Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 3, 2024

___________________________________

UL Solutions Inc.

(Exact name of registrant as specified in its charter)

___________________________________


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

___________________________________

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Mr. Dadakis as Chief Business Operations and Innovation Officer

On December 5, 2024, UL Solutions Inc. (the “Company”) announced that Alex Dadakis will serve as the Company’s Executive Vice President, Chief Business Operations and Innovation Officer, effective January 27, 2025. Mr. Dadakis will serve as the Company’s principal operating officer in such role. Mr. Dadakis, age 38, was most recently the Global Head of Strategy and Corporate Development at Germany-based Knauf Group, Gebr KG, a manufacturer of building materials and construction systems, since January 2023. Prior to the Knauf Group, Mr. Dadakis was Senior Vice President and Chief Customer Experience and Strategy Officer at USG Corporation, a manufacturer of building materials, from January 2017 to January 2023. Mr. Dadakis was an associate partner at management consulting firm Bain & Company before joining USG.

In connection with his appointment as Executive Vice President, Chief Business Operations and Innovation Officer, the Company entered into an Offer Letter with Mr. Dadakis, dated December 3, 2024 (the “Offer Letter”). The Offer Letter provides, among other things, that Mr. Dadakis will be the Company’s Chief Business Operations and Innovation Officer with an initial gross annual salary of $550,000, a cash sign-on bonus of $100,000 (subject to full claw back should Mr. Dadakis voluntarily leave the Company within 12 months of receiving such payment and 50% claw back should he voluntarily leave within 24 months of receiving such payment), a target award of 70% of gross annual salary under the Company’s All-Employee Incentive Plan, an annual grant under the Company’s 2024 Long-Term Incentive Plan (“2024 LTIP”) with a target grant value of $900,000 for 2025 and a one-time grant of Restricted Stock Units under the 2024 LTIP with a grant value of $825,000, which will vest on a 3-year ratable vesting schedule and which is intended to cover certain compensation Mr. Dadakis forfeited from his prior employer.

Under the Offer Letter, Mr. Dadakis is subject to employee and customer non-solicitation covenants and a non-competition covenant, in each case, during his employment and for a period of 12 months thereafter.

The foregoing summary description of the terms of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 hereto.

There are no arrangements or understandings between Mr. Dadakis and any other person pursuant to which he was selected as the Company’s Chief Business Operations and Innovation Officer. There are no family 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.

Amended and Restated Employment Contract

On December 3, 2024, the Employment Contract, dated as of June 27, 2005, between UL International Demko A/S (a wholly owned subsidiary of the Company) and Gitte Schjøtz was amended and restated to, among other things: (i) reflect her new title of Chief Operations and Sustainability Officer, effective as of January 1, 2025; and (ii) a one-time grant of Restricted Stock Units under the 2024 LTIP with a grant value of $250,000, which will vest on a 3-year ratable vesting schedule.

Item 7.01. Regulation FD Disclosure

A press release announcing the hiring of Mr. Dadakis as Executive Vice President, Chief Business Operations and Innovation Officer is furnished as Exhibit 99.1 hereto.

The information contained in this Item 7.01 of this current report, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number			Description
10.1			Offer Letter, dated as of December 3, 2024, by and between UL Solutions Inc. and Alex Dadakis
10.2			Amended and Restated Employment Contract, dated as of December 3, 2024, by and between UL International Demko A/S and Gitte Schjøtz
99.1			Press Release of UL Solutions Inc., dated as of December 5, 2024

104			Cover page interactive data file (embedded with the inline XBRL document)

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: December 5, 2024	By:	/s/ Ryan D. Robinson
		Ryan D. Robinson
		Executive Vice President and Chief Financial Officer

Exhibit 10.1

December 3, 2024

Alex Dadakis

Dear Alex, Congratulations and welcome to the UL Solutions family of companies! We are excited to confirm our offer for you to serve as EVP, Chief Business Operations and Innovation Officer of UL Solutions Inc. (the “Company”),

Start Date & Location

Your employment with UL Solutions is estimated to begin on January 27, 2025, reporting to the Company’s President and Chief Executive Officer.

You will be in a hybrid role at our UL Solutions location in Chicago/Northbrook, IL and will be required to be onsite consistent with the Company’s applicable policy, which is currently three business days per week. Additionally, you may be required to travel from time to time.

Total Rewards

Our total rewards program is designed with your well-being in mind - the ones who fulfill the UL Solutions mission every day. Our pay, bonus and benefit offerings are competitive with those of the companies with whom we compete for talent. Such program helps us attract world-class individuals to successfully execute UL Solutions’ strategy and reinforce a business culture of safety, integrity, growth and respect.

Salary

Your total gross annual salary will be $550,000 USD, paid semi-monthly at $22,916.67 USD, subject to payroll and other withholding taxes as required by law. This position is exempt.

Sign-On Bonus

You will receive a cash sign-on bonus of $100,000 USD, to be paid within thirty (30) days of beginning your employment. Such sign-on bonus will be subject to payroll and other withholding taxes as required by law. This payment is subject to a full claw back (100%) should you voluntarily leave UL Solutions within 12 months of receiving such payment and 50% claw back should you voluntarily leave the Company within 24 months of receiving such payment.

Annual Incentive Plan

You will be eligible to participate in the Company’s All-Employee Incentive Plan (“AEIP”), with a target award of 70% of Annual Base Salary, based on achievement of financial and/or other targets established by the Company.

The actual amount of your incentive award payment will be determined in line with the AEIP, and you must be actively employed at the time of payout to be eligible for any payment. You may be eligible to participate in the AEIP or another Company incentive plan in future calendar years and will receive notification regarding your eligibility, target award, and any other applicable metrics in connection with the notification of your eligibility to participate in any such plan.

Long-term Incentive Program

You will also be eligible to participate in the Company’s Long-Term Incentive Plan (as amended from time to time) (“LTIP”) so long as the LTIP remains in effect, with a target grant value of $900,000 per year. LTIP grants are made annually and are at the discretion of the CEO and the Board of Directors (the “Board”). Your first normal course grant is expected to be made in second-half 2025. We anticipate that future annual grants will be made at a similar level, commensurate with the market for your role and subject to the approval of the CEO and the Human Capital and Compensation Committee of the Board (the “HCCC”). Grants will be made at the same time grants are made to similarly situated employees, and in all cases, the terms of the LTIP and the applicable award agreement will control.

Transition Equity Award

Subject to you remaining actively employed by UL Solutions at the time such award is made, you will receive a one-time award of Restricted Stock Units (“RSUs”) with a grant value of $825,000 USD, which will vest on a 3-year graded vesting schedule. This award is to replace compensation forfeited from your prior employer. This award is subject to HCCC approval and the terms of the LTIP and the applicable award agreement and will be granted to you in the month following HCCC approval. Based on a start date of late January 27, 2025, the grant timing will likely be in March 2025.

Executive Allowance

You will be eligible to receive an annual executive allowance of $18,000 USD, paid monthly at the rate of $1,500 USD, subject to payroll and other withholding taxes as required by law.

Benefits & Annual Leave/Vacation

You will be eligible to participate in UL Solutions’ U.S. Benefits Program, subject to the terms and conditions of the applicable plans. You will receive details about the Benefits Program during a Benefits Orientation. As a member of the Executive Committee, you will also have access to the Executive Health Benefit through Northwestern Medicine Executive Health, subject to such practice/program continuing to be offered to similarly situated executives. Additionally, you will be eligible to accrue up to 25 vacation days per year as provided in UL Solutions’ vacation policy.

Stock Ownership Requirements

You will be subject to such stock ownership requirements as established by the Company for your role from time to time.

Ethics & Privacy

You agree that during your employment, you will maintain the highest ethical standards in all aspects of your work. You have read, understand and agree to comply with UL Solutions Standards of Business Conduct. Further, in the course of performing your duties, you agree to comply with all applicable laws and regulations, including foreign corrupt practices laws such as the U.S. Foreign Corrupt Practices Act and UK Bribery Act. You consent to us:

•Collecting personal information about you from time to time for our personnel administration purposes.

Conflict of Interest

You agree that during your employment you will always act in the best interests of UL Solutions to avoid any actual or potential conflicts of interest that may influence you in the performance of your job. You also agree that if you do encounter an actual or potential conflict of interest, you will inform your manager immediately. In addition, if your employment is by a UL Solutions entity that provides testing, inspection, or certification services, you are prohibited from performing certain activities listed below for any Customer of UL Solutions with whom you have had a prior working relationship during the two years immediately preceding the project submittal to UL Solutions.

A prior working relationship with a UL Solutions Customer is defined as any capacity wherein you were considered an employee or consultant of the UL Solutions Customer or provided consultancy services to the UL Solutions Customer. Specific activities that cause a conflict of interest are:

•Performing the final review of, or making the certification decision for, any product or management system submitted by a UL Solutions Customer with whom you’ve had a working relationship during the two years immediately preceding the project submittal to UL Solutions, and/or,

•Participating in the resolution of any complaint or appeal filed by a UL Solutions Customer with whom you’ve had a working relationship during the two years immediately preceding UL Solutions’ receipt of the complaint or appeal.

Non-Competition and Non-Solicitation

During the term of your employment and for a period of one (1) year following the termination of your employment for any reason (the “Restricted Period”), you agree that you will not, directly or indirectly,

within any geographical area in which you had responsibility, oversight, or authority during your employment with UL Solutions, engage in any business or activity that competes with the primary business of the Company or any of its affiliates (the “UL Group”), as conducted during the last 18 months of your employment with UL Solutions (“Competitive Activity”).

During the Restricted Period, you agree not to:

•Own, manage, operate, control, or participate in the ownership, management, operation, or control of any business that directly competes with the UL Group in the areas where you had duties or responsibilities;

•Solicit, induce, or encourage any current or prospective customer or client of the UL Group, with which you had material contact or about which you learned confidential information, to discontinue business with the UL Group or in any way intentionally interfere with the relationship between any such customer and the UL Group; or,

•Directly or indirectly, solicit, attempt to solicit, induce or attempt to induce any employees of the UL Group, who was employed during your last six (6) months of employment and with whom you had material contact or about whom you learned confidential information, to terminate his or her employment or association with the UL Group.

Notwithstanding the foregoing, you may own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange if you are not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own 5% or more of any class of securities of such entity.

Duty to Disclose and Report New Employer

You acknowledge and agree that UL Solutions has a legitimate business purpose in the protection of its trade secrets, Confidential Information, proprietary information, competitive position, methods of operation, processes, products, procedures, customers, prospects and vendors. You also recognize and agree that UL Solutions has the right to such information as is reasonably necessary to inform UL Solutions whether the terms herein are being complied with. Accordingly, you agree that during the Restricted Period following your termination of employment for any reason, you will promptly and forthrightly notify any potential employer of your existing obligations to UL Solutions and will provide them with a copy of the above Non-Competition and Non-Solicitation commitment, as well as a copy of the Confidentiality and Invention Assignment Agreement.

You further agree to provide UL Solutions with the identity of your new employer(s) and a description of the services being provided in such subsequent employment in sufficient detail to allow UL Solutions to reasonably determine whether such activities fall within the scope of activities prohibited by the provisions outlined herein.

Consideration Period and Right to Consult with Counsel

You acknowledge you have been given a period of fourteen (14) days from the date of receipt to review the terms of this offer of employment, during which time you are encouraged to consult with an attorney or other advisor of your choice.

You understand that, while you are entitled to the full 14-day period to consider the terms herein, you may sign and accept this offer and its terms at any time before the expiration of that 14-day period if you wish to do so. Your signature on this document will indicate your voluntary acceptance of all terms and conditions, including any and all obligations set forth herein.

Employment Offer is Subject to:

•Employee Manual, which may be changed from time to time upon the sole discretion of UL Solutions.

•Satisfactory references, checks and proven legal eligibility to work in the country of employment.

