposed or enacted laws and regulations governing AI. For example, in the United States, an Executive Order was issued on the Safe, Secure and Trustworthy Development and Use of AI, emphasizing the need for transparency, accountability and fairness in the development and use of AI. The order seeks to balance fostering innovation with addressing risks associated with artificial intelligence by providing eight guiding principles and priorities, such as ensuring that consumers are protected from fraud, discrimination and privacy risks related to AI. The order also calls for future regulations from various agencies, such as the U.S. Federal Trade Commission (to ensure fair competition and reduce consumer harm) and, in alignment with the order, other agencies have published guidance, such as the Cybersecurity and Infrastructure Security Agency. In Europe, on August 1, 2024,including the EU Artificial Intelligence Act (the “EU AI Act”). enteredThe intoEU force,AI andAct establishes a comprehensive, risk-based governance framework for AI in the EU market.market The majority of the substantive requirements will apply from August 2, 2026. The EU AI Actand applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case - includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and fines for breach.

In China, a number of regulations to govern AI have been implemented, namely the Interim Provisions on Management of Generative Artificial Intelligence Services, Administrative Provisions on Algorithm Recommendation for Internet Information Services and Provisions on Management of Deep Synthesis in Internet Information Service, respectively.respectively, Such regulationswhich impose strict obligations on service providers, among other entities, with respect to their provision and use of generative AI, algorithmic recommendation and deep synthesis technologies. For example, service providers must file the algorithms used and complete a security assessment with the localCyberspace Administration of China (the “CAC”) before the provision of the AI service. The regulatory framework in China is expected to have a material impact on the way AI is regulated in China, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide and to improve our services. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.

A failure to effectively leverage emerging AI technologytechnologies in our internal operations and management of our business may adversely impact the efficiency of our operations and our ability to keep pace with our competitors and may expose us to regulatory and other risks.

As machine learning and AI technologytechnologies continuescontinue to evolve, more companies are leveraging these technologies to improve efficiencies and maximize opportunities with respect to the management of their respective businesses. We continue to evaluate the ability to leverage such technologies for our own internal operations, including, among other things, fuzzy searches, data extraction and content summarization. However, if we fail to effectively utilize and implement such technologies, or our utilization of such technologies is restricted as the regulatory environment around AI technologies evolves, our business may become less efficient or exposed to greater regulatory risk and may be at a competitive disadvantage. Further, the introduction of AI technologies into our operations may result in new or enhanced governmental or regulatory scrutiny, confidentiality (including placing our employees’ and our customers’ confidential information at risk) or security risks, ethical concerns, legal liability or other complications that could adversely affect our business, reputation and financial results.

Our business is highly competitive.competitive, and the success of our business depends, in part, on our ability to develop new proprietary technical solutions, increase the functionality of our current solutions and develop our reputation as a technology leader. If we fail to compete successfully, or if we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be adversely affected.

Our success depends on our ability to continue to innovate, develop and introduce new software and techniques to support our services in order to continue to meet the requirements of our customers better than our competitors. We face competition from other providers of TIC and S&A services, as well as from new competitors such as start-ups and private equity-backed companies. We generally compete with them on the basis of quality, service, reputation, cost, capacity and turn-around time of our services and our reputation with third parties, such as retailers and regulators. If our services, supply, support, distribution, cost structure or reputation do not enable us to continue competing successfully with our current competitors, or to compete in the future with any new market entrants, our business, financial condition and results of operations could be materially adversely affected.

Our future success and competitive advantage also depend on our ability to keep pace with rapid technological changes that could make our services less competitive or obsolete and on our ability to increase customer adoption of our services, including our SaaS offerings. Our customers are continuously innovating their products and technology and generally expect us to keep pace with their innovations. We risk losing market share if we fail to adapt quickly enough to market needs in areas like AI, embedded software, functional safety and other new technologies as they evolve. Our competitors or others might develop technologies or services that are more effective or commercially attractive than our current or future offerings, or that render our technologies or services obsolete. OurFurthermore, if our competitors have greater resources and access to funding, they may alsobe able to finance the development of new technologies before we are able to do so, which may allow them to enter new markets and monetize their data solutions more quickly or effectively than us.us or provide lower-priced or better-quality services. If we fail to successfully monetize our data or data-based offerings, invest in the right technologies or innovate as technology and our customers’ needs evolve, or if our competitors introduce superior technologies or services and we cannot make enhancements to our own, our competitive position and, in turn, our business, financial condition and results of operationsoperations, could be materially and adversely affected. Many of the markets in which we compete, including cybersecurity and connected devices, are also subject to evolving industry and information technology (“IT”) operational standards and regulations, resulting in increasing compliance requirements for us and our customers. To the extent we expand further into highly regulated industries, our services may need to address additional requirements specific to those industries.

