UL Solutions Announces Pricing of Secondary Public Offering of Class A Common Stock
UL Solutions Inc. (NYSE:ULS) ("UL Solutions") today announced the pricing of its underwritten public offering (the "offering") of 12,500,000 shares of its Class A common stock at a public offering price of $78.00 per share. The offering consists entirely of secondary shares to be sold by UL Standards & Engagement (the "selling stockholder"). The underwriters have a 30-day option to purchase up to an additional 1,875,000 shares of Class A common stock from the selling stockholder at the public offering price, less underwriting discounts and commissions. UL Solutions is not offering any shares of its Class A common stock in the offering and will not receive any proceeds from the sale of the shares. The offering is expected to close on December 5, 2025, subject to customary closing conditions.
Goldman Sachs & Co. LLC and J.P. Morgan (in alphabetical order) are acting as lead managing bookrunners with BofA Securities acting as a managing bookrunner. Jefferies, UBS Investment Bank and BNP Paribas are acting as additional bookrunners for the offering. Baird, BTIG, Houlihan Lokey, Loop Capital Markets, PNC Capital Markets LLC, Raymond James, Stifel, William Blair, AmeriVet Securities, Bancroft Capital, Cabrera Capital Markets LLC and R. Seelaus & Co., LLC are acting as co-managers for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the Company with the Securities and Exchange Commission (the "SEC") and became automatically effective upon filing on August 5, 2025. The offering is being made only by means of a prospectus supplement and the accompanying base prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering was filed with the SEC by the Company and is available on the SEC's website located at www.sec.gov, and a final prospectus supplement describing the terms of the offering will be filed with the SEC by the Company and will be available on the SEC's website. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, via telephone: (866) 471-2526, via fax: 212-902-9316, or via email: [email protected] and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Jefferies acted as capital markets advisor to the selling stockholder.
About UL Solutions
A global leader in applied safety science, UL Solutions (NYSE:ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers' product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers' products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release, which are not historical facts, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding the closing of the offering. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those expressed or implied by the forward-looking statements made in this press release, including those set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of UL Solutions' Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and the risks discussed in UL Solutions' other filings with the SEC, including the registration statement on Form S-3 related to the offering, each of which is accessible on the SEC's website at www.sec.gov. Such forward-looking statements are made only as of the date of this press release. UL Solutions does not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by law.
Source Code: ULS-IR
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Media:
Kathy Fieweger
Senior Vice President and Chief Corporate Communications Officer
[email protected]
312-852-5156
Investors:
Yijing Brentano
Vice President, Investor Relations
[email protected]
312-895-9873