•Successful completion of our pre-employment procedures, which include Trade Secrets, Confidential Information and Restrictive Covenant Acknowledgment Form, Background Investigation

•Execution of the attached Confidentiality and Invention Assignment Agreement.

Your effective hiring will be subject to the verification of your information and acknowledgement of the Standards of Business Conduct, as well as your diligent cooperation in completing the other required steps for your employment registration.

We look forward to welcoming you to the UL Solutions team! The team is looking forward to you helping us continue our great Mission of making the world a safer, more secure and sustainable place to live, work and play.

Sincerely,


			I hereby accept the above offer and agree to comply with the Standards of Business Conduct:
/s/ Linda Chapin Linda Chapin EVP & Chief Human Resources Officer			/s/ Alex Dadakis Alex Dadakis
Dated: December 3, 2024			Dated: December 3, 2024

Exhibit 10.2

Amended and Restated Employment Contract

Between

UL International Demko A/S

Borupvang 5A

2750 Ballerup Denmark

(CVR No. 19 19 55 97)

(hereinafter the "Company")

A wholly owned subsidiary of UL Solutions Inc. ("ULS")

and

Gitte Schjøtz

Søvej 21,

2840 Holte

(hereinafter the "Employee")

1.Commencement

1.1The Employee shall be employed by the Company as Employee on the terms and conditions contained in this Amended and Restated Employment Contract (the “Employment Contract”). The Employment Contract was originally effective on July 1, 2005 and is hereby amended and restated effective as of January 1, 2025.

2. Job-title and Responsibilities

2.1 The job title is Chief Operations and Sustainability Officer.

2.2 The Employee will be provided with a job description for the position in a separate document.

2.3 The Employee shall devote her best efforts, skill and energy with diligence and loyalty to the performance of the work assigned to her by the Company and shall act at all times in the best interest of the Company.

2.4 In this function the Employee will be integrated into the organization of ULS, based in Denmark, and shall in every respect be accountable to and report to such officer of ULS as determined and directed by the President and Chief Executive Officer (“CEO”) of ULS.

3. Other Activities During the Employment

3.1 The Employee shall be entitled to have other employment concurrently with the employment with the Company provided that:

(a)the other employment can be carried out outside the Employee’s working hours in the employment with the Company; and

(b) the circumstances of the other employment are compatible with the employment with the Company, having due regard to all relevant factors such as health and safety considerations and protection of trade secrets.

3.2 Other employment competing in full or in part with the business or activities carried on by ULS or its subsidiaries (including the Company) (collectively, the “ULS Group”) will always be incompatible with the Employee’s employment with the Company.

3.3 Other employment with customers, suppliers and other business partners of the ULS Group will generally also be incompatible with the Employee’s employment with the Company – and this always applies in relation to customers, suppliers and other business partners of the Company with whom the Employee has business contact as part of the employment with the Company.

3.4 If the Employee wishes to take up other employment, the Employee must, in writing and no later than 14 days before the date when the Employee intends to commence the other employment, provide both the Chief Human Resources Officer and the Chief Legal Officer of ULS with detailed information on the identity of the natural or legal person for whom the other employment is to be carried out, the nature of the business or activity carried out by this person, the nature of the work to be performed by the Employee and the number and scheduling of the Employee’s working hours.

Further, the Employee must provide any other information on the other employment that the Company may request in order for the Company to assess whether the other employment is compatible with the Employee’s employment with the Company.

If, in the Company’s view, the other employment is incompatible with the Employee’s employment with the Company, the Company will inform the Employee of this in writing as soon as possible after having received all relevant information.

3.5 In this clause, “other employment” means any form of employment, business or activity, whether it is undertaken as an employee, independent contractor, board member or otherwise and whether it is paid or unpaid, including any outside duties governed by section 15 of the Danish Salaried Employees Act.

3.6 During employment, the Employee may make private investments in standard business assets without prior authorization, provided such investments do not result in the Employee obtaining a controlling interest in any enterprise. Prior to obtaining a controlling ownership interest — active or passive — in any another enterprise, the Employee must first obtain prior written authorization from the Chief Legal Officer of ULS.