We maintain significant international operations, including operations in Greater China (mainland China, Hong Kong and Taiwan), Japan, Germany, the Republic of Korea, Italy and Canada, as well as other countries. We continue to increase our global footprint. For example, since 2022, we have opened additional laboratories in Mexico, the Republic of Korea, Vietnam and Taiwan. In 2024,2025, approximately 59.0% of our revenue was generated from customers outside the United States. Any unfavorable government policies, whether in the United States or otherwise, including increased scrutiny on companies with significant operations outside the United States, may affect our competitive position, our ability to participate in state-sponsored programs, our ability to raise capital, the hiring of personnel or the demand for our services or prevent us from offering our services. As a result, we are subject to a number of risks and complications associated with international sales, services and other operations, as well as risks associated with U.S. regulations, national security priorities or foreign policy. These include:

•general economic, social and political conditions in countries where we operate, including international and U.S. tradetrade, national security and other foreign policies, currency exchange rate fluctuations and political and economic instability;

•inflation, deflation and stagflation in any country in which we have operationsoperate;

Further, we operate in a number of countries throughout the world, including in countries that lack developed legal systems or do not have as strong a commitment to anti-corruption and ethical behavior as is required by U.S. laws or by our corporate policies. In addition, based on the nature of our services and our structure, we dealinteract with both governments and government-owned business enterprises, suchincluding asin connection with our 70% joint venture interest in UL-CCIC Company Limited (“UL-CCIC”). joint venture, in which 30% of the equity interest is owned by China Certification & Inspection (Group) Co., Ltd. (“CCIC”), a Chinese state-owned enterprise. Therefore, we are subject to the risk that we, our officers, directors, employees, business partners, joint venture partners or any third party that we engage to do work on our behalf may take action determined to be in violation of anti-corruption laws in the jurisdictions in which we conduct business, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act 2010 (the “Bribery Act”) and the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”), which prohibit corruptly providing, offering, promising or authorizing, directly or indirectly, anything of value to foreign officials, political parties or candidates for political office for the purposes of obtaining or retaining business or securing any improper business advantage. The provisions of the Bribery Act also prohibit non-governmental commercial bribery, soliciting or accepting bribes and “facilitation payments,” or small payments to low-level government officials to expedite routine approvals. The Bribery Act also has an offense applicable to corporate entities and partnerships that carry on part of their business in the United KingdomUK that fail to prevent bribery, which can take place anywhere in the world, by persons who perform services for or on behalf of them, subject to a defense of having adequate procedures in place to prevent the bribery from occurring. The offense could render parties criminally liable for the acts of their agents, joint venture partners or commercial partners, even if done without their knowledge.

Compliance with multiple, and potentially conflicting, international laws and regulations, including anti-corruption laws, may be difficult, burdensome or expensive. U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. We maintain internal controls, policies and procedures to promote compliance by our directors, officers, employees oremployees, business partners and third parties acting on our behalf with the FCPA, the Bribery Act, the CFPOA and other applicable anti-corruption laws. However, we can make no assurance that our controls, policies and procedures, even if enhanced, have been or will be followed at all times or will effectively detect and prevent all violations of the applicable laws. Further, in connection with past and future acquisitions by us, there is a risk of successor liability relating to such laws in connection with prior actions or alleged actions of an acquired company. Such matters or allegations related to such matters could adversely affect our reputation and the burden and cost associated with defending or resolving such matters could adversely affect our business, prospects, financial condition and results of operations.

We may be adversely affected by global and regional economic and political conditions. The uncertainty or deteriorationprolonged instability of the global economic and political environment could adversely affect us. Customers may modify, delay or cancel plans to purchase our services. Any inability of current or potential customers to purchase or pay for our services due to, among other things, declining economic conditions as a result of inflation, rising interest rates, changes in spending patterns and the effects of governmental initiatives to manage economic conditions may have a negative impact on our business, prospects, financial condition and results of operations. Additionally, we may face uncertainties in the business environment or volatility in financial markets due to policy shifts of changing administrations in certain key markets. ForThe example,U.S. followinggovernment has implemented or announced significant new tariffs on products manufactured in a wide range of countries, including China, Mexico, and countries in Southeast Asia. These actions have prompted a cycle of retaliatory tariffs and potential retaliatory tariffs by a number of these countries and the 2024United U.S.States. presidentialActions andthat congressionalour electionscustomers theretake mayto beadapt increasedto uncertaintynew andtariffs volatilityor other trade restrictions may, in theturn, globalrequire economyus andto financial markets created by anticipated shifts in U.S. and foreign trade, economic and other policies. Overall demand formodify our servicesoperations, which could be reducedtime-consuming asand aexpensive resultand have an adverse effect on our business, financial condition and results of a global financial crisis, economic recession or political unrest.operations.

