UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~August~~October 1228, 2025

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UL Solutions Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	001-42012 (Commission File Number)	27-0913800 (I.R.S. Employer Identification Number)
333 Pfingsten Road Northbrook, Illinois 60062
(Address of principal executive offices and zip code)
(847) 272-8800
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

On ~~August~~October 1428, 2025, UL Solutions Inc. (the “Company”) ~~announced~~entered ~~that~~into ~~Weifang~~a ~~Zhou,~~Credit Agreement (the ~~Company’s~~“Credit ~~Executive~~Agreement”), ~~Vice~~by ~~President~~ and ~~President,~~among ~~Testing,~~the ~~Inspection~~Company and ~~Certification,~~certain ~~will~~of ~~transition~~its ~~to a~~ non-~~executive~~U.S. ~~officer~~subsidiaries ~~role~~ as ~~Executive~~co-borrowers ~~Vice President~~(collectively, ~~Special Advisor to~~ the ~~Company’s President and Chief Executive Officer~~“Borrowers”), ~~effective~~Bank as of ~~September 1~~America, ~~2025 (the “Transition Date”)~~N. MrA., ~~Zhou~~as isadministrative ~~expected~~agent, toand ~~serve~~the inlenders ~~such~~party ~~role until his retirement on June 30, 2027~~thereto.

OnThe ~~the~~Credit ~~Transition~~Agreement ~~Date,~~provides ~~Alex~~for ~~Dadakis~~a ~~will~~$1.0 ~~succeed~~billion ~~Mr.~~senior ~~Zhou~~unsecured asfive-year ~~the~~multi-currency ~~Company’s~~revolving ~~Executive~~facility ~~Vice~~(the ~~President~~“2025 ~~and~~Credit ~~President~~Facility”), ~~Testing,~~with ~~Inspection~~a ~~and~~$25 ~~Certification.~~million ~~Mr.~~sub-limit ~~Dadakis,~~for ~~age~~the ~~39,~~issuance ~~has~~of ~~served~~letters asof ~~the~~credit. ~~Company’s~~The ~~Executive~~Credit ~~Vice~~Agreement ~~President,~~includes ~~Chief~~an ~~Business~~accordion ~~Operations~~feature ~~and~~permitting ~~Innovation~~an ~~Officer~~increase ~~since~~in ~~January~~the 2025. ~~For~~Credit ~~additional~~Facility ~~biographical~~by ~~information~~an ~~for~~aggregate ~~Mr.~~amount ~~Dadakis,~~of ~~see~~up ~~“Executive~~to ~~Officer~~$500 ~~Biographical~~million, ~~Information”~~subject into the ~~Company’s~~consent ~~Definitive~~of ~~Proxy~~any ~~Statement~~lenders onproviding ~~Schedule~~such ~~14A~~increase, ~~filed with~~ the ~~Securities~~absence ~~and~~of ~~Exchange~~any ~~Commission~~default onor ~~April~~event 3,of ~~2025~~default ~~(the~~and ~~“2025~~entry ~~Proxy~~into ~~Statement”).~~customary ~~There~~documentation ~~are~~with norespect ~~arrangements~~to orsuch ~~understandings between Mr~~increase. ~~Dadakis~~The ~~and~~Borrowers’ ~~any~~obligations (other ~~person~~than ~~pursuant to which he was selected as~~ the Company’s) ~~Executive~~under ~~Vice~~the ~~President~~Credit ~~and~~Agreement ~~President, Testing, Inspection and Certification. There~~ are noguaranteed ~~family~~by ~~relationships between Mr. Dadakis and any director or executive officer of~~ the Company. ~~Mr. Dadakis is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.~~