4. Location of work place.

4.1 The normal workplace is the address of the Company: Borupvang 5A, 2750 Ballerup.

4.2 The Employee has the possibility to perform part of her work from her home address. This possibility as well as the conditions for the performance of homeworking is subject to the Company’s rules on homeworking in force from time to time.

4.3 The Employee acknowledges and accepts that the job may involve some travel activity. Rules are described in the travel instructions of the Company.

5. Working hours

5.1 The Employee will work such hours as are necessary to carry out her duties and responsibilities properly. As such, the Employee is not entitled to any type of overtime payment.

5.2 Due to the nature and organization of the work, the Employee meets the conditions under section 1(6) of the Danish Working Hours Act and section 6 of the Danish Executive Order on Rest Period and Rest Day to be considered a so-called “self-organizer”.

The following provisions therefore do not apply in relation to the Employee:

•The Danish Working Hours Act: section 3 on daily breaks, section 4 on maximum weekly working hours and section 5 on night work.

•The Danish Executive Order on Rest Period and Rest Day: section 3 on daily rest period and section 4 on weekly rest day.

The Employee is therefore not covered by the Company's rules on registration of working hours and does not have to register her working hours.

6. Salary

6.1 The Employee shall receive an annual gross base salary of DKK 3,563,000, payable in 12 (twelve) monthly installments, paid in arrears by the last business day of each month. The payment of the gross base salary also compensates overtime and any extra work performed. Normally, the said gross base salary will be reviewed on an annual basis. Any compensatory payments for bonuses, allowances, benefits or other remuneration described herein or which are granted at a later date shall not be considered as part of the Employee's per annum gross base salary and will not be taken into consideration when annual salary increases are calculated.

6.2 The Employee is entitled to an annual pay supplement of 0.45% of the annual remuneration to be calculated in accordance with section 3 of the Danish Act on the Consequences of the Abolishment of Great Prayer Day as a Public Holiday (Lov om konsekvenser ved afskaffelsen af store bededag som helligdag).

6.3 The annual pay supplement is payable in two installments. The first installment is paid with the base salary for May and the second installment with the base salary for August.

7. Incentive Plan Participation

7.1 The Employee will be eligible to participate in the UL Solutions Inc. All-Employee Incentive Plan as in effect from time to time, or any successor plan thereto for executive employees of ULS and applicable subsidiaries (the “AEIP”). The terms and conditions of the AEIP are incorporated by reference into this Employment Contract. The annual target award, performance targets and ranges will be established by the ULS Human Capital and Compensation Committee (the “HCCC”). The actual amount of Employee’s incentive award payment will be determined in line with the AEIP, and the Employee must be actively employed at the time of payout to be eligible for any payment. The Employee may be eligible to participate in the AEIP or another ULS Group incentive plan in future calendar years and will receive notification regarding her eligibility, target award, and any other applicable metrics in connection with the notification of her eligibility to participate in any such plan

7.2 The Employee will also be eligible to participate in the Company’s Long-Term Incentive Plan (as amended from time to time) (“LTIP”) so long as the LTIP remains in effect. LTIP grants are made annually and are at the discretion of the CEO and the HCCC. Grants will be made at the same time grants are made to similarly situated employees, and in all cases, the terms of the LTIP and the applicable award agreement will control.

7.3 In addition, subject to the Employee remaining actively employed by the Company at the time such award is made (therefore not on notice of resignation or dismissal), the Employee will receive a one-time award of Restricted Stock Units (“RSUs”) under the LTIP with a grant value of $250,000 USD, which will vest on a 3-year graded vesting schedule. This award is subject to approval by the HCCC and the terms of the LTIP and the applicable award agreement, and will be granted to the Employee in the month following HCCC approval in 2025.

7.4 Payouts under any incentive plan will be subject to all Danish tax requirements, and, where relevant, to all Danish social security contribution requirements.

8. Pension

8.1 The Employee shall be entitled to retirement benefit of 10% of the basic salary (paragraph 6.1. of this contract) to be paid to a pension fund. The Employee shall - as a precondition - pay 5% of her basic salary to the pension fund.

