UL Solutions Initiates Proposed Secondary Public Offering of Class A Common Stock
UL Solutions Inc., a global leader in safety, testing, certification, and standards development, announced today the commencement of an underwritten public offering of its Class A common stock. The offering comprises a total of 12,500,000 shares of Class A common stock. Importantly, this offering is structured entirely as a secondary offering, meaning that all shares will be sold by UL Standards & Engagement (the “selling stockholder”), and UL Solutions itself will not issue any new shares or receive proceeds from the sale.
In addition to the primary offering, the underwriters involved in this transaction have been granted a 30-day option to purchase up to an additional 1,875,000 shares of Class A common stock from the selling stockholder. This option would be exercised at the public offering price, minus underwriting discounts and commissions. The inclusion of this over-allotment option provides underwriters with flexibility to accommodate potential investor demand and helps ensure a smooth distribution of shares in the market.
The proposed secondary offering will be led by two highly reputable financial institutions, Goldman Sachs & Co. LLC and J.P. Morgan, who will serve as lead managing bookrunners for the transaction. These firms bring extensive experience in managing large-scale public offerings, particularly in transactions involving complex securities structures and secondary sales.
The offering is being conducted pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (SEC) and became automatically effective upon filing on August 5, 2025. This shelf registration allows UL Solutions and the selling stockholder to offer and sell shares to the public in multiple tranches over time without the need to file a new registration statement for each sale, providing operational flexibility and enabling a more efficient capital markets process.
All sales in the proposed offering will be made solely through a preliminary prospectus supplement and the accompanying base prospectus. The preliminary prospectus supplement will detail the specific terms of the offering, including the number of shares offered, pricing, underwriting discounts and commissions, and any additional information required for potential investors to make informed decisions. Once filed with the SEC, the prospectus supplement will be publicly available on the SEC’s website at www.sec.gov.
Investors who wish to obtain copies of the preliminary prospectus supplement and the accompanying prospectus can do so directly from the lead underwriters. Goldman Sachs & Co. LLC can be contacted through its Prospectus Department at 200 West Street, New York, NY 10282, by phone at (866) 471-2526, via fax at 212-902-9316, or by email at prospectus-ny@ny.email.gs.com. J.P. Morgan Securities LLC can be contacted through Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, NY 11717, via email at prospectus-eq_fi@jpmchase.com, or postsalemanualrequests@broadridge.com. These documents provide essential information about the offering and the selling stockholder’s interests, ensuring transparency for all prospective investors.
It is important to note that this press release does not constitute an offer to sell or the solicitation of an offer to buy these securities. Additionally, the securities may not be sold in any jurisdiction where such a sale or solicitation would be deemed unlawful prior to registration or qualification under applicable securities laws. This statement underscores UL Solutions’ adherence to strict regulatory compliance standards in connection with its offering.
The transaction also benefits from the advisory support of Jefferies, which is acting as the capital markets advisor to the selling stockholder. Jefferies’ involvement provides additional expertise in structuring and marketing the secondary offering to maximize market reception and ensure that the sale is executed efficiently and in line with the selling stockholder’s objectives.
This secondary offering comes at a time when UL Solutions continues to solidify its position as a trusted authority in testing, certification, and standards development. The company’s Class A common stock trades on the New York Stock Exchange under the ticker symbol “ULS,” and the decision to conduct a secondary sale reflects a strategic move by the selling stockholder to monetize part of its existing holdings. Because the offering involves only secondary shares, UL Solutions itself will not raise capital through this transaction; the proceeds will flow entirely to the selling stockholder.
Historically, UL Solutions has leveraged its public market presence to enhance its corporate profile and support strategic initiatives across its global operations. While the company will not directly benefit from the sale proceeds in this secondary offering, a successful transaction can help reinforce investor confidence by demonstrating the liquidity and marketability of the company’s Class A common stock.
As a global leader, UL Solutions continues to expand its reach across key sectors, including product safety, sustainability, and performance testing, serving a diverse range of industries from consumer electronics to healthcare, industrial equipment, and energy solutions. The company’s reputation for rigorous testing standards and certifications makes it a cornerstone in enabling businesses worldwide to comply with regulatory requirements, mitigate risk, and enhance consumer trust.
Investors interested in participating in the offering should carefully review the preliminary prospectus supplement and base prospectus once they become available. These documents contain crucial information regarding potential risks, financial performance, governance, and the rights and obligations associated with the Class A common stock. Ensuring a comprehensive understanding of these materials is critical for making informed investment decisions.
In conclusion, UL Solutions’ announcement of a secondary public offering represents a key event in the company’s public market presence, providing an opportunity for the selling stockholder to realize liquidity while maintaining the company’s strong regulatory compliance and market credibility. The combination of leading underwriters, an effective shelf registration, and advisory support from Jefferies positions the offering for a successful execution in the capital markets.
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