ForFurther, example,recent U.S. intervention in Venezuela and the conflicts between Russia and Ukraine and in Israel, Gaza and surrounding areas have created increasingly volatile geopolitical and economic conditions around the world; however, we do not currently expect that eitherthese conflictsituations will have a material, direct impact on our business.business, financial condition and results of operations. In March of 2022, we made the decision to stop all work in Russia and Belarus and not take on or pursue any new customer orders related to those countries for the foreseeable future. However, geopolitical instability and adversity arising from suchglobal conflictsgeopolitical (including additional conflicts that could arise elsewhere in the world),conflicts, the imposition of sanctions, taxes or tariffs against Russia and Russia’s response (including retaliatory acts, such as cyber-attacks and sanctions against other countries)tariffs, and impacts to energy markets and supplies could adversely affect the global economy or specific international, regional and domestic markets we operate in, increase inflationary pressures, or disrupt our customers’ supply chains, which could in turn have a material adverse effect on our businessbusiness, financial condition and financialresults condition.of operations.

Enhanced trade tariffs, import restrictions, export restrictions, regulations of mainland China or other trade barriers could materially adversely affect our business.business, financial condition and results of operations.

We are continuing to expand our international operations as part of our growth strategy and have experienced an increasing concentration of sales in certain regions outside the United States. There is currently significant uncertainty about the future relationship between the United States and various other countries, most significantly mainland China, with respect to trade policies, investment access, treaties, government regulations and tariffs. Tariffs, trade restrictions or trade barriers that have been, and may in the future be, placed on products we test, inspect and certify by the U.S. and foreign governments, especially mainland China, have raised, and could further raise, amounts paid for some or all of our services, which may result in the loss of customers andor harm our business, and our financial condition and results of operations may be harmed.operations. Further tariffs may be imposed that could cover imports of components and materials used in our customers’ products, or our business may be adversely impacted by retaliatory trade measures taken by mainland China or other countries, including restricted access to components or materials used in our customers’ products or increased amounts that must be paid for their products, which could significantly reduce demand for our services, in turn materially harming our business, financial condition and results of operations. Further, the continued threats of tariffs, trade restrictions and trade barriers could have a generally disruptive impact on the global economy and, therefore, negatively impact our sales. Given the relatively fluid regulatory environment in mainland China and the United States and uncertainty regarding how the U.S. or foreign governments will act with respect to tariffs, international trade agreements and policies, there could be additional tax or other regulatory changes in the future. Any such changes could directly and adversely impact our business, financial resultscondition and results of operations. For a discussion of additional risks related to our business in China, see “—Risks Related to Conducting Business in China.”

Also, various countries, in addition to the United States, regulate the import and export of certain technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our SaaS and other technology solutions in those countries. Future changes in export and import regulations may create delays in the introduction of our technology solutions in international markets. Any change in export or import regulations, economic sanctions or related legislation, increased export and import controls or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our productstechnology solutions by, or in our decreased ability to export or sell our productstechnology solutions to, existing or potential customers with international operations. Any decreased use of our technology solutions or limitation on our ability to export or sell our technology solutions could adversely affect our business, financial condition and results of operations.

The success of our business depends on the actions of our employees. In our international locations, we are highly dependent on our local management and operating staff to serve our customers and operate our facilities in these markets in accordance with local law and best practices. If the local management or operating staff were to leave our employment, we would have to expend significant time and resources building up our management or operational expertise in these local markets. Such a transition could adversely affect our reputation in these markets and could materially and adversely affect our businessbusiness, financial condition and operatingresults results.of operations.

Additionally, the health and safety of our employees or those working on our behalf, and the security of our physical infrastructure, may be affected due to acts of violence or vandalism by anti-social elements. Although we take protective measures to ensure the safety of our employees at our global locations of work and transit,work-related travel, incidents of organized political demonstrations, civil unrest or random acts of rage can affect the safety of our assets and employees, impacting our businessbusiness, financial condition and operatingresults results.of operations.

We are also subject to other inherent risks attributed to operating in a global economy. As of December 31, 2024,2025, we leased or owned 9187 sites with laboratories spread across 2627 countries. If the international markets in which we compete are affected by changes in political, social, legal, economic or other factors—such as deterioration in U.S.-China relations, instability in the North Korean peninsula or South China Sea, the conflict between Russia and Ukraine or the conflictconflicts in Israel,the GazaMiddle East—our business, financial condition and surroundingresults areas—ourof business and operating resultsoperations may be materially and adversely affected. Uncertainty as a result of such changes may last for years and could also impact our customers’ businesses and operations. Our international operations may subject us to additional risks that differ in each country in which we operate and such risks may negatively affect our results.