~~Also~~On onOctober ~~the~~28, ~~Transition Date~~2025, ~~Gitte Schjøtz will succeed Mr. Dadakis as~~ the Company’s ~~Executive~~borrowed ~~Vice~~$291 ~~President,~~million ~~Chief~~under ~~Business~~the ~~Operations~~2025 ~~and~~Credit ~~Innovation Officer~~Facility. ~~Ms.~~The ~~Schjøtz~~initial ~~will~~borrowing ~~serve~~was asused ~~the~~to ~~Company’s~~refinance ~~principal~~the ~~operating~~outstanding ~~officer~~amounts inunder ~~such~~that ~~role.~~certain ~~Ms.~~Credit ~~Schjøtz~~Agreement, ~~age~~dated ~~54, has served~~ as ~~the~~of ~~Company’s~~January ~~Executive~~11, ~~Vice~~2022, ~~President~~by and ~~Chief~~among ~~Operations~~the ~~and~~Company, ~~Sustainability~~UL ~~Officer~~LLC, ~~(formerly~~the ~~Chief~~lenders ~~Science~~party ~~and~~thereto ~~Operations Officer~~ and ~~Chief~~Bank ~~Technical~~of ~~and~~America, ~~Operations Officer) since January 2021~~N. ~~For additional biographical information for Ms~~A. ~~Schjøtz~~, ~~see~~as ~~“Executive~~administrative ~~Officer~~agent ~~Biographical~~(as ~~Information”~~amended, in the ~~2025~~“2022 ~~Proxy~~Credit ~~Statement~~Facility”). ~~There~~Additional ~~are~~amounts, noif ~~arrangements or understandings between Ms. Schjøtz and~~ any, ~~other~~borrowed ~~person~~under ~~pursuant to which she was selected as~~ the ~~Company’s~~2025 ~~Executive~~Credit ~~Vice~~Facility ~~President, Chief Business Operations and Innovation Officer. There~~ are noanticipated ~~family relationships between Ms. Schjøtz and any director or executive officer of the Company. Ms. Schjøtz is not a party~~ to ~~any~~be ~~transaction~~used ~~that~~for ~~would~~general ~~require~~corporate ~~disclosure under Item 404(a) of Regulation S-K~~purposes.

OnBorrowings ~~August~~under ~~12,~~the 2025, ~~(i)~~Credit ~~the~~Facility ~~Offer~~bear ~~Letter,~~interest ~~dated~~at asa ofrate ~~June~~per ~~27,~~annum ~~2012~~equal to, byat ~~and~~the ~~between~~applicable ULBorrower’s ~~LLC~~option, (a) ~~wholly~~a ~~owned~~specified ~~subsidiary~~benchmark ofrate for the ~~Company)~~applicable ~~and~~currency ~~Mr. Zhou~~(which, ~~was~~in ~~amended~~the ~~to,~~case ~~among~~of ~~other~~U.S. ~~things~~Dollar loans, ~~reflect~~shall ~~his~~be ~~new~~the ~~title~~Term ~~and~~SOFR ~~planned~~or ~~retirement;~~Daily SOFR (~~ii)~~in each case as defined in the ~~Offer~~Credit ~~Letter~~Agreement), ~~dated~~at asthe ofapplicable ~~December~~Borrower’s 3option), ~~2024,~~plus bya ~~and~~margin ~~between~~that ~~the~~ranges ~~Company~~from ~~and~~0.875% Mrto 1.375% ~~Dadakis,~~per ~~was~~annum ~~amended~~or (b) for U.S. Dollar loans made to, ~~among~~the ~~other~~Company ~~things~~only, ~~reflect~~a ~~his~~base ~~new~~rate ~~title;~~(which ~~and~~is equal to the highest of (~~iii~~i) the ~~Amended~~Bank ~~and~~of ~~Restated~~America ~~Employment~~prime ~~Contract~~rate, ~~dated~~(ii) asthe ofU.S. ~~December~~federal 3,funds ~~2024,~~rate byplus ~~and~~0.500% ~~between~~per ULannum, ~~International~~or ~~Demko~~(iii) ~~A/S~~the (aTerm ~~wholly~~SOFR ~~owned~~or ~~subsidiary~~Daily ofSOFR ~~the~~rate ~~Company~~plus 1.00%) ~~and~~plus ~~Ms.~~a ~~Schjøtz,~~margin ~~was~~that ~~amended~~ranges from 0.000% to, ~~among~~0.375% ~~other~~per ~~things,~~annum. ~~reflect~~The ~~her~~2025 ~~new~~Credit ~~title~~Facility ~~(such~~matures ~~amendments,~~on ~~collectively~~October 28, ~~the~~2030 ~~“Amendments”).~~and ~~There~~may ~~are~~be noprepaid ~~modifications~~without tofees ~~Mr.~~or ~~Zhou’s~~penalties, ~~Mr.~~subject ~~Dadakis’~~to ~~and~~reimbursement ~~Ms.~~of ~~Schjøtz~~the lenders’s ~~respective~~customary ~~compensation~~breakage ~~arrangements~~and inredeployment ~~connection~~costs ~~with~~in ~~the~~applicable ~~leadership changes described herein~~cases.

The ~~foregoing~~2025 ~~description~~Credit ofFacility also includes a financial covenant, tested quarterly, which requires the ~~Amendments~~Company isto ~~qualified~~maintain ina ~~its~~consolidated ~~entirety~~net byleverage ~~reference~~ratio of not greater than 3.5 to 1.0, calculated on a consolidated basis for each consecutive four fiscal quarter period, with an increase in the ~~full~~maintenance ~~text~~level ofto 4.0 to 1.0 for each of the ~~Amendments,~~four ~~copies~~test periods immediately following any permitted acquisition that involves the payment of ~~which~~aggregate ~~are~~consideration ~~filed~~in asexcess ~~Exhibit~~of ~~10.1~~$100 million, ~~Exhibit~~subject ~~10.2~~to ~~and~~a ~~Exhibit~~two 10fiscal quarter rest period between increases for separate acquisitions.3 ~~hereto~~The calculation of the consolidated net leverage ratio permits the netting of up to $250 million of unrestricted cash from funded debt.

~~Item~~The 72025 Credit Facility includes customary representations and warranties, covenants and events of default, subject to certain customary exceptions, materiality thresholds and grace periods.01 The covenants include, among other things, financial reporting, maintenance of line of business, notices of default and other material changes, as well as limitations on investments and acquisitions, mergers and transfers of all or substantially all assets, dividends and distributions, burdensome contracts with affiliates, liens and indebtedness. ~~Regulation~~Future FDborrowings ~~Disclosure~~under the 2025 Credit Facility are subject to the satisfaction of customary conditions, including the absence of any default or event of default and the accuracy of representations and warranties.

AThe ~~press~~description ~~release~~of ~~announcing~~ the ~~leadership~~Credit ~~changes~~Agreement ~~described~~contained herein is ~~furnished~~qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 9910.1 ~~hereto~~to this Current Report on Form 8-K.

~~The information contained in this~~ Item 71.~~01 of this current report, including the press release furnished as Exhibit 99~~02.1 ~~hereto,~~Termination ~~is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~a 18Material ofDefinitive the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.Agreement

On October 28, 2025, in connection with the entry into the Credit Agreement described above, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. Pursuant to the terms of the Credit Agreement, the Company’s ability to pay cash dividends on shares of its common stock will be subject to the Company being in compliance with the financial covenant set forth in the Credit Agreement (subject to certain additional exceptions specified in the Credit Agreement).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Description
10.1			Amendment to Offer Letter, dated as of August 12, 2025, by and between UL LLC and Weifang Zhou
10.1*			Credit Agreement, dated as of October 28, 2025, among UL Solutions Inc., UL GmbH, UL International-Singapore Private Limited, Underwriters Laboratories Holdings B.V., UL International (UK) Limited, Bank of America, N.A., as administrative agent, and the lenders party thereto
10.2			Amendment to Offer Letter, dated as of August 12, 2025, by and between UL Solutions Inc. and Alex Dadakis
10.3			Amendment to Amended and Restated Employment Contract, dated as of August 12, 2025, by and between UL International Demko A/S and Gitte Schjøtz
99.1			Press Release of UL Solutions Inc., dated as of August 14, 2025
104			Cover page interactive data file (embedded with the inline XBRL document)

*Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted exhibits or schedules to the SEC on a confidential basis upon request.

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 14, 2025	By:	/s/ Ryan D. Robinson
Date: October 28, 2025	By:	/s/ Ryan D. Robinson
		Ryan D. Robinson
		Executive Vice President and Chief Financial Officer

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