8.2 The pension scheme is described in further detail in the Company’s pension policy. This policy contains a description of the nature of the mandatory insurances that the Employee is covered by as part of the pension scheme.

9. Company Vehicle and Other Non-Pay Benefits

9.1 The Employee will be allowed to use a company-leased vehicle during the duration of her employment, subject to the terms of the Company’s benefit programs.

9.2 The Employee is entitled to the following benefit(s):

•A mobile phone for both work-related and private use, including all reasonable expenses.

•Internet at the Employee’s home address.

•A laptop for work-related use.

•A tablet for work-related use.

•A newspaper subscription with delivery of newspaper to the Employee's home address.

•Digital subscription to one newspaper.

•Executive Health Benefit through Northwestern Medicine, subject to such practice/program continuing to be offered to similarly situated executives.

These benefits are provided to the Employee in accordance with the Company’s rules in force from time to time.

9.3 The Employee is covered by the same insurances that generally apply to the Company’s employees from time to time, which currently includes the following:

•Group life insurance.

•Health Insurance.

•Critical illness insurance.

•Loss of earning capacity.

•Long-term disability coverage.

9.4 If, on termination of employment, the Employee is released from the duty to work for all or part of the notice period, the Company will be entitled to withdraw any benefit immediately on the Employee’s release from the duty to work or at any subsequent point.

10. Business Expenses

10.1 The Company refunds reasonable work related and documented expenses according to current rules and instructions. Further details for travels, including approval, advance payment, accommodation and settlement of expenses are described in the travel instruction of the Company.

11. Years of Service

11.1 The Employee's years of service at Underwriters Laboratories Inc. in the US and at other group companies will count as of March 8, 1993. This initial start date will be considered for determining length of notice period and severance pay, in accordance with section 2a of the Danish Salaried Employees Act.

12. Holiday and Other Types of Paid Leave

12.1 The Employee receives full salary during holidays, plus a holiday supplement equal to 1½% of her salary earned with respect to such holidays, according to the Danish Holiday Act (Ferieloven). Holidays must be planned and approved.

12.2 Employees with 9 months' seniority are entitled to 5 additional holidays. The rules are described in the personnel handbook.

12.3 The Employee is entitled to paid absence on official Danish public holidays. Currently, the official Danish public holidays are: New Year’s Day, Maundy Thursday, Good Friday, Easter Sunday, Easter Monday, Ascension Day, Whit Sunday, Whit Monday, Christmas Day and Boxing Day.

12.4 The Company grants additional paid absence in accordance with the Company’s rules in force from time to time.

13. Duty of Confidentiality, Return of Materials and lntegrity

13.1 During the employment as well as after its termination, the Employee is subject to a duty of confidentiality concerning all matters relating to the ULS Group and all information of which the Employee obtains knowledge in connection with or as a result of her employment with the Company and which, by its nature, should not be disclosed to third parties.

Matters relating to the ULS Group include, but are not limited to, all financial, commercial and operational matters, technical experience, working methods and procedures, research results, production trials and tests.

The duty of confidentiality also extends to dealings, transactions and affairs of and relations with customers, suppliers and other business partners of the ULS Group.

13.2 All know-how or the like developed or created by the Employee in the course of the employment, whether alone or together with others, is deemed to constitute the Company’s trade secrets. The same applies to all know-how etc. of which the Employee obtains knowledge in connection with or as a result of her employment with the Company.

During the employment as well as after its termination, the Employee is not entitled to use such trade secrets for her own or a third party’s benefit or to disclose such trade secrets.

13.3 During the employment as well as after its termination, the Employee is bound by section 3(1) of the Danish Marketing Practices Act and by sections 3 to 5 in Part 2 of the Danish Act on Trade Secrets.

13.4 Upon termination of the Employee's employment, regardless of the reason, she will not take with her any confidential information capable of physical or digital delivery, without the prior written consent of ULS.