Our current and future success dependdepends substantially on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities that are difficult to replace. We have attempted to mitigate this risk by providing what we view as market compensation and benefits, as well as appropriate retention incentives, including long-term incentive compensation with multi-year vesting provisions intended to incentivize and retain these key personnel. If we lose key members of our senior management operatingleadership team or are unable to effect smooth transitions from one executive to another as part of our succession plan, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and thiswhich could have a material adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to recruit, train and retain key employees—in particular, our technical personnel—including through the implementation of diversityinclusivity and inclusivityother human capital initiatives.

Our current and future success dependdepends substantially on our employees, including highly trained and skilled engineering, technical and professional personnel. We depend on the technical and regulatory know-how of our skilled and technical personnel, and competition for their talent is intense among our competitors. Particularly in highly specialized and technical areas, it has become more difficult to retain employees and meet all of our needs for employees in a timely manner, which could affect our growth. Although weWe intend to continue to devote significant resources to recruiting, training and retaining qualified employees—inemployees, particular,including through various inclusivity and other human capital initiatives. However, our technical talent—weefforts may not be ablesuccessful, toparticularly attract,in effectivelylight trainof andthe retainRestructuring thesePlan employees.(as Anydefined failurebelow), toor doour soefforts couldmay otherwise attract undesired scrutiny, which may result in additional risks, any of which may impair our ability to efficiently perform our contractual obligations, timely meet our customers’ needs and ultimately win new business, all of which could adversely affect our business, financial condition and results of operations.

•our ability to hire, assimilateonboard and deploy new employees;

•our employees’ inabilityability to obtain or retain required certifications;

We are subject to various EHS obligations, and we work with dangerous materials and in dangerous environments that could injure our employees, contractors or visiting customers,third parties, damage our or our customers’ facilities and disrupt our or our customers’ operations.

SomeAdditionally, some of our operations involve destructive testing and the handling of hazardous materials that may pose the risk of fire, explosion, human exposure to hazardous substances or the release of hazardous substances into the environment. For example, as part of our process for certifying a number of products, we use flammable materials and conduct fire testing, such as by setting houses on fire in our large-scale fire laboratories. We also recently openedoperate battery testing laboratories where we test lithium ionlithium-ion batteries that contain potentially explosive materials, including our new battery testing laboratory in Auburn Hills, Michigan.materials. Such events could result from the actions of our employees, operational failures, natural disasters or terrorist attacks, and might cause injury or loss of life to our employees and others, environmental contamination and property damage. Additionally, as discussed elsewhere in this Annual Report, much of our work, including the work we complete using dangerous materials or in dangerous environments, requires certain permits and other permissions. There is a risk that we, or any of the third parties who complete work for us or are permitted to use a portion of any of our laboratories, fail to obtain or maintain the requisite permits or permissions, on time or at all. Failure to properly handle, transport or dispose of these materials or otherwise conduct our operations in accordance with EHS or other applicable laws or requirements, or any injury or property damage caused by our employees at our or our customers’ facilities, could expose us to substantial liability for administrative, civil and criminal penalties, cleanup and site restoration costs and liability associated with releases of such materials, damages to natural resources and other damages, as well as potentially impair our ability to conduct our operations. Such liability is commonly on a strict, joint and several liability basis, without regard to fault. Liability may be imposed as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Neighboring landowners and other third parties may file claims against us for personal injury or property damage allegedly caused by the release of pollutants into the environment. A disruption of our operations or our customers’ operations caused by these or other events could have a material adverse effect on our business, financial condition and results of operations. Finally, in connection with certain acquisitions, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses for similar EHS matters.

The following discussion and analysis includes a comparison of the Company’s results of operations, financial condition and liquidity and capital resources for the years ended December 31, 20242025 and 20232024 and should be read in conjunction with the Company’s consolidated financial statements and the related notes which are included in this Annual Report. For a comparison of our results of operations, financial condition and liquidity and capital resources for the years ended December 31, 20232024 and 2022,2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Prospectus,Annual datedReport Septemberon 5,Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC pursuant to Rule 424(b)(4) on SeptemberFebruary 6,20, 2024,2025, which discussion is incorporated herein by reference. 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 the Company describes under “Risk Factors” in Part I Item 1A of this Annual Report. 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. The Company has reclassified certain amounts in prior period financial statements to conform to the current period’s presentation.

UL Solutions Inc. (“UL Solutions” and the “Company”) is a global safety science leader with a distinguished and trusted brand that dates back to its founding in 1894 as part of the nonprofit Underwriters Electrical Bureau, a predecessor to Underwriters Laboratories Inc. (“UL Research Institutes”), ULSE Inc. (“UL Standards & Engagement”) and UL Solutions. As of December 31, 2024,2025, the Company provided independent third-party testing, inspection and certification (“TIC”) services and related software and advisory (“S&A”) offerings to more than 80,000 customers in over 110 countries. UL Solutions is the largest TIC services provider headquartered in North America (by revenue), and it maintains a leadership position across additional global markets, including Europe and Asia.

