UL Solutions to acquire Eurofins' electrical testing business for $670M cash

the Company and a subsidiary of the Company have entered into a Sale and Purchase Agreement (as defined below) to acquire the electrical and electronics business of Eurofins Scientific SE

the Company will be providing supplemental information regarding the Transaction (as defined below) in a presentation that will be made available on the investor relations section of Company’s website

On April 13, 2026, Underwriters Laboratories Holdings B.V., a company registered in the Netherlands (“ULH”) and a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) by and among ULH, Eurofins Product Testing Lux Holding, a private limited liability company (société à responsabilité limitée) registered in Luxembourg with the Luxembourg Register of Commerce and Companies (the “Seller”), Eurofins International Holdings Lux SARL, a private limited liability company (société à responsabilité limitée) registered in Luxembourg with the Luxembourg Register of Commerce and Companies, as guarantor of the Seller, and the Company, as guarantor of ULH, pursuant to which, among other things, ULH will acquire the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company (société à responsabilité limitée) (the “Target”), and certain of its subsidiaries and related companies (together with the Target, the “Target Group”) (collectively, the “Transaction”).

ULH will pay aggregate consideration of approximately €575 million (approximately US $670 million) (the “Purchase Price”) in cash pursuant to the terms of the Transaction, subject to certain customary adjustments contemplated by the Sale and Purchase Agreement and related agreements (collectively, the “Purchase Agreements”). The Transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage) and adjustment for (i) any leakage from and after September 1, 2025 (the “Locked Box Date”) and (ii) additional consideration of €41,000 per day from the Locked Box Date to and including the closing date of the Transaction, in each case, in accordance with the Purchase Agreements. The Company expects to fund the Purchase Price with cash on hand, including proceeds from the Company’s previously announced divestiture of its Employee Health and Safety software business, and available capacity under its undrawn credit facility.

The Transaction is expected to close in the fourth quarter of 2026. There is no assurance that the Transaction will close on the anticipated terms and timeline, or at all. The obligations of the parties to consummate the Transaction are subject to the satisfaction (or, in certain instances, waiver) of certain customary closing conditions, including, among other things, (a) the following regulatory approvals: (i) approval (or confirmation that no such approval is required) under the United Kingdom National Security and Investment Act 2021, (ii) acceptance of a filing under the Finnish Screening of Foreign Corporate Acquisitions Act and written confirmation from the Finnish Ministry of Economic Affairs and Employment that no further action will be taken, (iii) a notification to the U.S. Directorate of Defense Trade Controls pursuant to the International Traffic in Arms Regulations, (iv) approval of the Transaction by the Competition and Markets Authority of the United Kingdom (or confirmation that no merger notice is required), (v) the expiration or termination of the applicable waiting period under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (vi) clearance or expiry of the statutory waiting period under the Korean Monopoly Regulation and Fair Trade Act

the occurrence of any event, change, or other circumstance that could give rise to the termination of the Sale and Purchase Agreement and payment of the Break Fee; the possibility that one or more closing conditions to the Transaction, including the receipt of certain regulatory approvals, may not be satisfied or waived, in a timely manner or at all

the Company’s ability or failure to successfully integrate the Target Group’s business with existing operations; the Company’s ability to realize anticipated synergies or obtain the results anticipated

the risk that the Transaction may not be completed within the expected timeframe, or at all; unexpected costs, charges or expenses resulting from the Transaction; uncertainty regarding the expected financial performance following completion of the Transaction