13.5 Prior to, on the Employee's last day of work, or immediately thereafter, and irrespective of the reason for leaving the Company therefore, the Employee shall return to the Company all materials belonging to the Company in the Employee's possession, including but not limited to all documents, plans, records, computer programs, notes, drawings, and ether materials that the Employee receives, prepares or otherwise acquires during her employment with the Company, and which pertain to the business or affairs of the Company, ULS and ULS's subsidiaries and affiliates.

13.6 Violation of the secrecy will be regarded as violation of the employment, which entitles the Company to cancel the Employment Contract immediately and to claim damages for the loss caused at the time of dissolving the contract and violating the professional secrecy.

14. E-mail and internet

14.1 The Company provides the Employee with internet access at work and an email account.

14.2 The Company registers and will, if deemed necessary due to operational or safety reasons (within the limitations that may follow from applicable law), read the e-mails of the Employee and review her use of internet, to make sure that the e-mail and internet policy of the Company is observed.

14.3 Violation of these rules is considered by the Company to be a violation of the employment, with consequent implications in relation to the Employee. Further details can be found in the IT policy of the Company.

15. Maternity

15.1 The Employee is entitled to paid time off during pregnancy and maternity, paternity, adoption and parental leave in accordance with Danish law and any company policy applicable from time to time. The rules are described in the personnel handbook.

16. Intellectual Property Rights

16.1 The Company has the legal ownership of all intellectual property rights and similar rights, whether registerable or non-registerable, including inventions, knowhow,

improvements, intellectual property publications, IT-software, development of new systems and products etc., which the Employee may produce and/or develop in relation to the employment with the Company, irrespective of media, subject only to the Employee’s moral rights under section 3 of the Danish Copyright Act. The Employee is not entitled to separate payment for this unless required by law as the Employee’s remuneration has been determined with due regard to assignment to the Company of such rights.

16.2 With respect to any inventions which the Employee - either alone or together with others - will make, conceive, originate, device, discover, develop or produce during, in whole or in part, the period of her employment by the Company, or during, in whole or in part the three (3) month-period after her employment ceases:

–The Employee shall disclose fully and promptly to the Company all such inventions regardless of whether or not made, conceived, originated, devised, discovered, developed or produced during her working hours or directly in connection with the work assigned by the Company;

–The Employee shall on the Company's request, assign all rights in such inventions to the Company or its nominee. The Company will not require and the Employee is not obligated to assign to the Company any rights the Employee might have in any invention for which no equipment, supplies, facility or trade secret information of the Company was used which was developed entirely on her own time which neither relates to the Company's business nor the Company's actual or/and anticipated research or development or does not result from any work performed by her for the Company.

16.3 The Company is entitled in all respects to further develop, alter and modify all of the intellectual property rights to inventions held by/assigned to the Company under this Employment Contract. The Company is also entitled to assign all such rights to third parties in whole or in part.

16.4 The term inventions in paragraph 16.2 and 16.3. means any intellectual property regardless of whether or not patentable, copy right able or subject to trade mark or any other registration.

17. Termination

17.1 The parties can terminate this Employment Contract in accordance with the provisions on termination in the Danish Salaried Employees Act (Funktionærloven). Termination will for both parties be effective from the end of a month.

17.2 In case the Employee during a period of 12 consecutive months has received salary during illness for totally 120 days, the Company is entitled to terminate the Employee with one month's notice to expire at the end of a month according to the rules in the Danish Salaried Employees Act (Funktionærloven) § 5, item 2, provided that the notice of termination is given in immediate connection with the expiry of the 120 sick days and while the Employee is still sick.

17.3 The Employee is covered by the UL Inc. Executive Regular and Change in Control Severance Plan, as amended from time to time, or the applicable successor thereto for senior executives of the ULS Group (the “Executive Severance Plan”). The Executive Severance Plan is publicly filed as an exhibit to ULS’s registration statements and/or periodic reports with the U.S. Securities and Exchange Commission, and a copy thereof is available on ULS’s Investor Relations website or at www.sec.gov/search-filings.

18. General

18.1 The employment is subject to Danish law, including the regulations of the Danish Salaried Employees Act (Funktionærloven) and the Danish Holiday Act (Ferieloven). No collective agreement applies to the employment.