The Company’s primary addressable market is the highly fragmented outsourced product TIC market, where the Company provides (1) testing, inspection and certification services for a wide array of products, components, assets and supply chains in the consumer and industrial end markets, and (2) emerging product lifecycle services, asset and sustainability performance advisory and supply chain services. Demand for outsourced TIC services is increasing across the markets the Company serves as a result of new emerging technologies, evolving global safety regulations and standards, increases in global trade and shorter product lifecycles. With more than 650 technical accreditations and the ability to test and certify against more than 4,000 global standards, the Company believes it is positioned to benefit from ongoing demand growth within the Company’s addressable market. Additionally, as the global economy evolves and becomes more digital and inter-connected, the Company’s customers continue to seek ways to bridge their traditional TIC needs with next generation software and services. The Company believes that its complementary TIC and S&A offerings position it to capitalize on this market need and better serve its customers.

•In May 2024, the Company acquired 100% of the outstanding stock of Batterielngenieure GmbH (together with its subsidiaries, “Batterielngenieure”) for approximately $11$12 million. Batterielngenieure is a Germany-based battery testing company that iswas, at the time of acquisition, in the process of building a laboratory in Aachen, Germany to replace the leased facility it is currentlywas using and to add testing and simulation capacity. The results of operations of Batterielngenieure are included in the Industrial segment since the date of acquisition.

•In May 2024, the Company completed the sale of its payments testing business to an affiliate of Gallant Capital Partners, for a base price of $29 million. The business performed Software and Non-certification Testing and Other Services and the results of operations were included in the Industrial segment until the date of divestiture. The divestiture resulted in a pre-tax gain on sale of $24 million, which was recorded within other income (expense), income, net in the Company’s consolidated results of operations.

Industrial is a segment of the Company’s TIC business. This segment represented 44% and 43% of the Company’s consolidated revenue for both the years ended December 31, 20242025 and 2023, respectively.2024. The Company generates revenue in this segment primarily through three major service categories: Certification Testing; Ongoing Certification Services; and Non-certification Testing and Other Services. The Industrial segment provides TIC services to help ensure that the Company’s customers’ industrial products meet or exceed international standards for product safety, performance, cybersecurityperformance 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 Company believes the products it tests, certifies and inspects in this segment generally represent very high cost of failure components, which in turn drives customers in this segment to choose UL Solutions based on its deep technical expertise, consistency and quality of service.

Consumer is a segment of the Company’s TIC business. This segment represented 43% and 44% of the Company’s consolidated revenue for both the years ended December 31, 20242025 and 2023, respectively.2024. The Company generates revenue in this reportable segment primarily through three major service categories: Certification Testing; Ongoing Certification Services; and Non-certification Testing and Other Services. 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, including new mobility, smart products and 5G. 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 Company provides SaaS and license-based software solutions, including implementation and training services related to software, to enable the Company’s customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. The Company’s SaaS and licensed software solutions provide data-driven product stewardship, chemicals management, supply chain insights, environmental, social and governance (“ESG”) data and reporting, environmental, health and safety (“EHS”) training, management and compliance, and additional regulatory driven software solutions.

“Organic” reflects revenue change in a given period excluding Acquisition / Divestiture and FX in that same year,period, expressed in dollars or as a percentage of revenue in the prior period.

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 facilityoccupancy relatedand 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 inspection and other costs associated with generating revenue. Cost of revenue also includes depreciation on equipment used in testing and amortization of capitalized software.software sold to customers.

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 includes services and materials expenses including 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. The Company expects selling, general and administrative expenses will be impacted by costs associated with being a publicly traded company.

Operating income is calculated as revenue less cost of revenue, selling, general and administrative expensesexpenses, goodwill impairment and goodwill impairment.restructuring. Operating income margin is calculated as operating income as a percentage of revenue.

The Company uses Organic, Acquisition / Divestiture, FXDivestiture and Goodwill ImpairmentFX 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:

“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 relateddiligence-related costs for merger and acquisition and disposal activities.

Other Income (Expense), Income, net

Other income (expense), income, 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, gains and losses on equity investments, non-operating pension and postretirement benefit expenses and gains on divestitures.

Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, goodwill impairment, restructuring, interest expense and other income (expense), income, net.

Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, goodwill impairment, restructuring, interest expense, other income (expense), income, net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.

Revenue increased by $192$183 million, or 7.2%,6.4%, for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. Revenue increased on an organic basis by $233$179 million, or 8.7%,6.2%, due to organic growth across all segments in 2024,2025, driven by the Industrial and Consumer segments in Certification Testing, Non-certification Testing and Other Services and Ongoing Certification Services revenue. FX decreasedincreased revenue by $24$12 million, or 0.9%,0.4%, primarily due to the relative weaknessstrength of the Japanese yen, the Chinese renminbi and the Korean won.euro. Acquisitions / Divestitures decreased revenue by $17$8 million, or 0.6%,0.3%, primarily due to the sale of the payments testing business in the Industrial segment.segment in 2024.

Cost of revenue increased by $79$65 million, or 5.7%,4.4%, for the year ended December 31, 2024,2025, as compared to the same period in 2023,2024. primarilyOn duean toorganic increasedbasis, employee compensation ofexpenses $45increased $20 million, related to base salary increases and higherheadcount healthcare costs.increases. In addition, depreciation and amortization increased $29$16 million related to the completion of additional laboratory capacity and software placed in service. Professional fees alsoFX increased $14 million related to outsourced labor associated with higher revenue. FX decreased cost of revenue by $13$8 million, primarily due to the relative weaknessstrength of the Japanese yen, the Chinese renminbi and the Korean won. Acquisitions / Divestitures decreased cost of revenue by $7 million, primarily due to the sale of the payments testing business.euro.

Selling, general and administrative expenses increased by $56$22 million, or 6.4%,2.4%, for the year ended December 31, 2024,2025, as compared to the same period in 2023,2024. dueOn toan increasedorganic basis, employee compensation ofexpenses $48increased $24 million, primarily due to base salary increases and higher costs associated with performance-based incentives, including the Company’s long-term incentive awards and salesthe incentiveCompany’s plans,annual basecash salarybonus increases and higher healthcare costs.plan. In addition, professionaltechnology feescosts increased $8$14 million relatedon an organic basis, primarily associated with cloud computing service arrangements. The increase was partially offset by an $11 million organic decrease in professional fees, in part due to the Company’s public offerings and higher accounting and legal costs.costs in the prior year. FX decreasedincreased selling, general and administrative expenses by $7$5 million, primarily due to the relative weaknessstrength of the Japanese yen and the Chinese renminbi.euro.

Interest expense increaseddecreased by $20$14 million for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. The increasedecrease is primarily due to interestlower balances in the current period on the Company’s outstandingcredit 2023facilities. seniorDuring notesthe (asfourth definedquarter below)of which2025, werethe notCompany entered into a new revolving credit agreement and repaid in full all indebtedness and other obligations outstanding forunder, theand durationterminated, ofits theprevious samecredit period in 2023.facility. For additional information refer to “—Liquidity and Capital Resources.”

Other Income (Expense), Income, net

The Company'sCompany’s effective income tax rate was 26.6% for the year ended December 31, 2025, compared to 16.9% for the year ended December 31, 2024,2024. compared to 20.2% forFor the year ended December 31, 2023.2025, the effective tax rate differed from the U.S. federal statutory tax rate primarily due to foreign tax effects (including the impact of valuation allowances on foreign deferred tax assets), limitations on current year compensation deductions under U.S. Internal Revenue Code Section 162(m), state income tax, and U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits. For the year ended December 31, 2024, the effective tax rate differed from the U.S. federal statutory tax rate primarily due to earnings subject to lower tax rates in certain foreign jurisdictions and a reduction to uncertain tax positions as a result of expiration of the statute of limitations. This was partially offset by a reduction to previously established deferred tax assets due to the Company becoming subject to Section 162(m) of the U.S. Internal Revenue Code, which limits U.S. public company compensation expenses of certain executive officers that were previously deductible as a private company, as well as Section 162(m) limitations on current year compensation deductions. For the year ended December 31, 2023, the effective rate differed from the U.S. federal statutory tax rate primarily due to earnings subject to lower tax rates in certain foreign jurisdictions, offset by a non-deductible goodwill impairment and U.S. tax on Global Intangible Low-Taxed Income net of foreign tax credits.

The Company’s effective tax rate infor the year ended December 31, 2025 of 26.6% was higher than the effective tax rate for the year ended December 31, 2024 decreasedof compared to 202316.9% primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025, as well as a reduction in 2024 to uncertain tax positions as a result of expiration ofin the statute of limitations and a non-deductible goodwill impairment in 2023. The favorable impact was partially offset by Section 162(m) limitations on the current year andended priorDecember years’31, compensation deductions of certain executive officers.2024. Refer to Item 8, “Notes to the Consolidated Financial Statements”, Note 13,12, “Income Taxes” for a full reconciliation of the effective tax rate to the U.S. federal statutory rate.

Revenue increased by $108$87 million, or 9.4%,6.9%, for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. On an organic basis, revenue increased $136$89 million or 11.9%,7.1%, primarily due to growth in Certification Testing revenue of $48 million across most industries, driven by continued demand for energy and automation and fire safety, price increases, and new capacity provided by recent laboratory investments. Ongoing Certification Services revenue ofincreased $71$34 million across most industries due in part to additionalprice volumeincreases and priceadditional increases. Certification Testing revenue increased $52 million, driven by continued demand for electrical products and components, renewable energy and component certification testing, as well as returns on new capacity provided by recent laboratory investments.volume. Acquisitions / Divestitures decreased revenue by $18$8 million, or 1.6%,0.6%, primarily due to the sale of the payments testing business.business in 2024. FX decreasedincreased revenue by $10$6 million, or 0.9%,0.5%, primarily due to the relative weaknessstrength of the Japanese yen, the Korean won and the Chinese renminbi.euro.

Segment operating income increased by $30$48 million, or 9.7%,14.2%, for the year ended December 31, 2024,2025, as compared to the same period in 20232024 primarily due to the $136$89 million increase in organic revenue noted above. This was partially offset by a $90$41 million organic increase in expenses, primarily due to higher employee compensation of $50$15 million related to base salary and headcount increases, higher costs associated with performance-based incentives and higher healthcare costs. Additionally, services and materials increased $32 million primarily due to professional fees related to outsourced labor associated with higher revenue, ongoing software projects and higher costs related to the Company’s public offerings.increases. Depreciation and amortization also increased $8 million on an organic basis primarily related to the completion of additional laboratory capacity. AcquisitionsThe /Restructuring DivestituresPlan decreasedcharges segmentalso operatingincreased incomeexpenses by $12$7 million,million during the current period. In addition, technology costs increased $6 million on an organic basis, primarily dueassociated towith thecloud salecomputing ofservice the payments testing business and due diligence related costs.arrangements.

Revenue increased by $66$81 million, or 5.6%,6.5%, for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. On an organic basis, revenue increased $81$76 million, or 6.9%,6.1%, primarily due to Non-certification Testing and Other Services revenue growth of $44$43 million in retail due to increased demand and capacity and in consumer technology driven by higherincreased demand for electromagnetic compatibility testing for automotiveconsumer electronics and consumer electronics. Certification Testing revenue increased $23 million due to medical growth and strength in HVAC. Ongoing Certification Services revenue increased $14 million due to consumer technology as well as strength in HVAC.retail. FX decreasedincreased revenue by $14$5 million, or 1.2%,0.4%, primarily due to the relative weaknessstrength of the Japanese yen, the Chinese renminbi and the Korean won.euro.

Segment operating income increased by $69$8 million for the year ended December 31, 2024,2025, as compared to the same period in 20232024, primarily due to the $81$76 million increase in organic revenue noted above and a goodwill impairment charge of $37 million in the mobility industry in the third quarter of 2023, which did not reoccur in 2024.above. This was partially offset by a $49$63 million organic increase in expenses, primarily due to higher employee compensationcharges of $29$28 million,million in the current period related to higherthe costsRestructuring associatedPlan. withEmployee performance-basedcompensation incentives,also higherincreased healthcare$25 costsmillion andon an organic basis, primarily related to base salary increases. Additionally,In servicesaddition, andtechnology materialscosts increased $15$8 million on an organic basis, primarily due to professional fees related to outsourced labor associated with highercloud revenue,computing ongoingservice software projects and higher costs related to the Company’s public offerings. Depreciation and amortization also increased $5 million related to the completion of additional laboratory capacity and software placed in service.arrangements.

Revenue increased by $18$15 million, or 5.0%,4.0%, for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. On an organic basis, revenue increased $16$14 million, or 4.4%,3.7%, primarily driven by demand for software, including retail product compliance and sustainability solutions.compliance.

Segment operating income decreasedincreased by $5$4 million for the year ended December 31, 2024,2025, as compared to the same period in 20232024, primarily due to a $22 million organic increase in expenses, partially offset by the $16$14 million increase in organic revenue noted above. OnThis was partially offset by a $6 million organic increase in expenses, primarily driven by higher employee compensation of $5 million related to base salary increases. Depreciation and amortization also increased $5 million on an organic basis,basis employee compensation increased $13 million primarily duerelated to higheradditional costssoftware associatedplaced within performance-based incentives.service.

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 financial and operating measures in assessing the performance of the Company’s business. The keysupplemental non-GAAP measuresfinancial themeasures, Company uses areincluding Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per ShareShare, Free Cash Flow and Free Cash Flow,Flow whichmargin. managementManagement 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.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.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 the Company believes these measures provide additional information to investors about certain non-cash items and unusual items that arethe Company does not expectedexpect to continue at the same level in the future. Further, the Companymanagement believes these non-GAAP financial measures provide a meaningful measure of business performance and provide a basis for comparing its performance to that of other peer companies using similar measures.performance. The Company uses Free Cash Flow and Free Cash Flow margin as an additional liquidity measuremeasures and believes itthey providesprovide useful information to investors about the cash generated from itsthe Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.

