UL Solutions Inc-A美股招股说明书(2025-12-02版)

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not anoffer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-289258 Preliminary Prospectus Supplement(To Prospectus dated August 5, 2025) 12,500,000 Shares UL Solutions Inc.Class A Common Stock This is a public offering of shares of Class A common stock of UL Solutions Inc. ULSE Inc. (“UL Standards & Engagement” or the “sellingstockholder”) is selling 12,500,000 shares of our Class A common stock. We will not be selling any shares in this offering, and we will not receiveany proceeds from the sale of shares of our Class A common stock offered by the selling stockholder. Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “ULS.” On December 1, 2025, the lastreported sale price of our Class A common stock as reported on the NYSE was $90.20 per share. We have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock andClass B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled toone vote. Each share of Class B common stock is entitled to ten votes, is convertible at the election of the holder thereof into one share ofClassAcommon stock at any time and is subject to mandatory conversion upon the occurrence of certain events. UL Standards & Engagement is theonly holder of our Class B common stock, and immediately following this offering, it will beneficially own 94.3% of the voting power of ouroutstanding capital stock, assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock from theselling stockholder. We are, and immediately following this offering will continue to be, a “controlled company” as defined under the corporate governance rules ofthe NYSE. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on pageS-9of this prospectus supplement, and thesection titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by our subsequentQuarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus supplement and the accompanying prospectus, to readabout factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission or any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to thecontrary is a criminal offense. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to the selling stockholder(1) (1)See “Underwriting” for a description of the compensation payable to the underwriters. The selling stockholder has granted the underwriters an option for a period of 30 days to purchase up to an additional 1,875,000 shares of ClassA common stock from it at the public offering price, less underwriting discounts and commissions. We will not receive any proceeds from the sale ofClass A common stock by the selling stockholder pursuant to any exercise of the underwriters’ option to purchase additional shares. Joint bookrunning managers(*in alphabetical order) J.P. Morgan* Goldman Sachs & Co. LLC* TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTTRADEMARKS, SERVICE MARKS AND TRADE NAMESMARKET AND INDUSTRY DATAWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING SECURITYHOLDERMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR CLASS ACOMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF OTHER SECURITIESGLOBAL SECURITIESSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains the specific terms of this offering of ourClass A common stock. The second part, the accompanying prospectus, dated August 5, 2025, gives more general information, someof which may not apply to this offering. This prospectus supplement and the information incorporated by reference into this prospectussupplement may add to, update or change the information in the accompanying prospectus. You should not assume that theinformation co