18.2 As part of the employment, the Company processes personal data concerning the Employee, including by collection, storage and disclosure. Transfer between corporate entities in ULS may also take place. Such processing takes place in accordance with the applicable data protection legislation. For further details see Data Privacy Policy (Fortrolighedspolitik) concerning personal data of the employees.

18.3 The Employee’s employment with the Company is based on the basic assumption that the Employee is subject to Danish social security throughout the employment. Therefore, the following applies in relation to social security coverage:

•The Company pays statutory contributions to ATP (a scheme for payment of supplementary old-age pension) and AES (a scheme for payment of compensation for occupational diseases).

•The Employee is insured against industrial injuries under an industrial injury insurance that the Company has currently taken out.

18.4 The Employee must observe the Company’s Standards of Business Conduct and all other existing rules and regulations of the Company, including rules about e-mail (see 15.1), and other important issues in relation to the employment.

Reference is made to the personnel handbook containing the Company’s material rules in force from time to time.

18.5 This Employment Contract supersedes and replaces in all respects any other agreement, including any previous employment contract, or any other document entered into or exchanged between the parties prior to the conclusion of this Employment Contract.

19. Signatures

19.1 This Employment Contract has been signed and executed in duplicate and the Company and the Employee have received one copy each.

Northbrook, December 3, 2024


UL International Demko A/S:			Gitte Schjøtz:

/s/ Linda Chapin Linda Chapin Executive Vice President and Chief Human Resources Officer of UL Solutions Inc., the corporate parent thereof			/s/ Gitte Schjøtz

Exhibit 99.1

PRESS RELEASE

UL Solutions names Chief Business Operations and Innovation Officer

Alex Dadakis to join UL Solutions leadership team in newly created role

NORTHBROOK, ILLINOIS — December 5, 2024 — UL Solutions Inc. (NYSE: ULS), a global leader in applied safety science, today announced it appointed Alex Dadakis as Executive Vice President, Chief Business Operations and Innovation Officer.

Dadakis, who most recently served as Senior Vice President, Global Head of Strategy and Corporate Development at Germany-based Knauf Group, Gebr KG, will start in the newly created position on January 27, 2025. He will report to Jennifer Scanlon, president and CEO of UL Solutions.

At UL Solutions, Dadakis will oversee the company’s day-to-day business operational functions. He will also lead and unify the areas of science-led strategy, commercial excellence, communications, technology and innovation.

“I’m thrilled to welcome Alex to UL Solutions in this dynamic new role,” said Scanlon. “In 2020, we launched the Alpha strategy to strengthen and simplify our customers’ experience and go-to-market approach with a centralized business model leveraging our science-based expertise. With the addition of Alex to our leadership team, we are evolving our model, unifying operations management and focusing innovation and science-led strategy efforts to drive ongoing value creation and benefit all stakeholders. Alex has a proven track record of driving operational excellence, transforming strategy into results, and creating superior value.”

Dadakis said: “UL Solutions is a recognized global leader in applied science safety, testing, inspection, certification and advisory services. I have been fortunate to witness the power of UL Solutions and its culture firsthand as a customer and I am excited to join Jenny and the leadership team as we write the next chapter of our growth. It is a great honor to be part of an organization focused on keeping people safe, delivering superior value for all stakeholders, and acting with future generations in mind.’’

Prior to Knauf, Dadakis was SVP and Chief Customer Experience and Strategy Officer at USG Corporation, where he started in 2017. Dadakis was an associate partner at management consulting firm Bain & Company before joining USG.

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.

Source Code: ULS-IR

Investors:

Dan Scott / Rodny Nacier, ICR Inc.

IR@ul.com

Media:

Kathy Fieweger

Senior Vice President - Communications

Kathy.Fieweger@ul.com

312-852-5156

Cover	Dec. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 03, 2024
Entity Registrant Name	UL Solutions Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-42012
Entity Tax Identification Number	27-0913800
Entity Address, Address Line One	333 Pfingsten Rd
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	272-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Trading Symbol	ULS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001901440