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, other expense (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 other expense (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 Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense (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.

The Company defines Adjusted Net Income as net income adjusted for other expense (income) expense,, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, eachadjusted netto give effect to the income tax impact of tax.such adjustments. Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.

The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholders of UL Solutions adjusted for other expense (income) expense,, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable.applicable, adjusted to give effect to the income tax impact of such adjustments.

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.

The Company’s primary sources of liquidity are cash and cash equivalents on hand,hand and short-term investments, cash flows from operating activities and cash borrowed under a credit agreement with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1,250 million (collectively, the “2025 Credit Facility” (as defined below). The Company believes the combination of cash and cash equivalents on hand,hand and short-term investments, the generation of cash from operating activities, funds available under the 2025 Credit FacilityFacility, 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 stockholdersstockholders, as the Company’s board of directors deems appropriate.

As of December 31, 2024,2025, the Company had $298$295 million in cash and cash equivalentsequivalents, $8 million in short-term investments, and $745$803 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 $625$500 million (of which up to $400 million may consist of term loans),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.

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 MarchJune 31,30, 2026 and for the three and six month periods ended MarchJune 31,30, 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.

ULThe SolutionsCompany 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 MarchJune 31,30, 2025 have been recast to reflect the Company’s segment reorganization.

InOn April 1, 2026, the Company completed the divestituresale 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 is approximatelywas $202 million in cash consideration, subject to customary post-closing adjustments. The Company expects the divestiture will resultresulted in a pre-tax gain on sale of approximately $191 million, which will be recorded as non-operating income in the second quarter of 2026.million.

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.

Other Expense,Income (Expense), net

Other expense,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 is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expenseexpense, gains on divestitures and other expense,income (expense), net.

Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense, gains on divestitures, other expense,income (expense), net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.

Revenue increased by $53$40 million, or 7.5%,5.2%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $40$51 million, or 5.7%,6.6%, due to organic growth across all segments in the firstsecond quarter of 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. FXAcquisition increased/ Divestiture decreased revenue by $13$14 million, or 1.8%, primarily due to the relative strengthsale of the euroEmployee Health and ChineseSafety renminbi.software business in the Risk & Compliance Software segment.

Interest expense decreased by $4$5 million for the three months ended MarchJune 31,30, 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.”

Other Expense,Income (Expense), net

The effective tax rate for the three months ended MarchJune 31,30, 2026 was 24.8%,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.

The effective tax rate for the three months ended MarchJune 31,30, 2025 was 24.5%,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.officers, partially offset by excess tax benefits associated with stock-based compensation deductions.

Revenue increased by $35$29 million, or 10.3%,7.8%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $28$27 million, or 8.2%,7.2%, due to growth in Ongoing Certification Services revenue of $12$16 millionmillion, acrossdriven mostby industries,continued demand for materials and energy and automation. Certification Testing revenue also increased $10 million, driven by continued demand for energy and automation and materials. Certification Testing revenue also increased $11 million across most industries due to continued demand. FX increased revenue by $7 million, or 2.1%, primarily due to the relative strength of the euro and Chinese renminbi.automation.

Segment operating income increased by $18$3 million, or 21.7%,3.0%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, primarily due to the $28$27 million increase in organic revenue noted above. This was partially offset by a $10$25 million organic increase in expenses, primarily due to higher employee compensation of $6$14 million related to basecosts salaryassociated increases.with performance-based incentives and $6 million due to professional fees.

Revenue increased by $14$22 million, or 4.6%,6.5%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $9$21 million, or 3.0%,6.2%, primarily due to growth in Certification Testing revenue of $5$10 million across most industries,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 industriesindustries, in part due to continued demand for appliances and HVAC.

Segment operating income increased by $8$10 millionmillion, or 27.0%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, primarily due to the $9$21 million increase in organic revenue noted above. Additionally,This was partially offset by a $9 million organic expensesincrease decreasedin $7 million,expenses, primarily due to lowerhigher employeecosts compensationassociated with performance-based incentives of $8 million,million. The increase was partially offset by a $5 million organic decrease in partsalary relatedexpenses, toincluding headcount reductions from the Restructuring Plan. This was partially offset by a $6 million increase in Acquisition / Divestiture expenses, primarily in connection with the contemplated E&E Transaction.

Revenue increaseddecreased by $4$11 million, or 6.6%,17.5%, for the three months ended MarchJune 31,30, 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 4.9%4.8%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.

Segment operating income increaseddecreased by $3$2 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025,2025. 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.

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 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.

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.

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.