UL Solutions Inc. Files 8-K on Agreement Termination & Obligations

TL;DR

UL Solutions terminated a deal and took on new debt, potentially changing things for investors.

AI Summary

On October 28, 2025, UL Solutions Inc. filed an 8-K detailing the termination of a material definitive agreement and the creation of a direct financial obligation. The filing also addresses material modifications to the rights of security holders. Specific details regarding the agreements and obligations are not provided in this summary.

Why It Matters

This filing indicates significant changes in UL Solutions' contractual and financial standing, which could impact its operations and investor relations.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and the creation of new financial obligations suggest potential business shifts or financial restructuring that warrant closer examination.

Key Players & Entities

• UL Solutions Inc. (company) — Registrant
• October 28, 2025 (date) — Date of Report
• 001-42012 (other) — SEC File Number
• 27-0913800 (other) — I.R.S. Employer ID
• Delaware (other) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 per share ULS New York Stock Exchange
• $1.0 billion — . The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-curren
• $25 million — ty (the "2025 Credit Facility"), with a $25 million sub-limit for the issuance of letters o
• $500 m — acility by an aggregate amount of up to $500 million, subject to the consent of any le
• $291 million — October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The ini
• $100 m — of aggregate consideration in excess of $100 million, subject to a two fiscal quarter
• $250 million — rage ratio permits the netting of up to $250 million of unrestricted cash from funded debt.

Filing Documents

• uls-20251028.htm (8-K) — 33KB
• exhibit101.htm (EX-10.1) — 1245KB
• 0001628280-25-046843.txt ( ) — 1596KB
• uls-20251028.xsd (EX-101.SCH) — 2KB
• uls-20251028_lab.xml (EX-101.LAB) — 21KB
• uls-20251028_pre.xml (EX-101.PRE) — 12KB
• uls-20251028_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 28, 2025, UL Solutions Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement"), by and among the Company and certain of its non-U.S. subsidiaries as co-borrowers (collectively, the "Borrowers"), Bank of America, N.A., as administrative agent, and the lenders party thereto. The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (the "2025 Credit Facility"), with a $25 million sub-limit for the issuance of letters of credit. The Credit Agreement includes an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase. The Borrowers' obligations (other than the Company's) under the Credit Agreement are guaranteed by the Company. On October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The initial borrowing was used to refinance the outstanding amounts under that certain Credit Agreement, dated as of January 11, 2022, by and among the Company, UL LLC, the lenders party thereto and Bank of America, N.A., as administrative agent (as amended, the "2022 Credit Facility"). Additional amounts, if any, borrowed under the 2025 Credit Facility are anticipated to be used for general corporate purposes. Borrowings under the 2025 Credit Facility bear interest at a rate per annum equal to, at the applicable Borrower's option, (a) a specified benchmark rate for the applicable currency (which, in the case of U.S. Dollar loans, shall be the Term SOFR or Daily SOFR (in each case as defined in the Credit Agreement), at the applicable Borrower's option), plus a margin that ranges from 0.875% to 1.375% per annum or (b) for U.S. Dollar loans made to the Company only, a base rate (which

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive 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.

03. Material Modification to Rights of Security Holders

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).

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 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 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: October 28, 2025 By: /s/ Ryan D. Robinson Ryan D. Robinson Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR