UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 001-09225
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
| Minnesota | 41-0268370 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 1200 Willow Lake Boulevard, St. Paul, Minnesota | 55110-5101 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (651) 236-5900
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | FUL | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☒ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☐ |
|
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b) of the Exchange Act. Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 54,487,294 as of March 20, 2026.
Quarterly Report on Form 10-Q
Table of Contents
Item 1. Financial Statements
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | ||||||||
| February 28, | March 1, | |||||||
| 2026 | 2025 | |||||||
| Net revenue | $ | 770,844 | $ | 788,663 | ||||
| Cost of sales | (534,796 | ) | (561,588 | ) | ||||
| Gross profit | 236,048 | 227,075 | ||||||
| Selling, general and administrative expenses | (184,450 | ) | (180,628 | ) | ||||
| Other income, net | 6,749 | 3,207 | ||||||
| Interest expense | (32,871 | ) | (32,042 | ) | ||||
| Interest income | 2,073 | 1,100 | ||||||
| Income before income taxes and income from equity method investments | 27,549 | 18,712 | ||||||
| Income taxes | (7,422 | ) | (5,945 | ) | ||||
| Income from equity method investments | 918 | 497 | ||||||
| Net income including non-controlling interest | 21,045 | 13,264 | ||||||
| Net income attributable to non-controlling interest | - | (16 | ) | |||||
| Net income attributable to H.B. Fuller | $ | 21,045 | $ | 13,248 | ||||
| Earnings per share attributable to H.B. Fuller common stockholders: | ||||||||
| Basic | $ | 0.38 | $ | 0.24 | ||||
| Diluted | $ | 0.38 | $ | 0.24 | ||||
| Weighted-average common shares outstanding: | ||||||||
| Basic | 54,731 | 54,998 | ||||||
| Diluted | 55,513 | 56,029 | ||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
| Three Months Ended | ||||||||
| February 28, | March 1, | |||||||
| 2026 | 2025 | |||||||
| Net income including non-controlling interest | $ | 21,045 | $ | 13,264 | ||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation | 52,205 | (20,986 | ) | |||||
| Defined benefit pension plans adjustment, net of tax | 18 | 130 | ||||||
| Interest rate swaps, net of tax | 46 | (1,147 | ) | |||||
| Net investment hedges, net of tax | (9,705 | ) | 6,994 | |||||
| Other comprehensive income (loss) | 42,564 | (15,009 | ) | |||||
| Comprehensive income (loss) | 63,609 | (1,745 | ) | |||||
| Less: Comprehensive income attributable to non-controlling interest | 24 | 33 | ||||||
| Comprehensive income (loss) attributable to H.B. Fuller | $ | 63,585 | $ | (1,778 | ) | |||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
| February 28, | November 29, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 107,877 | $ | 107,213 | ||||
| Trade receivables (net of allowances of $ and $, as of February 28, 2026 and November 29, 2025, respectively) | 532,180 | 564,339 | ||||||
| Inventories | 506,776 | 471,963 | ||||||
| Other current assets | 128,502 | 119,750 | ||||||
| Total current assets | 1,275,335 | 1,263,265 | ||||||
| Property, plant and equipment | 2,009,591 | 1,956,209 | ||||||
| Accumulated depreciation | (1,052,979 | ) | (1,020,948 | ) | ||||
| Property, plant and equipment, net | 956,612 | 935,261 | ||||||
| Goodwill | 1,697,468 | 1,680,059 | ||||||
| Other intangibles, net | 791,098 | 805,867 | ||||||
| Other assets | 499,784 | 498,254 | ||||||
| Total assets | $ | 5,220,297 | $ | 5,182,706 | ||||
| Liabilities, non-controlling interest and total equity | ||||||||
| Current liabilities | ||||||||
| Trade payables | $ | 453,035 | $ | 470,132 | ||||
| Accrued compensation | 69,254 | 114,302 | ||||||
| Income taxes payable | 20,313 | 25,018 | ||||||
| Other accrued expenses | 123,306 | 133,907 | ||||||
| Total current liabilities | 665,908 | 743,359 | ||||||
| Long-term debt | 2,076,062 | 2,016,937 | ||||||
| Accrued pension liabilities | 52,124 | 51,317 | ||||||
| Other liabilities | 360,898 | 367,899 | ||||||
| Total liabilities | $ | 3,154,992 | $ | 3,179,512 | ||||
| Commitments and contingencies (Note 13) | ||||||||
| Equity | ||||||||
| H.B. Fuller stockholders' equity: | ||||||||
| Preferred stock ( shares outstanding) shares authorized – | - | - | ||||||
| Common stock, par value $ per share, shares authorized – , shares issued and outstanding – and as of February 28, 2026 and November 29, 2025, respectively | $ | 54,476 | $ | 54,175 | ||||
| Additional paid-in capital | 309,114 | 298,017 | ||||||
| Retained earnings | 2,034,220 | 2,026,071 | ||||||
| Accumulated other comprehensive loss | (332,505 | ) | (375,045 | ) | ||||
| Total H.B. Fuller stockholders' equity | 2,065,305 | 2,003,218 | ||||||
| Non-controlling interest | - | (24 | ) | |||||
| Total equity | 2,065,305 | 2,003,194 | ||||||
| Total liabilities, non-controlling interest and total equity | $ | 5,220,297 | $ | 5,182,706 | ||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Total Equity
(In thousands)
(Unaudited)
| H.B. Fuller Company Stockholders | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common | Paid-in | Retained | Comprehensive | Non-Controlling | ||||||||||||||||||||
| Stock | Capital | Earnings | Income (Loss) | Interest | Total | |||||||||||||||||||
| Balance at November 29, 2025 | $ | 54,175 | $ | 298,017 | $ | 2,026,071 | $ | (375,045 | ) | $ | (24 | ) | $ | 2,003,194 | ||||||||||
| Comprehensive income | - | - | 21,045 | 42,540 | 24 | 63,609 | ||||||||||||||||||
| Dividends | - | - | (12,896 | ) | - | - | (12,896 | ) | ||||||||||||||||
| Stock option exercises | 183 | 7,615 | - | - | - | 7,798 | ||||||||||||||||||
| Share-based compensation plans and other, net | 166 | 6,356 | - | - | - | 6,522 | ||||||||||||||||||
| Repurchases of common stock | (48 | ) | (2,874 | ) | - | - | - | (2,922 | ) | |||||||||||||||
| Balance at February 28, 2026 | $ | 54,476 | $ | 309,114 | $ | 2,034,220 | $ | (332,505 | ) | $ | - | $ | 2,065,305 | |||||||||||
| H.B. Fuller Company Stockholders | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common | Paid-in | Retained | Comprehensive | Non-Controlling | ||||||||||||||||||||
| Stock | Capital | Earnings | Income (Loss) | Interest | Total | |||||||||||||||||||
| Balance at November 30, 2024 | $ | 54,657 | $ | 322,636 | $ | 1,924,761 | $ | (473,395 | ) | $ | 1,189 | $ | 1,829,848 | |||||||||||
| Comprehensive income (loss) | - | - | 13,248 | (15,026 | ) | 33 | (1,745 | ) | ||||||||||||||||
| Dividends | - | - | (12,285 | ) | - | - | (12,285 | ) | ||||||||||||||||
| Stock option exercises | 33 | 1,351 | - | - | - | 1,384 | ||||||||||||||||||
| Share-based compensation plans and other, net | 229 | 5,307 | - | - | - | 5,536 | ||||||||||||||||||
| Repurchases of common stock | (729 | ) | (43,648 | ) | - | - | - | (44,377 | ) | |||||||||||||||
| Balance at March 1, 2025 | $ | 54,190 | $ | 285,646 | $ | 1,925,724 | $ | (488,421 | ) | $ | 1,222 | $ | 1,778,361 | |||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended | ||||||||
| February 28, 2026 | March 1, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income including non-controlling interest | $ | 21,045 | $ | 13,264 | ||||
| Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||||||||
| Depreciation | 24,354 | 21,717 | ||||||
| Amortization | 22,011 | 20,880 | ||||||
| Deferred income taxes | (2,422 | ) | 5,837 | |||||
| Income from equity method investments, net of dividends received | (918 | ) | (497 | ) | ||||
| Loss (gain) on sale or disposal of assets | 1,029 | (46 | ) | |||||
| Share-based compensation | 5,348 | 4,708 | ||||||
| Pension and other post-retirement benefit plan activity | (1,862 | ) | (1,988 | ) | ||||
| Loss on the sale of a business | - | 1,515 | ||||||
| Change in assets and liabilities, net of effects of acquisitions: | ||||||||
| Trade receivables, net | 39,563 | 13,900 | ||||||
| Inventories | (28,861 | ) | (27,122 | ) | ||||
| Other assets | (3,224 | ) | (295 | ) | ||||
| Trade payables | 3,048 | (14,272 | ) | |||||
| Accrued compensation | (46,425 | ) | (37,913 | ) | ||||
| Other accrued expenses | (12,537 | ) | (11,959 | ) | ||||
| Income taxes payable | (12,699 | ) | (21,854 | ) | ||||
| Other liabilities | (9,854 | ) | (311 | ) | ||||
| Foreign currency remeasurement | (1,570 | ) | (18,471 | ) | ||||
| Net cash used in operating activities | (3,974 | ) | (52,907 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchased property, plant and equipment | (57,701 | ) | (32,984 | ) | ||||
| Purchased businesses, net of cash acquired | - | (162,032 | ) | |||||
| Proceeds from sale of property, plant and equipment | 321 | 477 | ||||||
| Purchase of cost method investment | - | (2,549 | ) | |||||
| Proceeds from the sale of a business | - | 75,727 | ||||||
| Net cash used in investing activities | (57,380 | ) | (121,361 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of long-term debt | 288,100 | 526,300 | ||||||
| Repayment of long-term debt | (231,441 | ) | (359,535 | ) | ||||
| Net payment of notes payable | - | (164 | ) | |||||
| Dividends paid | (12,798 | ) | (12,193 | ) | ||||
| Proceeds from stock options exercised | 7,798 | 1,384 | ||||||
| Repurchases of common stock | (2,922 | ) | (44,377 | ) | ||||
| Net cash provided by financing activities | 48,737 | 111,415 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 13,281 | (756 | ) | |||||
| Net change in cash and cash equivalents | 664 | (63,609 | ) | |||||
| Cash and cash equivalents at beginning of period | 107,213 | 169,352 | ||||||
| Cash and cash equivalents at end of period | $ | 107,877 | $ | 105,743 | ||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except per share amounts)
(Unaudited)
Note 1: Basis of Presentation
Overview
The accompanying unaudited interim Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended November 29, 2025 as filed with the Securities and Exchange Commission.
New Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in our Consolidated Financial Statements. Our effective date of this ASU is our fiscal year ending December 2, 2028. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. Our effective date of this ASU is our fiscal year ending November 28, 2026. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.
Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.
Supplier Finance Program
We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations that were confirmed as valid and remained outstanding as of February 28, 2026, and November 29, 2025, were approximately $8,633 and $7,379, respectively. These obligations under the Company’s supplier finance programs are included in accounts payable in the Consolidated Balance Sheets, and the associated payments are reflected in the cash flows from operating activities section of the Consolidated Statements of Cash Flows.
Short-term notes classified as long-term debt
As of February 28, 2026, the Company had 10-year unsecured public notes with an aggregate principal balance of $300,000 and a fixed coupon rate of 4.0 percent due February 15, 2027, classified as long term debt on the accompanying Consolidated Balance Sheets based on the Company’s intent and ability to refinance the notes on a long‑term basis. The Company maintains a revolving credit facility with maturity extending beyond twelve months from the balance sheet date and sufficient borrowing capacity to replace the notes with a long-term financing facility.
Note 2: Acquisitions
ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc.
On November 17, 2025, we completed the acquisition of ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc. ("ND Industries Turkey") for a purchase price of 334,106 Turkish lira, or approximately $7,902 which was funded through existing cash. This includes a holdback amount of 105,699 Turkish lira that will be paid in two payments on the 18-month and 36-month anniversaries of the closing date. Headquartered in Istanbul, Turkey, ND Industries Turkey is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Turkey is expected to accelerate the realization of our top growth priorities in EIMEA, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was preliminary as of February 28, 2026 and includes goodwill of $3,960, other intangible assets of $3,300 and other net assets of $642. Goodwill represents expected synergies from combining ND Industries Turkey with our existing business. Goodwill is not deductible for tax purposes. ND Industries Turkey is included in our Engineering Adhesives operating segment.
ND Industries Asia, Inc.
On February 15, 2025, we acquired the assets of ND Industries Asia, Inc. ("ND Industries Taiwan") for a purchase price of 271,860 Taiwan dollars, or approximately $8,310 which was funded through existing cash. Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was final as of November 29, 2025 and includes goodwill of $2,801, other intangible assets of $2,400 and other net assets of $3,109. Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill is not deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.
GEM S.r.l. and Medifill Limited
On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of 191,868 Euros, or approximately $196,990 which was funded through borrowings on our credit facility and existing cash. The transaction includes a 30,000 Euro holdback to be paid in three annual tranches beginning year after the date of acquisition with the first payment made during the first quarter 2026. The fair value of the holdback was 22,617 Euros and is included in the total purchase price. See Note 11 for more information on the fair value of the holdback.
Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC 805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill establish a European headquarters for our Medical Adhesives Technologies business and European production capabilities for our medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurement was final as of February 28, 2026 and includes goodwill of $91,430, other intangible assets of $104,723 and other net assets of $837. Goodwill represents expected synergies from combining GEM and Medifill with our existing business. Goodwill is not deductible for tax purposes. GEM and Medifill are included in our Hygiene, Health and Consumable Adhesives operating segment.
Note 3: Restructuring Actions
Restructuring Plans
During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans were implemented in the second quarter of fiscal year 2023 and were completed as of November 29, 2025. Remaining cash payments will continue into fiscal year 2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $85,000 to $90,000 for severance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.
The following table summarizes the pre-tax distribution of charges under these restructuring plans by income statement classification:
| Three Months Ended |
||||||||
| February 28, 2026 |
March 1, 2025 |
|||||||
| Cost of sales |
$ | 1,619 | $ | 2,954 | ||||
| Selling, general and administrative |
375 | 557 | ||||||
| Other expense, net |
1,196 | - | ||||||
| $ | 3,190 | $ | 3,511 | |||||
The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.
A summary of the restructuring liability is presented below:
| Employee-Related |
Asset-Related |
Other |
Total |
|||||||||||||
| Balance at November 30, 2024 |
$ | 8,430 | $ | - | $ | - | $ | 8,430 | ||||||||
| Expenses incurred |
14,314 | (547 | ) | 3,102 | 16,869 | |||||||||||
| Non-cash charges |
- | 547 | (580 | ) | (33 | ) | ||||||||||
| Cash payments |
(14,143 | ) | - | (2,522 | ) | (16,665 | ) | |||||||||
| Foreign currency translation |
360 | - | - | 360 | ||||||||||||
| Balance at November 29, 2025 |
$ | 8,961 | $ | - | $ | - | $ | 8,961 | ||||||||
| Expenses incurred |
710 | 1,065 | 1,415 | 3,190 | ||||||||||||
| Non-cash charges |
- | (1,065 | ) | (1,302 | ) | (2,367 | ) | |||||||||
| Cash payments |
(3,770 | ) | - | (113 | ) | (3,883 | ) | |||||||||
| Foreign currency translation |
(15 | ) | - | - | (15 | ) | ||||||||||
| Balance at February 28, 2026 |
$ | 5,886 | $ | - | $ | - | $ | 5,886 | ||||||||
Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets, impairments of certain long-lived assets, the recording of an inventory provision related to the discontinuance of certain products, and inventory disposals. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.
Other Restructuring
During the first quarter of 2026, the Company approved other restructuring actions related to global footprint optimization. The other restructuring actions began to be implemented in the first quarter of 2026 and are currently expected to be completed during fiscal year 2028. Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027. In implementing the other restructuring actions, the Company currently expects to incur pre-tax costs of approximately $10,200 to $12,200 for severance and related employee costs globally, and other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the actions.
The following table summarizes the pre-tax distribution of charges under these restructuring actions by income statement classification:
| Three Months Ended |
||||||||
| February 28, 2026 |
March 1, 2025 |
|||||||
| Cost of sales |
$ | 3,920 | $ | - | ||||
| Selling, general and administrative |
910 | - | ||||||
| $ | 4,830 | $ | - | |||||
The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.
A summary of the restructuring liability is presented below:
| Employee-Related |
Asset-Related |
Total |
||||||||||
| Expenses incurred |
1,731 | 3,099 | 4,830 | |||||||||
| Non-cash charges |
- | (3,099 | ) | (3,099 | ) | |||||||
| Cash payments |
(1,369 | ) | - | (1,369 | ) | |||||||
| Foreign currency translation |
15 | - | 15 | |||||||||
| Balance at February 28, 2026 |
$ | 377 | $ | - | $ | 377 | ||||||
Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets and impairments of certain long-lived assets. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.
Note 4: Inventories
The composition of inventories is as follows:
| February 28, |
November 29, |
|||||||
| 2026 |
2025 |
|||||||
| Raw materials |
$ | 212,248 | $ | 199,031 | ||||
| Finished goods |
294,528 | 272,932 | ||||||
| Total inventories |
$ | 506,776 | $ | 471,963 | ||||
Note 5: Goodwill and Other Intangible Assets
The goodwill activity by reportable segment for the three months ended February 28, 2026 is presented below:
| Hygiene, Health | Building | |||||||||||||||
| and Consumable |
Engineering |
Adhesive |
||||||||||||||
| Adhesives |
Adhesives |
Solutions |
Total |
|||||||||||||
| Balance at November 29, 2025 |
$ | 517,763 | $ | 610,107 | $ | 552,189 | $ | 1,680,059 | ||||||||
| Acquisitions |
1,048 | (756 | ) | - | 292 | |||||||||||
| Foreign currency translation effect |
11,430 | (484 | ) | 6,171 | 17,117 | |||||||||||
| Balance at February 28, 2026 |
$ | 530,241 | $ | 608,867 | $ | 558,360 | $ | 1,697,468 | ||||||||
Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:
| February 28, 2026 |
||||||||||||||||
| Purchased |
||||||||||||||||
| Technology |
Customer |
|||||||||||||||
| Amortizable Intangible Assets |
and Patents |
Relationships |
Trade Names |
Total |
||||||||||||
| Original cost |
$ | 235,196 | $ | 990,601 | $ | 82,015 | $ | 1,307,812 | ||||||||
| Accumulated amortization |
(62,365 | ) | (418,027 | ) | (36,322 | ) | (516,714 | ) | ||||||||
| Net identifiable intangibles |
$ | 172,831 | $ | 572,574 | $ | 45,693 | $ | 791,098 | ||||||||
| November 29, 2025 |
||||||||||||||||
| Purchased |
||||||||||||||||
| Technology |
Customer |
|||||||||||||||
| Amortizable Intangible Assets |
and Patents |
Relationships |
Trade Names |
Total |
||||||||||||
| Original cost |
$ | 232,522 | $ | 998,889 | $ | 81,228 | $ | 1,312,639 | ||||||||
| Impairment |
- | - | (734 | ) | (734 | ) | ||||||||||
| Accumulated amortization |
(57,778 | ) | (414,706 | ) | (33,554 | ) | (506,038 | ) | ||||||||
| Net identifiable intangibles |
$ | 174,744 | $ | 584,183 | $ | 46,940 | $ | 805,867 | ||||||||
Amortization expense with respect to amortizable intangible assets was $22,011 and $20,880 for the three months ended February 28, 2026 and March 1, 2025, respectively.
Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:
| Remainder |
||||||||||||||||||||||||
| Fiscal Year |
2026 |
2027 |
2028 |
2029 |
2030 |
Thereafter |
||||||||||||||||||
| Amortization expense |
$ | 78,020 | $ | 106,393 | $ | 107,953 | $ | 101,882 | $ | 75,346 | $ | 321,504 | ||||||||||||
The above amortization expense forecast is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.
Note 6: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans
| Three Months Ended February 28, 2026 and March 1, 2025 |
||||||||||||||||||||||||
| Other |
||||||||||||||||||||||||
| Pension Benefits |
Postretirement |
|||||||||||||||||||||||
| U.S. Plans |
Non-U.S. Plans |
Benefits |
||||||||||||||||||||||
| Net periodic (benefit) cost: |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
||||||||||||||||||
| Service cost |
$ | - | $ | - | $ | 324 | $ | 368 | $ | - | $ | - | ||||||||||||
| Interest cost |
3,097 | 3,242 | 1,663 | 1,442 | 218 | 249 | ||||||||||||||||||
| Expected return on assets |
(5,782 | ) | (5,717 | ) | (1,838 | ) | (1,624 | ) | (3,801 | ) | (3,484 | ) | ||||||||||||
| Amortization: |
||||||||||||||||||||||||
| Prior service cost |
- | - | 30 | 28 | - | - | ||||||||||||||||||
| Actuarial loss (gain) |
1,895 | 1,953 | 484 | 475 | (2,429 | ) | (2,277 | ) | ||||||||||||||||
| Settlement charge |
123 | |||||||||||||||||||||||
| Net periodic (benefit) cost |
$ | (790 | ) | $ | (522 | ) | $ | 786 | $ | 689 | $ | (6,012 | ) | $ | (5,512 | ) | ||||||||
Service cost is included with employee compensation cost in cost of sales and selling, general and administrative expenses in the Consolidated Statements of Income. The components of our net periodic defined benefit pension and postretirement benefit costs other than service cost are presented in other income, net in the Consolidated Statements of Income.
Note 7: Accumulated Other Comprehensive Income (Loss)
The following table provides details of total comprehensive income (loss):
| Three Months Ended February 28, 2026 |
Three Months Ended March 1, 2025 |
|||||||||||||||||||||||||||||||
| Non- |
Non- |
|||||||||||||||||||||||||||||||
| controlling |
controlling |
|||||||||||||||||||||||||||||||
| H.B. Fuller Stockholders |
Interest |
H.B. Fuller Stockholders |
Interest |
|||||||||||||||||||||||||||||
| Pre-tax |
Tax |
Net |
Net |
Pre-tax |
Tax |
Net |
Net |
|||||||||||||||||||||||||
| Net income attributable to H.B. Fuller and non-controlling interest |
$ | 21,045 | $ | - | $ | 13,248 | $ | 16 | ||||||||||||||||||||||||
| Foreign currency translation¹ |
$ | 52,181 | $ | - | 52,181 | 24 | $ | (21,003 | ) | $ | - | (21,003 | ) | 17 | ||||||||||||||||||
| Defined benefit pension plans adjustment² |
10 | 8 | 18 | - | 179 | (49 | ) | 130 | - | |||||||||||||||||||||||
| Interest rate swaps³ |
61 | (15 | ) | 46 | - | (1,516 | ) | 369 | (1,147 | ) | - | |||||||||||||||||||||
| Net investment hedges³ |
(12,826 | ) | 3,121 | (9,705 | ) | - | 9,244 | (2,250 | ) | 6,994 | - | |||||||||||||||||||||
| Other comprehensive income (loss) |
$ | 39,426 | $ | 3,114 | $ | 42,540 | $ | 24 | $ | (13,096 | ) | $ | (1,930 | ) | $ | (15,026 | ) | $ | 17 | |||||||||||||
| Comprehensive income (loss) |
$ | 63,585 | $ | 24 | $ | (1,778 | ) | $ | 33 | |||||||||||||||||||||||
1 Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries.
2 Amounts reclassified from accumulated other comprehensive loss into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, selling general and administrative expense and other income, net.
3 Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.
The components of accumulated other comprehensive loss are as follows:
| February 28, 2026 | ||||||||||||
| Non- | ||||||||||||
| H.B. Fuller | controlling | |||||||||||
| Total | Stockholders | Interest | ||||||||||
| Foreign currency translation adjustment | $ | (136,973 | ) | $ | (137,882 | ) | $ | 909 | ||||
| Defined benefit pension plans adjustment, net of taxes of $ | (67,147 | ) | (67,147 | ) | - | |||||||
| Interest rate swap, net of taxes of $ | (13,820 | ) | (13,820 | ) | - | |||||||
| Net investment hedges, net of taxes of $ | (95,315 | ) | (95,315 | ) | - | |||||||
| Reclassification of AOCI tax effects | (18,341 | ) | (18,341 | ) | - | |||||||
| Accumulated other comprehensive (loss) income | $ | (331,596 | ) | $ | (332,505 | ) | $ | 909 | ||||
| November 29, 2025 | ||||||||||||
| Non- | ||||||||||||
| H.B. Fuller | controlling | |||||||||||
| Total | Stockholders | Interest | ||||||||||
| Foreign currency translation adjustment | $ | (189,131 | ) | $ | (190,064 | ) | $ | 933 | ||||
| Defined benefit pension plans adjustment, net of taxes of $ | (67,164 | ) | (67,164 | ) | - | |||||||
| Interest rate swap, net of taxes of $ | (13,866 | ) | (13,866 | ) | - | |||||||
| Net investment hedges, net of taxes of $ | (85,610 | ) | (85,610 | ) | - | |||||||
| Reclassification of AOCI tax effects | (18,341 | ) | (18,341 | ) | - | |||||||
| Accumulated other comprehensive (loss) income | $ | (374,112 | ) | $ | (375,045 | ) | $ | 933 | ||||
Note 8: Income Taxes
Income tax expense for the three months ended February 28, 2026 includes $98 of discrete tax expense relating to various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 26.6 percent for the three months ended February 28, 2026.
Income tax expense for the three months ended March 1, 2025 includes $992 of discrete tax expense relating to various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 26.5 percent for the three months ended March 1, 2025.
As of February 28, 2026, we had a liability of $8,969 recorded for gross unrecognized tax benefits (excluding interest) compared to $9,206 as of November 29, 2025. As of February 28, 2026 and November 29, 2025, we had accrued $1,976 and $2,158 of gross interest relating to unrecognized tax benefits, respectively.
Note 9: Earnings Per Share
A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:
| Three Months Ended |
||||||||
| February 28, |
March 1, |
|||||||
| (Shares in thousands) |
2026 |
2025 |
||||||
| Weighted-average common shares - basic |
54,731 | 54,998 | ||||||
| Equivalent shares from share-based compensations plans |
782 | 1,031 | ||||||
| Weighted-average common and common equivalent shares diluted |
55,513 | 56,029 | ||||||
Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.
Share-based compensation awards of 2,908,350 and 2,140,479 shares for the three months ended February 28, 2026 and March 1, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.
Note 10: Financial Instruments
Overview
As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.
We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings.
We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis.
Cash Flow Hedges
On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR debt to a fixed rate of 3.6895 percent that matures on January 12, 2028. On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1-month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. The combined fair value of the interest rate swap was a liability of $3,882 at February 28, 2026 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.
On March 16, 2023, we entered into an interest rate swap agreement to convert $300,000 of our 1-month SOFR debt to a fixed rate of 3.7210 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was a liability of $3,183 at February 28, 2026 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.
On March 16, 2023, we entered into an interest rate swap agreement to convert $100,000 of our 1-month SOFR debt to a fixed rate of 3.8990 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was a liability of $1,370 at February 28, 2026 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for these interest rate swaps. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.
The amounts of pretax income (loss) recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:
| Three Months Ended |
||||||||
| February 28, 2026 |
March 1, 2025 |
|||||||
| Interest rate swap contracts |
61 | (1,516 | ) | |||||
Fair Value Hedges
On February 12, 2021, we entered into interest rate swap agreements to convert our $300,000 Public Notes that were issued on October 20, 2020 to a variable interest rate of 1-month LIBOR plus 3.28 percent. On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement. As a result, the interest rate swap agreement was converted to Overnight SOFR plus 3.28 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform. These interest rate swap agreements mature on October 15, 2028. The combined fair value of the interest rate swaps was a liability of $18,230 at February 28, 2026, and was included in other liabilities in the Consolidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges. We apply the short cut method and assume hedge effectiveness. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps.
Net Investment Hedges
On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of maturing in October 2028. On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of with tranches maturing in August 2025, August 2026 and February 2027. On July 18, 2025, we amended the agreement for the two tranches of the fixed-to-fixed cross-currency interest rate swap, of each, that matured in August 2025 to a maturity date of February 2027. On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreement. As a result, the 1-month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent. On July 17, 2023, we amended the 1-month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform. As of February 28, 2026, the combined fair value of the swaps was a liability of $125,854 and was included in other liabilities in the Consolidated Balance Sheets. The cross-currency interest rate swaps hedge a portion of the Company’s investment in Euro denominated foreign subsidiaries.
The swaps are designated as net investment hedges for accounting treatment. The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency swaps was a loss of $95,315 as of February 28, 2026. The amounts of pretax loss recognized in comprehensive income related to the net investment hedge was $12,826 for the three months ended February 28, 2026. As of February 28, 2026, we reclassified $89 of losses into earnings from net investment hedges and we expect to reclassify $357 of losses into earnings within the next twelve months. This is related to the portion excluded from the assessment of hedge effectiveness for the net investment hedges in the amount of $706.
Derivatives Not Designated as Hedging Instruments
We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities. See Note 11 for the fair value amounts of these derivative instruments.
As of February 28, 2026, we had forward foreign currency contracts maturing between March 2, 2026 and July 8, 2026. The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.
The amounts of pretax gains recognized in other income, net related to derivative instruments not designated as hedging instruments for the three months ended February 28, 2026 and March 1, 2025 were $2,920 and $40, respectively.
Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of February 28, 2026, there were no significant concentrations of credit risk.
Note 11: Fair Value Measurements
Overview
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
| ● |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
| ● |
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. |
|
| ● |
Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability. |
Balances Measured at Fair Value on a Recurring Basis
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of February 28, 2026 and November 29, 2025, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
| February 28, |
Fair Value Measurements Using: |
|||||||||||||||
| Description |
2026 |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
| Assets: |
||||||||||||||||
| Marketable securities |
$ | 7,495 | $ | 7,495 | $ | - | $ | - | ||||||||
| Foreign exchange contract assets |
4,419 | - | 4,419 | - | ||||||||||||
| Liabilities: |
||||||||||||||||
| Foreign exchange contract liabilities |
$ | 1,498 | $ | - | $ | 1,498 | $ | - | ||||||||
| Interest rate swaps, cash flow hedge liabilities |
8,435 | 8,435 | - | |||||||||||||
| Interest rate swaps, fair value hedge liabilities |
18,230 | - | 18,230 | - | ||||||||||||
| Net investment hedge liabilities |
125,854 | - | 125,854 | - | ||||||||||||
| Holdback liability |
22,617 | - | - | 22,617 | ||||||||||||
| November 29, |
Fair Value Measurements Using: |
|||||||||||||||
| Description |
2025 |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
| Assets: |
||||||||||||||||
| Marketable securities |
$ | 4,352 | $ | 4,352 | $ | - | $ | - | ||||||||
| Foreign exchange contract assets |
4,841 | - | 4,841 | - | ||||||||||||
| Interest rate swaps, cash flow hedge assets |
- | - | - | - | ||||||||||||
| Liabilities: |
||||||||||||||||
| Foreign exchange contract liabilities |
$ | 635 | $ | - | $ | 635 | $ | - | ||||||||
| Interest rate swaps, cash flow hedge liabilities |
8,498 | - | 8,498 | - | ||||||||||||
| Interest rate swaps, fair value hedge liabilities |
20,481 | - | 20,481 | - | ||||||||||||
| Net investment hedge liabilities |
113,144 | - | 113,144 | - | ||||||||||||
| Holdback liability |
33,578 | - | - | 33,578 | ||||||||||||
The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $22,617 as of February 28, 2026. Adjustments to the fair value of the holdback are recorded to interest expense in the Statement of Income. See Note 2 for further discussion regarding our acquisitions. The following table provides details of this Level 3 liability.
| Amounts |
||||
| Balance at November 29, 2025 |
$ | 33,578 | ||
| Payment of holdback liability |
(11,596 | ) | ||
| Interest |
221 | |||
| Foreign currency translation adjustment |
414 | |||
| Balance at February 28, 2026 |
$ | 22,617 | ||
Balances Measured at Fair Value on a Nonrecurring Basis
We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include intangible assets acquired in an acquisition. The identified intangible assets of customer relationships, technology and tradenames acquired in connection with our acquisitions were measured using unobservable (Level 3) inputs. The fair value of the intangible assets was calculated using either the income or cost approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, attrition rate, royalty rate and discount rate.
See Note 2 for further discussion regarding our acquisitions.
Balances Disclosed at Fair Value
Long-term debt had an estimated fair value of $2,115,526 and $2,041,062 as of February 28, 2026 and November 29, 2025, respectively. The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange.
Note 12: Commitments and Contingencies
Environmental Matters
We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $2,666 and $2,625 as of February 28, 2026 and November 29, 2025, respectively, for probable and reasonably estimable environmental remediation costs.
While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.
Other Legal Proceedings
From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow.
We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought.
A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party.
In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent.
A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:
| Three Months Ended |
3 Years Ended |
|||||||||||
| February 28, 2026 |
March 1, 2025 |
November 29, 2025 |
||||||||||
| Lawsuits and claims settled |
2 | 2 | 28 | |||||||||
| Settlement amounts |
$ | 258 | $ | 4 | $ | 5,882 | ||||||
| Insurance payments received or expected to be received |
$ | 192 | $ | 2 | $ | 3,547 | ||||||
We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries.
In February 2024, the named plaintiffs in Rouse et al. v. H.B. Fuller Company et al. filed a third amended complaint in their lawsuit against the Company and one of its subsidiaries, which was initiated in September 2022. The suit is pending in the federal District of Minnesota and seeks damages arising from property damage attributed to alleged defects in grout sold by the Company’s divested North America Flooring business. As previously disclosed, the Company and the plaintiffs agreed in principle to settle this matter for up to $75.0 million. Under the proposed settlement, in lieu of funding the maximum settlement amount, the Company’s payment obligations will be limited to validly submitted claims, settlement administration costs, service awards, and plaintiffs’ attorneys’ fees and expenses. The terms of a definitive settlement agreement will be subject to court approval. In light of these developments, the Company concluded that a loss is probable and reasonably estimable and recorded an accrual in anticipation of the settlement of $34.8 million ($26.3 million after tax) based on a range of possible outcomes. This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of February 28, 2026 and November 29, 2025. The Company believes that it is entitled to reimbursement from its insurers for a substantial portion of the potential settlement amount as well as legal fees already incurred and paid and is actively pursuing reimbursement from its insurers.
Note 13: Share Repurchase Program
On April 22, 2022, the Board of Directors authorized a share repurchase program of up to $300,000 of our outstanding common shares for a period of up to years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchasing shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital.
During the first quarter of 2026, we did repurchase shares under this program. During the first quarter of 2025, we repurchased shares under this program with an aggregate value of $41,153. Of this amount, $678 reduced common stock and $40,475 reduced additional paid-in capital.
Note 14: Segments
Our reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization and foreign currency gain/loss, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, Corporate Unallocated includes and Adjusted EBITDA excludes amounts related to business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of a global Enterprise Resource Planning ("ERP") system that we refer to as Project ONE. Corporate assets are not allocated to the operating segments. Inter-segment revenues are recorded at cost plus a markup for administrative costs. See below for a reconciliation of Adjusted EBITDA to net income attributable H.B. Fuller as reflected in the audited consolidated statement of income.
The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment. Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period. The costs for these allocated resources are not tracked on a “where-used” basis as financial performance is assessed at the total operating segment level.
Reportable operating segment financial information is as follows:
| Hygiene, Health |
Building |
|||||||||||||||||||||||
| Three Months Ended: |
and Consumable |
Engineering |
Adhesive |
Corporate |
H.B. Fuller |
|||||||||||||||||||
| February 28, 2026 |
Adhesives |
Adhesives |
Solutions |
Total |
Unallocated |
Consolidated |
||||||||||||||||||
| Net revenue |
$ | 346,527 | $ | 242,448 | $ | 181,869 | $ | 770,844 | $ | - | $ | 770,844 | ||||||||||||
| Segment expenses and other items 1 |
298,490 | 194,289 | 160,260 | 653,039 | (899 | ) | 652,140 | |||||||||||||||||
| Adjusted EBITDA |
$ | 48,037 | $ | 48,159 | $ | 21,609 | $ | 117,805 | $ | 899 | $ | 118,704 | ||||||||||||
| Depreciation and amortization |
$ | 16,553 | $ | 15,922 | $ | 13,548 | $ | 46,023 | $ | 342 | $ | 46,365 | ||||||||||||
| Capital Expenditures |
9,905 | 6,608 | 8,233 | 24,746 | 32,955 | 57,701 | ||||||||||||||||||
| Hygiene, Health |
Building |
|||||||||||||||||||||||
| Three Months Ended: |
and Consumable |
Engineering |
Adhesive |
Corporate |
H.B. Fuller |
|||||||||||||||||||
| March 1, 2025 |
Adhesives |
Adhesives |
Solutions |
Total |
Unallocated |
Consolidated |
||||||||||||||||||
| Net revenue |
$ | 368,225 | $ | 236,758 | $ | 183,680 | $ | 788,663 | $ | - | $ | 788,663 | ||||||||||||
| Segment expenses and other items 1 |
321,334 | 192,570 | 161,877 | 675,781 | (1,474 | ) | 674,307 | |||||||||||||||||
| Adjusted EBITDA |
$ | 46,891 | $ | 44,188 | $ | 21,803 | $ | 112,882 | $ | 1,474 | $ | 114,356 | ||||||||||||
| Depreciation and amortization |
$ | 14,731 | $ | 15,165 | $ | 12,671 | $ | 42,567 | $ | 30 | $ | 42,597 | ||||||||||||
| Capital Expenditures |
2,286 | 6,999 | 6,438 | 15,723 | 17,261 | 32,984 | ||||||||||||||||||
1 Segment expenses and other items for all segments primarily include raw material costs, compensation and benefits, delivery expense, rent and lease expense, professional services, travel and entertainment, repairs and maintenance and other manufacturing overhead.
Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA:
| Three Months Ended |
||||||||
| February 28, |
March 1, |
|||||||
| 2026 |
2025 |
|||||||
| Net income attributable to H.B. Fuller |
$ | 21,045 | $ | 13,248 | ||||
| Adjustments: |
||||||||
| Acquisition project costs |
931 | 9,828 | ||||||
| Organizational realignment |
10,022 | 8,774 | ||||||
| Project One |
3,053 | 3,064 | ||||||
| Other |
(95 | ) | - | |||||
| Discrete tax items |
98 | 992 | ||||||
| Income tax effect on adjustments |
(3,539 | ) | (5,909 | ) | ||||
| Adjusted net income attributable to H.B. Fuller |
31,515 | 29,997 | ||||||
| Add: |
||||||||
| Interest expense1 |
32,373 | 32,030 | ||||||
| Interest income |
(2,069 | ) | (1,100 | ) | ||||
| Adjusted Income taxes |
10,862 | 10,862 | ||||||
| Depreciation and Amortization expense2 |
46,023 | 42,567 | ||||||
| Adjusted EBITDA |
118,704 | 114,356 | ||||||
1 Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
2 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods:
| Three Months Ended February 28, 2026 |
||||||||||||||||
| Hygiene, Health |
Building |
|||||||||||||||
| and Consumable |
Engineering |
Adhesive |
||||||||||||||
| Adhesives |
Adhesives |
Solutions |
Total |
|||||||||||||
| Americas |
$ | 189,143 | $ | 105,159 | $ | 93,698 | $ | 388,000 | ||||||||
| EIMEA |
104,354 | 54,392 | 74,193 | 232,939 | ||||||||||||
| Asia Pacific |
53,030 | 82,897 | 13,978 | 149,905 | ||||||||||||
| Total |
$ | 346,527 | $ | 242,448 | $ | 181,869 | $ | 770,844 | ||||||||
| Three Months Ended March 1, 2025 |
||||||||||||||||
| Hygiene, Health |
Building |
|||||||||||||||
| and Consumable |
Engineering |
Adhesive |
||||||||||||||
| Adhesives |
Adhesives |
Solutions |
Total |
|||||||||||||
| Americas |
$ | 207,354 | $ | 97,209 | $ | 95,700 | $ | 400,263 | ||||||||
| EIMEA |
110,767 | 50,262 | 75,163 | 236,192 | ||||||||||||
| Asia Pacific |
50,104 | 89,287 | 12,817 | 152,208 | ||||||||||||
| Total |
$ | 368,225 | $ | 236,758 | $ | 183,680 | $ | 788,663 | ||||||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended November 29, 2025, for important background information related to our business.
Net revenue in the first quarter of 2026 decreased 2.3 percent from the first quarter of 2025. The decrease was due to a 7.2 percent decrease due to sales volume, partially offset by a 3.6 percent increase due to positive currency effects, a 0.7 percent increase due to acquisitions and a 0.6 percent increase due to pricing compared to the first quarter of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, British pound, Brazilian real, Mexican peso and Australian dollar partially offset by a weaker Turkish lira compared to the U.S. dollar. Gross profit margin increased 180 basis points primarily due to higher product pricing, lower raw material costs, the impact of acquisitions and restructuring actions.
Net income attributable to H.B. Fuller in the first quarter of 2026 was $21.0 million compared to $13.2 million in the first quarter of 2025. Diluted earnings per share for the first quarter of 2026 was $0.38 per share compared to $0.24 per share for the first quarter of 2025.
Adjusted EBITDA in the first three months of 2026 increased 3.8 percent from the first three months of 2025, primarily driven by higher net income and depreciation and amortization expense.
Restructuring Plans
During fiscal year 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $85.0 million to $90.0 million ($58.0 million to $61.4 million after tax), which include (i) cash expenditures of approximately $51.0 million to $52.0 million ($34.8 million to $35.5 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans. We have incurred costs of $83.2 million under the Plans as of February 28, 2026. Remaining cash payments will continue into fiscal year 2026.
During the first quarter of 2026, the Company approved other restructuring actions related to global footprint optimization. In implementing the other restructuring actions, the Company currently expects to incur costs of approximately $10.2 million to $12.2 million ($7.5 million to $9.0 million after tax), which include (i) cash expenditures of approximately $5.8 million to $6.8 million ($4.3 million to $5.0 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the other restructuring actions. We have incurred costs of $4.8 million under the other restructuring actions as of February 28, 2026. The other restructuring actions began to be implemented in the first quarter of 2026 and are currently expected to be completed during fiscal year 2028. Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027.
Results of Operations
Net revenue:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Net revenue |
$ | 770.8 | $ | 788.7 | (2.3 | )% | ||||||
We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions/divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the first quarter of 2026 compared to the first quarter of 2025:
| Three Months Ended |
||||
| February 28, 2026 vs. March 1, 2025 |
||||
| Organic revenue growth |
(6.6 | )% | ||
| M&A |
0.7 | % | ||
| Currency |
3.6 | % | ||
| Net revenue growth |
(2.3 | )% | ||
Organic revenue decreased 6.6 percent in the first quarter of 2026 compared to the first quarter of 2025 and consisted of a 10.1 percent decrease in Hygiene, Health and Consumable Adhesives, a 5.1 percent decrease in Building Adhesive Solutions and a 2.0 percent decrease in Engineering Adhesives. The overall decrease was driven by a 7.2 percent decrease in sales volume, partially offset by a 0.6 percent increase in product pricing. The 0.7 percent increase from M&A was due to the acquisition of GEM, Medifill, ND Industries Taiwan and ND Industries Turkey, discussed further in Operating Segment Results below. The positive 3.6 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, British pound, Brazilian real, Mexican peso and Australian dollar, partially offset by a weaker Turkish lira compared to the U.S. dollar.
Cost of sales:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Cost of sales |
$ | 534.8 | $ | 561.6 | (4.8 | )% | ||||||
| Percent of net revenue |
69.4 | % | 71.2 | % | ||||||||
Cost of sales as a percentage of net revenue in the first quarter of 2026 compared to the first quarter of 2025 decreased 180 basis points. Raw material cost as a percentage of net revenue decreased 250 basis points in 2026 compared to 2025 primarily due to higher product pricing, lower raw material costs and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased 70 basis points in 2026 compared to 2025 due to higher manufacturing and distribution costs and the impact of acquisitions.
Gross profit:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Gross profit |
$ | 236.0 | $ | 227.1 | 3.9 | % | ||||||
| Percent of net revenue |
30.6 | % | 28.8 | % | ||||||||
Gross profit in the first quarter of 2026 increased 3.9 percent and gross profit margin increased 180 basis points compared to the first quarter of 2025. The increase in gross profit margin was due to higher product pricing, lower raw material costs and the impact of acquisitions.
Selling, general and administrative (SG&A) expenses:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| SG&A |
$ | 184.5 | $ | 180.6 | 2.2 | % | ||||||
| Percent of net revenue |
23.9 | % | 22.9 | % | ||||||||
SG&A expenses for the first quarter of 2026 compared to the first quarter of 2025 increased 100 basis points as a percentage of net revenue. The increase was due to lower revenue and the impact of acquisitions.
Other income, net:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Other income, net |
$ | 6.7 | $ | 3.2 | 109.4 | % | ||||||
Other income, net in the first quarter of 2026 included $6.3 million of net defined benefit pension benefits, $0.3 million of currency transaction gains and $0.1 million of other income. Other income, net in the first quarter of 2025 included $5.7 million of net defined benefit pension benefits and $0.6 million of currency transaction gains, partially offset by a $1.5 million loss on the sale of our North American Flooring business ("NA Flooring") and $1.6 million of other expense.
Interest expense:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Interest expense |
$ | 32.9 | $ | 32.0 | 2.8 | % | ||||||
Interest expense in the first quarter of 2026 was $32.9 million compared to $32.0 million in the first quarter of 2025 due to higher debt levels partially offset by lower interest rates.
Interest income:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Interest income |
$ | 2.1 | $ | 1.1 | 90.9 | % | ||||||
Interest income in the first quarter of 2026 and 2025 was $2.1 million and $1.1 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.
Income taxes:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Income taxes |
$ | 7.4 | $ | 5.9 | 25.4 | % | ||||||
| Effective tax rate |
26.9 | % | 31.8 | % | ||||||||
Income tax expense of $7.4 million in the first quarter of 2026 includes $0.1 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 26.6 percent. The discrete tax expense relates to various U.S. and foreign tax matters. Income tax expense of $5.9 million in the first quarter of 2025 includes $0.9 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 26.5 percent. The discrete tax expense related to various U.S. and foreign tax matters.
Income from equity method investments:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Income from equity method investments |
$ | 0.9 | $ | 0.5 | 80.0 | % | ||||||
The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The higher income for the first quarter of 2026 compared to the first quarter of 2025 is due to higher net income in our joint venture during the quarter compared to the prior year.
Net income attributable to H.B. Fuller:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Net income attributable to H.B. Fuller |
$ | 21.0 | $ | 13.2 | 59.1 | % | ||||||
| Percent of net revenue |
2.7 | % | 1.7 | % | ||||||||
The net income attributable to H.B. Fuller in the first quarter of 2026 was $21.0 million compared to $13.2 million in the first quarter of 2025. The diluted earnings per share in the first quarter of 2026 was $0.38 per share as compared to $0.24 per share in the first quarter of 2025.
Adjusted EBITDA:
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Adjusted EBITDA |
$ | 118.7 | $ | 114.4 | 3.8 | % | ||||||
| Percent of net revenue |
15.4 | % | 14.5 | % | ||||||||
Adjusted EBITDA for H.B. Fuller in the first quarter of 2026 was $118.7 million compared to $114.4 million in the first quarter of 2025. Adjusted EBITDA as a percentage of net revenue increased 90 basis points in the first quarter of 2026 compared to first quarter of 2025 due to higher net income and depreciation and amortization expense. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the unaudited consolidated statement of income see "Non-GAAP Measures" below.
Operating Segment Results
Our three reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization and foreign currency gain/loss, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment.
The tables below provide certain information regarding the net revenue, Adjusted EBITDA and Adjusted EBITDA margin of each of our operating segments. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue for each operating segment. Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.
Net Revenue by Segment:
| Three Months Ended |
||||||||||||||||
| February 28, 2026 |
March 1, 2025 |
|||||||||||||||
| Net |
% of |
Net |
% of |
|||||||||||||
| ($ in millions) |
Revenue |
Total |
Revenue |
Total |
||||||||||||
| Hygiene, Health and Consumable Adhesives |
$ | 346.5 | 45 | % | $ | 368.2 | 47 | % | ||||||||
| Engineering Adhesives |
242.4 | 31 | % | 236.8 | 30 | % | ||||||||||
| Building Adhesive Solutions |
181.9 | 24 | % | 183.7 | 23 | % | ||||||||||
| Segment total |
$ | 770.8 | 100 | % | $ | 788.7 | 100 | % | ||||||||
| Corporate Unallocated |
- | 0 | % | - | 0 | % | ||||||||||
| Total |
$ | 770.8 | 100 | % | $ | 788.7 | 100 | % | ||||||||
Segment Adjusted EBITDA
| Three Months Ended |
||||||||||||||||
| February 28, 2026 |
March 1, 2025 |
|||||||||||||||
| Adjusted |
% of |
Adjusted |
% of |
|||||||||||||
| ($ in millions) |
EBITDA |
Total |
EBITDA |
Total |
||||||||||||
| Hygiene, Health and Consumable Adhesives |
$ | 48.0 | 40 | % | $ | 46.9 | 41 | % | ||||||||
| Engineering Adhesives |
48.2 | 41 | % | 44.2 | 39 | % | ||||||||||
| Building Adhesive Solutions |
21.6 | 18 | % | 21.8 | 19 | % | ||||||||||
| Segment total |
$ | 117.8 | 99 | % | $ | 112.9 | 99 | % | ||||||||
| Corporate Unallocated |
0.9 | 1 | % | 1.5 | 1 | % | ||||||||||
| Total |
$ | 118.7 | 100 | % | $ | 114.4 | 100 | % | ||||||||
Hygiene, Health and Consumable Adhesives
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Net revenue |
$ | 346.5 | $ | 368.2 | (5.9 | )% | ||||||
| Segment adjusted EBITDA |
$ | 48.0 | $ | 46.9 | 2.3 | % | ||||||
| Segment adjusted EBITDA margin |
13.9 | % | 12.7 | % | ||||||||
The following table provides details of the Hygiene, Health and Consumable Adhesives net revenue variances:
| Three Months Ended |
||||
| February 28, 2026 vs. March 1, 2025 |
||||
| Organic revenue growth |
(10.1 | )% | ||
| M&A |
0.8 | % | ||
| Currency |
3.4 | % | ||
| Total |
(5.9 | )% | ||
Net revenue decreased 5.9 percent in the first quarter of 2026 compared to the first quarter of 2025. Organic revenue growth decreased due to decrease in sales volume and product pricing. The 0.8 percent increase in net revenue from M&A was due to the acquisitions of GEM and Medifill in the first quarter of 2025. The positive currency effect was due to a stronger Euro, Brazilian real, Mexican peso and Chinese renminbi, partially offset by a weaker Turkish lira compared to the U.S. dollar. Segment adjusted EBITDA increased 2.3 percent in the first quarter of 2026 compared to the first quarter of 2025. Segment adjusted EBITDA margin increased 120 basis points primarily due to lower revenue, lower raw materials cost and the impact of acquisitions.
Engineering Adhesives
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Net revenue |
$ | 242.4 | $ | 236.8 | 2.4 | % | ||||||
| Segment adjusted EBITDA |
$ | 48.2 | $ | 44.2 | 9.0 | % | ||||||
| Segment adjusted EBITDA margin |
19.9 | % | 18.7 | % | ||||||||
The following tables provide details of the Engineering Adhesives net revenue variances:
| Three Months Ended |
||||
| February 28, 2026 vs. March 1, 2025 |
||||
| Organic revenue growth |
(2.0 | )% | ||
| M&A |
1.1 | % | ||
| Currency |
3.3 | % | ||
| Total |
2.4 | % | ||
Net revenue increased 2.4 percent in the first quarter of 2026 compared to the first quarter of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 1.1 percent increase in net revenue from M&A was due to the acquisition of ND Industries Taiwan and ND Industries Turkey. The positive currency effect was due to a stronger Euro and Chinese renminbi compared to the U.S. dollar. Segment adjusted EBITDA increased 9.0 percent in the first quarter of 2026 compared to the first quarter of 2025. Segment adjusted EBITDA margin increased 120 basis points primarily due to higher product pricing, lower raw materials cost and the impact of acquisitions, partially offset by higher manufacturing and distribution costs.
Building Adhesive Solutions
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Net revenue |
$ | 181.9 | $ | 183.7 | (1.0 | )% | ||||||
| Segment adjusted EBITDA |
$ | 21.6 | $ | 21.8 | (0.9 | )% | ||||||
| Segment adjusted EBITDA margin |
11.9 | % | 11.9 | % | ||||||||
The following tables provide details of the Building Adhesive Solutions net revenue variances:
| Three Months Ended |
||||
| February 28, 2026 vs. March 1, 2025 |
||||
| Organic revenue growth |
(5.1 | )% | ||
| M&A |
0.0 | % | ||
| Currency |
4.1 | % | ||
| Total |
(1.0 | )% | ||
Net revenue decreased 1.0 percent in the first quarter of 2026 compared to the first quarter of 2025. Organic growth decreased due to a decrease in sales volume partially offset by an increase in product pricing. The positive currency effect was due to a stronger Euro and British pound compared to the U.S. dollar. Segment adjusted EBITDA increased 0.9 percent in the first quarter of 2026 compared to the first quarter of 2025. Segment adjusted EBITDA margin was flat.
Corporate Unallocated
| Three Months Ended |
||||||||||||
| February 28, |
March 1, |
2026 vs |
||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
|||||||||
| Net revenue |
$ | - | $ | - | 0.0 | % | ||||||
| Adjusted EBITDA |
$ | 0.9 | $ | 1.5 | (40.0 | )% | ||||||
NMP = Non-meaningful percentage
Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.
Financial Condition, Liquidity and Capital Resources
Total cash and cash equivalents as of February 28, 2026 were $107.9 million compared to $107.2 million as of November 29, 2025 and $105.7 million as of March 1, 2025. The majority of the $107.9 million in cash and cash equivalents as of February 28, 2026 was held outside the United States. Total long and short-term debt was $2,076.1 million as of February 28, 2026, $2,016.9 million as of November 29, 2025 and $2,180.0 million as of March 1, 2025. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 50.1 percent as of February 28, 2026 as compared to 50.2 percent as of November 29, 2025 and 55.1 percent as of March 1, 2025.
We believe that cash flows from operating activities will be adequate to meet our short-term and long-term liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs for the foreseeable future. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. operations, U.S. capital spending and U.S. pension and other postretirement benefit contributions in addition to funding U.S. acquisitions, dividend payments, debt service and share repurchases as needed. For those international earnings considered to be reinvested indefinitely, we currently have no intention to, and plans do not indicate a need to, repatriate these funds for U.S. operations.
Our credit agreements include restrictive covenants that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. As of February 28, 2026, we were in compliance with all covenants of our credit agreement contractual obligations as shown in the following table:
| Covenant |
Debt Instrument |
Measurement |
Result as of February 28, 2026 |
|||
| Secured Total Indebtedness / TTM1 EBITDA | Revolving Facility and Term Loan A Facility |
Not greater than 4.50 | 2.3 |
|||
| TTM1 EBITDA / Consolidated Interest Expense | Revolving Facility and Term Loan A Facility |
Not less than 2.0 |
5.0 |
| 1 TTM = Trailing 12 months |
| EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business. Provided that the aggregate amounts that may be added back for any period pursuant to clauses (ix), (x) and (xi) shall not exceed 15% of EBITDA for such period (calculated prior to giving effect to all addbacks and adjustments). For Secured Total Indebtedness / TTM EBITDA ratio, TTM EBITDA is adjusted for the pro forma results from Material Acquisitions and Material Divestitures, both as defined in the Second Amended and Restated Credit Agreement, as if the acquisition or divestiture occurred at the beginning of the calculation period. The full definition is set forth in the Second Amended and Restated Credit Agreement filed as an exhibit to the Company's 8-K filing dated February 21, 2023. |
| Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness. |
We believe we have the ability to meet all of our contractual obligations and commitments for the next twelve months.
Selected Metrics of Liquidity
Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivable days sales outstanding (“DSO”), inventory days on hand, trade accounts payable outstanding ("DPO") free cash flow and debt capitalization ratio.
| February 28, |
March 1, |
|||||||
| 2026 |
2025 |
|||||||
| Net working capital as a percentage of annualized net revenue1 |
19.0 | % | 17.2 | % | ||||
| Accounts receivable DSO (in days)2 |
63 | 61 | ||||||
| Inventory days on hand (in days)3 |
90 | 79 | ||||||
| Trade accounts payable DPO (in days)4 |
77 | 73 | ||||||
| Free cash flow5 |
$ | (61.7 | ) | $ | (85.9 | ) | ||
| Total debt to total capital ratio6 |
50.1 | % | 55.1 | % | ||||
1 Net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue (current quarter multiplied by four).
2 Trade receivables net of the allowance for doubtful accounts multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.
3 Total inventory multiplied by 91 (13 weeks) and divided by cost of sales (excluding delivery costs) for the quarter.
4 Trade accounts payable multiplied by 91 (13 weeks) and divided by net revenue for the quarter.
5 Year-to-date net cash provided by operating activities, less purchased property, plant and equipment. See "Non GAAP Measures" for reconciliation of net cash provided by operating activities to free cash flow.
6 Total debt divided by (total debt plus total stockholders’ equity).
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. For a reconciliation of net cash provided by operating activities to free cash flow see “Non-GAAP Measures” below.
Summary of Cash Flows
Cash Flows from Operating Activities:
| Three Months Ended |
||||||||
| February 28, |
March 1, |
|||||||
| ($ in millions) |
2026 |
2025 |
||||||
| Net cash provided by operating activities |
$ | (4.0 | ) | $ | (52.9 | ) | ||
Net income including non-controlling interest was $21.0 million in the first three months of 2026 compared to $13.3 million in the first three months of 2025. Depreciation and amortization expense totaled $46.4 million in the first three months of 2026 compared to $42.6 million in the first three months of 2025. Deferred income taxes were a use of cash of $2.4 million in the first three months of 2026 compared to a source of cash of $5.8 million in the first three months of 2025. Accrued compensation was a use of cash of $46.4 million in the first three months of 2026 compared to $37.9 million in the first three months of 2025. Other assets were a use of cash of $3.2 million in the first three months of 2026 compared to $0.3 million in the first three months of 2025. Other liabilities were a use of cash of $9.9 million in the first three months of 2026 compared to $0.3 million in the first three months of 2025.
Changes in net working capital (trade receivables, inventory and trade payables) accounted for a source of cash of $13.7 million in the first three months of 2026 compared to a use of cash of $27.5 million in the first three months of 2025. The table below provides the cash flow impact due to changes in the components of net working capital and an assessment of each of the components:
| Three Months Ended |
||||||
| February 28, |
March 1, |
|||||
| ($ in millions) |
2026 |
2025 |
||||
| Trade receivables, net |
$ | 39.6 | $ | 13.9 | ||
| Inventory |
(28.9 | ) | (27.1 | ) | ||
| Trade payables |
3.0 | (14.3 | ) | |||
| Total cash flow impact |
$ | 13.7 | $ | (27.5 | ) | |
| ● |
Trade receivables, net – Trade receivables, net was a source of cash of $39.6 million and $13.9 million in the first three months of 2026 and 2025, respectively. The higher source of cash in 2026 compared to 2025 was due to more cash collected on trade receivables in the current year compared to the prior year. The DSO were 63 days at February 28, 2026 and 61 days at March 1, 2025. |
|
|
● |
Inventory – Inventory was a use of cash of $28.9 million and $27.1 million in the first three months of 2026 and 2025, respectively. The slightly higher use of cash in 2026 compared to 2025 was due to higher inventory purchases in 2026 compared to 2025. Inventory days on hand were 90 days as of February 28, 2026 and 79 days as of March 1, 2025. |
| ● |
Trade payables – Trade payables was a source of cash of $3.0 million and a use of cash of $14.3 million in the first three months of 2026 and 2025, respectively. The source of cash in 2026 compared to use of cash in 2025 reflects lower payments on trade payables in the current year compared to the prior year. Days payable outstanding were 77 days as of February 28, 2026 and 73 days as of March 1, 2025. |
Cash Flows from Investing Activities:
| Three Months Ended |
||||||||
| February 28, |
March 1, |
|||||||
| ($ in millions) |
2026 |
2025 |
||||||
| Net cash used in investing activities |
$ | (57.4 | ) | $ | (121.4 | ) | ||
Purchases of property, plant and equipment were $57.7 million during the first three months of 2026 compared to $33.0 million for the same period of 2025. This difference reflects the timing of capital projects and expenditures related to growth initiatives.
We did not pay any cash for business acquisitions during the first three months of 2026. During the first three months of 2025 we paid $162.0 million in cash for business acquisitions and we received $75.7 million in cash related to the sale of our NA Flooring business.
Cash Flows from Financing Activities:
| Three Months Ended |
||||||||
| February 28, |
March 1, |
|||||||
| ($ in millions) |
2026 |
2025 |
||||||
| Net cash provided by financing activities |
$ | 48.7 | $ | 111.4 | ||||
In the first three months of 2026, borrowings on our revolving credit facility were $288.1 million and repayments on our revolving credit facility and our long-term debt totaled $231.4 million. These borrowings are for general working capital purposes and permitted acquisitions. Borrowings on our revolving credit facility were $526.3 million and repayments on our revolving credit facility and our long-term debt totaled $359.5 million in the first three months of 2025. There were no net payments of notes payable in the first three months of 2026 compared to $0.2 million in the same period of 2025. Cash dividends paid were $12.8 million in the first three months of 2026 compared to $12.2 million in the same period of 2025. Repurchases of common stock were $2.9 million in the first three months of 2026 compared to $44.4 million in the same period of 2025.
Non-GAAP Measures
We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. Our non-GAAP measures include Adjusted EBITDA and Free Cash Flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.
These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve Adjusted EBITDA. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.
Adjusted EBITDA is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes depreciation, amortization, interest income, interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments to EBITDA include, but are not limited to, costs for acquisition projects, organizational realignment, Project One, business divestitures, discrete taxes, and the income tax effect on these adjustments. For Adjusted EBITDA, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in future periods in which there is an impact from the item. The following table reflects the manner in which Adjusted EBITDA is determined and provides a reconciliation of Adjusted EBITDA to Net income attributable to H.B. Fuller, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA
| Three Months Ended |
||||||||
| February 28, |
March 1, |
|||||||
| 2026 |
2025 |
|||||||
| Net income attributable to H.B. Fuller |
$ | 21,045 | $ | 13,248 | ||||
| Adjustments: |
||||||||
| Acquisition project costs |
931 | 9,828 | ||||||
| Organizational realignment |
10,022 | 8,774 | ||||||
| Project One |
3,053 | 3,064 | ||||||
| Other |
(95 | ) | - | |||||
| Discrete tax items |
98 | 992 | ||||||
| Income tax effect on adjustments |
(3,539 | ) | (5,909 | ) | ||||
| Adjusted net income attributable to H.B. Fuller |
31,515 | 29,997 | ||||||
| Add: |
||||||||
| Interest expense1 |
32,373 | 32,030 | ||||||
| Interest income |
(2,069 | ) | (1,100 | ) | ||||
| Adjusted Income taxes |
10,862 | 10,862 | ||||||
| Depreciation and Amortization expense2 |
46,023 | 42,567 | ||||||
| Adjusted EBITDA |
118,704 | 114,356 | ||||||
1 Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
2 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. The following table reflects the manner in which free cash flow is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
Reconciliation of Net cash provided by operating activities to Free cash flow
| Three Months Ended |
||||||||
| ($ in millions) |
February 28, 2026 |
March 1, 2025 |
||||||
| Net cash provided by operating activities |
$ | (4.0 | ) | $ | (52.9 | ) | ||
| Less: Purchased property, plant and equipment |
57.7 | 33.0 | ||||||
| Free cash flow |
$ | (61.7 | ) | $ | (85.9 | ) | ||
Forward-Looking Statements and Risk Factors
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" (including the negative or variations thereof) and other expressions that indicate future events and trends. These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements. Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, our plans and strategies, economic conditions and other factors. These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. In addition to the factors described in this report, Item 1A. Risk Factors identifies some of the important factors that could cause our actual results to differ materially from those in any such forward-looking statements. In order to comply with the terms of the safe harbor, we have identified these important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language that may be made elsewhere in this Quarterly Report on Form 10-Q.
The list of important factors in Item 1A. Risk Factors does not necessarily present the risk factors in order of importance. This disclosure, including that under Forward-Looking Statements and Risk Factors, and other forward-looking statements and related disclosures made by us in this report and elsewhere from time to time, represents our best judgment as of the date the information is given. We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. See Part II, Item 7A in our Annual Report on Form 10-K for the year ended November 29, 2025 for further discussion of these market risks. There have been no material changes in the reported market risk of the Company since November 29, 2025.
Item 4. Controls and Procedures
Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of our president and chief executive officer and executive vice president, chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of February 28, 2026. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of February 28, 2026, our disclosure controls and procedures were effective.
For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its president and chief executive officer and executive vice president, chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
Environmental Matters
We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis.
To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision.
While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.
Other Legal Proceedings
From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including asbestos-related litigation, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.
For additional information regarding environmental matters and other legal proceedings, see Note 13 to our Consolidated Financial Statements.
This Form 10-Q contains forward-looking statements concerning our future programs, products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the risk factors identified under Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended November 29, 2025. There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended November 29, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Information on our purchase of equity securities during the quarter ended February 28, 2026 is as follows:
| (d) |
||||||||||||||||
| (c) |
Maximum |
|||||||||||||||
| Number of |
Approximate Dollar |
|||||||||||||||
| (a) |
Shares |
Value of Shares that |
||||||||||||||
| Total |
(b) |
Purchased |
may yet be |
|||||||||||||
| Number of |
Average |
as Part of |
Purchased Under the |
|||||||||||||
| Shares |
Price Paid |
Publicly Announced |
Plan or Program |
|||||||||||||
| Period |
Purchased |
per Share |
Plan or Program |
(millions) |
||||||||||||
| November 30, 2025 - January 3, 2026 |
- | $ | - | - | $ | 211 | ||||||||||
| January 4, 2026 - January 31, 2026 |
- | $ | - | - | $ | 211 | ||||||||||
| February 1, 2025 - February 28, 2026 |
- | $ | - | - | $ | 211 | ||||||||||
On April 7, 2022, the Board of Directors authorized a share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements.
Item 5. Other Information
Rule 10b5-1 Plan Adoptions and Modifications
* Asterisked items are management contracts or compensatory plans or arrangements required to be filed.
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.
| H.B. Fuller Company | |||
| Dated: March 26, 2026 |
/s/ John J. Corkrean |
||
| John J. Corkrean |
|||
| Executive Vice President, |
|||
| Chief Financial Officer |
|||
Exhibit Index
Exhibits
| * | 10.1 | Form of Non-Qualified Stock Option Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025 |
| * | 10.2 | Form of Restricted Stock Unit Award Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025 |
| * | 10.3 | Form of Performance Share Award Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025 |
| * | 10.4 | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025 |
| 31.1 | Form of 302 Certification – Celeste B. Mastin |
|
| 31.2 |
Form of 302 Certification – John J. Corkrean |
|
| 32.1 |
Form of 906 Certification – Celeste B. Mastin |
|
| 32.2 |
Form of 906 Certification – John J. Corkrean |
|
| 101 |
The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. |
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Asterisked items are management contracts or compensatory plans or arrangements required to be filed.
Exhibit 10.1
H.B. FULLER COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT
(Under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan)
THIS AGREEMENT, dated as of ________________, 20__ (the "Grant Date") is entered into between H.B. Fuller Company, a Minnesota corporation (the “Company”), and ______________, an employee of the Company or an Affiliate of the Company (the “Participant”).
WHEREAS, the Company, pursuant to the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan (the “Plan”), wishes to grant stock options for the purchase of Common Stock, par value $1.00 per share, of the Company (“Common Stock”), to the Participant on the terms and conditions contained in this Agreement and the Plan;
WHEREAS, the Participant’s rights to receive options for the purchase of Common Stock hereunder are sometimes referred to as the “Option(s)” in this Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set forth herein, the parties hereto hereby agree as follows:
1. Grant of Option. The Company, effective as of the date of this Agreement, hereby grants to the Participant, as a matter of separate agreement and not in lieu of salary or other compensation for services rendered, the right and option (the “Option”) to purchase all or any part of an aggregate of ____________ shares of Common Stock (the “Shares”) at the price of $______ [INSERT CLOSING PRICE ON GRANT DATE] per share on the terms and conditions set forth in this Agreement. The Option is not intended to be an incentive stock option within the meaning of the Internal Revenue Code of 1986 (the “Code”), as amended.
2. Vesting and Term of Option.
(a) The Option may not be exercised prior to the one year anniversary date of the Grant Date. Commencing on the first anniversary of the Grant Date, the Option may be exercised by the Participant prior to its termination in cumulative annual installments as follows:
|
|
Percentage of Shares as to |
|
Date |
which Option is Exercisable |
|
the anniversary of the Grant Date |
% |
|
the anniversary of the Grant Date |
% |
|
the anniversary of the Grant Date |
% |
|
the anniversary of the Grant Date |
% |
|
the anniversary of the Grant Date |
% |
The Option shall in all events terminate on_____________, 20__ or such earlier date as prescribed herein.
(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, in the event of a Change in Control of the Company and the Participant incurs a Qualifying Termination of Employment during the Protected Period, the Option may be exercised, in whole or in part.
(c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:
(i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding;
(ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);
(iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or
(iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.
(d) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period.
(e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Participant’s employment by the Company or an Affiliate for Cause or for Disability:
(i) a material change in the Participant’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all similarly situated Participants); or
(ii) a significant diminution in the Participant’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Participant reports, in and of itself, would not constitute diminution; or
(iii) a change of the Participant’s principal work location of 50 or more miles from that immediately prior to the Change in Control.
For purposes of Section 2(c), “Voting Power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter authorized.
3. Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that:
(a) If the Participant voluntarily terminates the Participant’s employment or if the Company or an Affiliate of the Company terminates the Participant’s employment for any reason other than Cause, Disability, Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option.
(b) If the Company or an Affiliate of the Company terminates the Participant’s employment for Cause, the Option shall be terminated as of the date of termination of the Participant’s employment.
(c) If the Participant’s employment is terminated by reason of Disability the restrictions on the Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If the Participant’s employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.
(d) If the Participant’s employment is terminated by reason of retirement, the Option, as long as such retirement is at least 180 days after the Grant Date, will not terminate and will become immediately exercisable in full. The Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.
(e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.
For purposes of this Agreement, “Retirement” shall mean the voluntary or involuntary termination of the Participant’s employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55.
For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement.
4. Method of Exercising Option.
(a) Subject to the terms and conditions of this Agreement, the Option shall be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, the number of Shares as to which the Option is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Option. The Notice shall be accompanied by payment in full of the exercise price for all Shares designated in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after the Participant’s death, the Notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of the exercise price shall be made to the Company through one or a combination of the following methods:
(i) delivery of a certified or cashier’s check, or a wire transfer, payable to the Company or cash, in United States currency;
(ii) delivery of shares of Common Stock acquired by the Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price. The Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the Participant is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions;
(iii) if permitted by the Company in its sole discretion, by executing a “cashless exercise” through the Company’s designated broker; or
(iv) delivery of an attestation from the Participant that the Participant owns a number of shares of Common Stock acquired by the Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price (the “Exercise Price Shares”). In such attestation, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.
5. Income Tax Withholding. In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option, and in order to comply with all applicable federal, state, local and foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from the Participant. The Participant may, at the Participant’s election (the “Tax Election”), satisfy applicable tax withholding obligations by (a) electing to have the Company withhold a portion of the Shares of Common Stock otherwise to be delivered upon exercise of the Option having a Fair Market Value equal to the amount of such taxes (but only to the extent necessary to satisfy minimum statutory withholding requirements if required under ASC Topic 718) or (b) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes. The Tax Election must be made on or before the date that the amount of tax to be withheld is determined.
6. Securities Matters. No Shares shall be issued hereunder prior to such time as counsel to the Company shall have determined that the issuance of the Shares will not violate any federal or state securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. In addition, the grant of this Option and/or the delivery of any Shares of Common Stock under this Agreement are subject to the Company’s Executive and Key Manager Compensation Recovery Policy and any other clawback or compensation recovery policies the Company may adopt in the future.
7. Tax Consequences. The Participant agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimize the Participant’s tax liabilities. The Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Option or the Participant’s other compensation.
8. Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Option such that an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of the Shares covered by the Option and the exercise price of the Option.
9. General Provisions.
(a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.
(b) No Rights as a Shareholder. Neither the Participant nor the Participant’s legal representatives shall have any of the rights and privileges of a shareholder of the Company with respect to the Shares of Common Stock subject to the Option until such Shares shall have been issued upon exercise of the Option.
(c) No Right to Employment. Nothing in this Agreement or the Plan shall be construed as giving the Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss the Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or the Plan.
(d) Option Not Transferable. The Option shall not be transferable other than (i) by will or by the laws of descent and distribution, or (ii) by designating a beneficiary or beneficiaries (in a manner established by the Committee) to exercise the rights of the Participant and receive any property distributable with respect to any Option upon the death of the Participant. During the Participant’s lifetime the Option shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The Option may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Option shall be void and unenforceable against the Company.
(e) Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.
(f) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(g) Venue and Governing Law. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. For purposes of any action, lawsuit or other proceedings brought to enforce the Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Ramsey County, Minnesota, or the federal courts for the United States for the District of Minnesota, and no other courts, where this grant is made and/or to be performed.
(h) Addendum. Notwithstanding the provisions of this Agreement, the award shall be subject to any additional terms and conditions for the Participant’s country set forth in the Addendum to this Agreement. To the extent any provision in the Addendum is inconsistent with a provision in the body of this Agreement, the provision in the Addendum shall prevail. Moreover, if the Participant relocates to and / or becomes subject to the laws, rules, or regulations of one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
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H.B. FULLER COMPANY |
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By: |
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| Participant | ||
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H.B. FULLER COMPANY
ADDENDUM TO NON-QUALIFIED STOCK OPTION AGREEMENT
This Addendum contains additional or different terms and conditions that govern the Participant’s Option if the Participant is based outside of the United States. The terms and conditions in Part A apply to everyone based outside of the United States. The country-specific terms and conditions in Part B apply to everyone based in any of the countries listed in Part B. Capitalized terms not explicitly defined in this Addendum but defined in the Agreement or the Plan will have the same definitions as in the Agreement or the Plan, as applicable.
The information is based on the securities and other laws in effect in the respective countries as of June 2025. Such laws are often complex and change frequently. Therefore, the Participant should not rely on the information in this Addendum as the only source of information relating to the consequences of the Participant’s participation in the Plan because such information may be outdated when the Option vests and/or is exercised and when the Participant exercises the Option or sells any Shares of Common Stock. In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation. As a result, the Company cannot assure the Participant of any particular result. The Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, is considered a resident of another country for local law purposes or transfers employment or residency between countries after the Grant Date, the Company will, in its sole discretion, determine the extent to which the terms and conditions included herein will apply to the Participant under such circumstances and the Participant should note that the information contained herein may not apply to the Participant in the same manner.
PART A
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1. |
Income Tax and Social Insurance Contribution Withholding. This provision replaces Section 5, Income Tax Matters, of the Agreement: |
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Regardless of any action the Company or the Affiliate or Subsidiary that employs the Participant (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account, fringe benefit tax or other tax-related items resulting from the Units (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant also acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option and the subsequent sale of any Shares of Common Stock acquired pursuant to the exercise of the Option, and (ii) do not commit to structure the terms of the Option or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. |
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b. |
In connection with any relevant taxable or tax withholding event, as applicable, if the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company and/or the Employer (i) shall withhold a sufficient number of whole Shares of Common Stock otherwise issuable upon the exercise of the Option that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld Shares of Common Stock shall be used to settle the withholding obligation), (ii) shall withhold an amount from the Participant’s regular salary and/or wages, or from any other amounts payable to the Participant by the Company or the Employer, or (iii) require the Participant to sell Shares of Common Stock acquired pursuant to the exercise of the Option to satisfy Participant's Tax Related Items, pursuant to any sell to cover policy. In the event the withholding requirements for Tax-Related Items are not satisfied through the withholding of Shares of Common Stock or through withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant, no Shares of Common Stock will be issued to the Participant unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines, in its sole discretion, must be withheld or collected with respect to the Option. |
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c. |
If the Participant becomes subject to taxation in more than one jurisdiction, the Participant acknowledges and agrees that the Company and the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting the grant of the Option, the Participant expressly consents to the withholding of Shares of Common Stock and/or the withholding of amounts from the Participant’s regular salary and/or wages, or other amounts payable to the Participant, as provided for hereunder. All other Tax-Related Items related to the Option and any Shares of Common Stock acquired pursuant to the exercise of the Option are the Participant’s sole responsibility. |
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Nature of Grant. By accepting the grant of the Option, the Participant acknowledges, understands and agrees that: |
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the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan; |
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the Plan is operated and the Options are granted solely by the Company and only the Company is a party to the Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Subsidiary or affiliate (including, but not limited to, the Employer); |
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no Subsidiary or affiliate (including, but not limited to the Employer) has any obligation to make any payment of any kind under the Agreement; |
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the grant of the Option is voluntary and does not create any contractual or other right to receive future Options or benefits in lieu of Options, even if Options have been granted in the past; |
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all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company; |
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the Participant is voluntarily participating in the Plan; |
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the Option and any Shares of Common Stock acquired upon exercise of the Option under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; |
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the Option and any Shares of Common Stock acquired upon exercise of the Option under the Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any; |
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the Option and any Shares of Common Stock acquired upon exercise of the Option under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; |
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the future value of the Option and/or any underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such Option and/or Shares of Common Stock issued under the Plan may increase or decrease in the future; |
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no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); |
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except as provided in Section 3(d), on the date of termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to continue vesting in the Option, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer employed); and |
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neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or any Shares of Common Stock or any amounts due pursuant to the issuance of Shares of Common Stock upon exercise of the Option, or the subsequent sale of any Shares of Common Stock acquired under the Plan. |
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Data Privacy. |
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Data Collection and Usage. The Company and the Employer may collect, process and use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Options or any other entitlement to Shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent. |
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Stock Plan Administration Service Providers. The Company transfers Data to Charles Schwab & Co., Inc., Inc. and its affiliated companies (“Schwab”), an independent service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant acknowledges and understands that Schwab will open an account for the Participant to receive the Option and exercise and trade Shares of Common Stock acquired under the Plan. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the Participant’s ability to participate in the Plan. |
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International Data Transfers. The Company and its service providers are based in the United States. The Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. In the absence of appropriate safeguards, such as standard data protection clauses, the processing of the Participant’s Data in the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, the Participant might not have enforceable rights regarding the processing of the Participant’s Data in such countries. The Company’s legal basis, where required, for the transfer of Data is Participant's consent. |
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Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws. |
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Data Subject Rights. The Participant may have a number of rights under data privacy laws in the Participant’s jurisdiction. Depending on where the Participant is based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local human resources representative. |
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Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Option or other awards to the Participant or administer or maintain such awards. |
By accepting the grant of the Option and indicating consent via the Company’s online acceptance procedure(s), the Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not evidence an adequate level of protection from a non-U.S data protection law perspective, for the purposes described above.
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Language. If the Participant received the Agreement, the Plan or any other document related to Option translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law. |
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Foreign Asset/Account Reporting; Exchange Controls. The Participant may be subject to certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to exercise the Option and hold any Shares of Common Stock or cash received from participating in the Plan (including from sale proceeds arising from the exercise of the Option and/or any sale of Shares of Common Stock). The Participant may be required to report foreign brokerage or bank accounts, assets or transactions to the tax or other authorities in the Participant’s country of employment (and country of residence, if different). The Participant acknowledges that it is the Participant’s personal responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details. |
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Repatriation and Compliance with Local Laws. If the Participant resides or is employed outside of the United States, the Participant expressly agrees, as a condition to the Participant’s participation in the Plan, to repatriate all payments attributable to the exercise of the Option and Shares of Common Stock and/or cash acquired under the Plan (including, but not limited to, any proceeds derived from the exercise of the Option and any sale of Shares of Common Stock acquired under the Plan) if required by and in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). |
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Insider Trading Restrictions / Market Abuse Laws. By accepting the grant of the Option, the Participant acknowledges that he or she is bound by all the terms and conditions of the Company’s trading in company securities policy as may be in effect from time to time. The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares of Common Stock are listed, he or she may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, exercise, sell or otherwise dispose of the Option or any Shares of Common Stock, rights to Shares of Common Stock or rights linked to the value of Shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter. |
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Other Requirements. The Committee reserves the right to impose other requirements on the Participant’s participation in the Plan, grant or exercise of the Option, any Shares of Common Stock acquired pursuant to the Plan and the Participant’s participation in the Plan to the extent the Committee determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable laws, rules and regulations or to facilitate the operation and administration of the Option and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. |
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Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by the Participant or any other participant. |
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10. |
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or any electronic system established and maintained by the Company or a third party designated by the Company. |
PART B
[Omitted.]
Exhibit 10.2
FORM OF RESTRICTED STOCK UNIT AGREEMENT
H.B. FULLER COMPANY
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan)
THIS AGREEMENT, dated as of _______________, 20___ (the "Grant Date"), is entered into between H.B. Fuller Company, a Minnesota corporation (the “Company”), and ____________________, an employee of the Company or an affiliate of the Company (“Participant”).
WHEREAS, the Company, pursuant to the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan (the “Plan”), wishes to award to the Participant Restricted Stock Units, representing the right to receive shares (“Shares”) of common stock, par value $1.00 per share, of the Company (“Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Agreement and the Plan;
WHEREAS, the Participant’s rights to receive Shares of Common Stock hereunder are sometimes referred to as “Restricted Stock Units” in this Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set forth herein, the parties hereto hereby agree as follows:
1. Award of Restricted Stock Units. The Company, effective as of the Grant Date, hereby grants to the Participant an award of ______ Restricted Stock Units, each Restricted Stock Unit representing the right to receive one Share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement and the Plan.
2. Rights of the Participant with Respect to the Restricted Stock Units.
(a) No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle the Participant to any rights of a shareholder of Common Stock. The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3 hereof.
(b) Dividend Equivalents. As long as the Participant holds Restricted Stock Units granted pursuant to this Agreement on the applicable record date, the Company shall credit to the Participant, on each date that the Company pays a cash dividend to holders of Common Stock generally, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to the total number of whole Restricted Stock Units and Additional Restricted Stock Units previously credited to the Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per Share of Common Stock by the Company on such date, divided by the Fair Market Value of a Share of Common Stock on such date. Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Additional Restricted Stock Units. The Additional Restricted Stock Units so credited shall be subject to the same terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which the dividend equivalents were credited are forfeited.
(c) Issuance of Shares; Conversion of Restricted Stock Units. No Shares of Common Stock shall be issued to the Participant prior to the date on which the Restricted Stock Units vest, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3 hereof. Neither this Section 2(c) nor any action taken pursuant to or in accordance with this Section 2(c) shall be construed to create a trust of any kind. After any Restricted Stock Units vest pursuant to Section 3 hereof, the Company shall promptly cause to be issued, in either certificated or uncertificated form, Shares of Common Stock registered in the Participant’s name or in the name of the Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole Restricted Stock Units and any Additional Restricted Stock Units and shall cause such certificated or uncertificated Shares to be delivered to the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be. In no event shall issuance of Shares occur more than ninety (90) days after the applicable vesting date. The value of any fractional Restricted Stock Unit shall be cancelled at the time certificated or uncertificated Shares are delivered to the Participant in payment of the Restricted Stock Units and any Additional Restricted Stock Units.
3. Vesting; Forfeiture.
(a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in full in _______ annual installment(s) and the restrictions with respect to the Restricted Stock Units shall lapse on the vesting date(s) (each, a “Vesting Date”) set forth below if the Participant remains continuously employed by the Company or an Affiliate of the Company through the applicable Vesting Date:
| Date | Percentage of Restricted Stock Units to Vest |
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(b) Change in Control. Notwithstanding the foregoing provisions of this Agreement, but subject to the other terms and conditions set forth herein, in the event that a Change in Control of the Company occurs prior to a Vesting Date, and the Participant incurs a Qualifying Termination of Employment during the Protected Period, all unvested Restricted Stock Units then outstanding (and not previously forfeited) shall immediately vest, and the Participant shall be entitled to receive a payment of the Shares of Common Stock corresponding to such Vesting Date. Such payment shall be made promptly following the Qualifying Termination of Employment. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:
(i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the voting power of the Company then outstanding;
(ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);
(iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or
(iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.
For purposes of this Section 3(b), “voting power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter authorized.
Notwithstanding the foregoing, if any payment due under this Section 3(b) is deferred compensation subject to Section 409A of the Code, any payment made on account of the Participant’s termination of employment (other than a Disability) shall not be made unless such termination of employment constitutes the Participant’s separation from service, and such payment shall be subject to any additional required delay under Section 9(a).
(c) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period.
(d) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” means disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of Participant’s employment by the Company or an Affiliate for Cause or for Disability:
(i) a material change in the Participant’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all similarly situated Participants of the Company); or
(ii) a significant diminution in the Participant’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Participant reports, in and of itself, would not constitute diminution; or
(iii) a change of the Participant’s principal work location of 50 or more miles from that immediately prior to the Change in Control.
(e) Effect of Other Termination of Employment. In the event that the Participant’s employment with the Company and all Affiliates is terminated prior to a Vesting Date (other than a Qualifying Termination of Employment), the Participant’s right to receive any Shares (including the right to receive any Shares relating to Additional Restricted Stock Units) corresponding to that Vesting Date shall be immediately and irrevocably forfeited, unless such termination is by reason of:
(i) the Participant’s Disability;
(ii) the Participant’s death; or
(iii) the Participant’s retirement (as defined below in Section 3(g) below).
For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement.
(f) Early Vesting on Death or Disability. In the event the Participant dies or becomes permanently disabled prior to a Vesting Date, all unvested Restricted Stock Units then outstanding (and not previously forfeited) shall immediately vest, and the Participant or the Participant’s estate shall be entitled to receive a payment of all corresponding Shares of Common Stock. Such payment shall be made as soon as administratively feasible (but in no event more than ninety (90) days) following the Participant’s death or permanent disability, as applicable.
(g) Retirement. In the event the Participant retires prior to a Vesting Date, as long as such retirement is at least 180 days after the Grant Date, then the Participant’s rights under this Agreement shall remain outstanding as if the Participant had remained employed through the Vesting Date. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of the Participant’s employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55, so long as the Participant has at all times that Restricted Stock Units are outstanding under this Agreement complied with the terms of any applicable confidentiality, non-disclosure and/or non-competition agreement between the Company and the Participant. In all other cases, any unvested Restricted Stock Units and Additional Restricted Stock Units shall terminate upon retirement.
(h) Forfeiture. If the Participant ceases to be employed by the Company or an Affiliate of the Company for any reason other than “retirement” as defined in Section 3(g) above or the Participant’s death or permanent disability as specified in Section 3(f) hereof, or a Qualifying Termination of Employment as defined in Section 3(c) hereof, prior to the vesting of the Restricted Stock Units pursuant to Section 3(a) hereof, the Participant’s rights to all of the unvested Restricted Stock Units shall be immediately and irrevocably forfeited, including the right to receive any Additional Restricted Stock Units.
If any early payment is made pursuant to Section 3(b) or (f), no payment shall be made pursuant to Section 3(a) of this Agreement.
4. Restrictions on Transfer. The Restricted Stock Units shall not be transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to the Restricted Stock Units upon the death of the Participant. Each right under this Agreement shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s legal representative. The Restricted Stock Units and any rights under this Agreement may not be sold, assigned, transferred, pledged, alienated, attached or otherwise encumbered and any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any Affiliate.
5. Income Tax Matters. In order to comply with all applicable federal, foreign, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, foreign, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from the Participant. Upon vesting of the Restricted Stock Units and the lapse of the restrictions with respect to the Restricted Stock Units under the terms of this Award Agreement, the Participant shall be obligated to pay any applicable withholding taxes arising from such vesting and lapse of restrictions. Unless the Company receives an irrevocable written instruction, addressed to the attention of the Secretary of the Company, from the Participant prior to the date that the Restricted Stock Units vest and the restrictions lapse, the Company shall automatically withhold as payment the number of Shares of Common Stock, determined by the Fair Market Value, required to pay the applicable withholding taxes (but only to the extent necessary to satisfy minimum statutory withholding requirements if required under ASC Topic 718).
6. Securities Matters. No Shares of Common Stock shall be issued pursuant to this Agreement prior to such time as counsel to the Company shall have determined that the issuance of such shares will not violate any securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. In addition, the grant of these Restricted Stock Units and/or the delivery of any Shares of Common Stock under this Agreement are subject to the Company’s Executive and Key Manager Compensation Recovery Policy and any other clawback or compensation recovery policies the Company may adopt in the future.
7. Tax Consequences. The Participant agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimize the Participant’s tax liabilities. The Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Restricted Stock Units or the Participant’s other compensation.
8. Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the Restricted Stock Units.
9. General Provisions.
(a) Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service.
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For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. |
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For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. |
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(iii) |
To the extent that Section 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. |
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(iv) |
The rules of section 409A of the Code shall apply to this Agreement, and this Agreement shall be construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with any section of the Code. |
(b) Interpretations. This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest.
(c) No Right to Employment. The grant of the Restricted Stock Units shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss the Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or the Plan.
(d) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(e) Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction under any law deemed to be applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be so construed or amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the remainder of this Agreement shall remain in full force and effect.
(f) Venue and Governing Law. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. For purposes of any action, lawsuit or other proceedings brought to enforce the Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Ramsey County, Minnesota, or the federal courts for the United States for the District of Minnesota, and no other courts, where this grant is made and/or to be performed.
(g) Addendum. Notwithstanding the provisions of this Agreement, the award shall be subject to any additional terms and conditions for the Participant’s country set forth in the Addendum to this Agreement. To the extent any provision in the Addendum is inconsistent with a provision in the body of this Agreement, the provision in the Addendum shall prevail. Moreover, if the Participant relocates to and / or becomes subject to the laws, rules, or regulations of one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.
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H.B. FULLER COMPANY |
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By: |
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Participant | |
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Date: |
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H.B. FULLER COMPANY
ADDENDUM TO RESTRICTED STOCK UNIT AWARD AGREEMENT
This Addendum contains additional or different terms and conditions that govern the Participant’s Restricted Stock Units if the Participant is based outside of the United States. The terms and conditions in Part A apply to everyone based outside of the United States. The country-specific terms and conditions in Part B apply to everyone based in any of the countries listed in Part B. Capitalized terms not explicitly defined in this Addendum but defined in the Agreement or the Plan will have the same definitions as in the Agreement or the Plan, as applicable.
The information is based on the securities and other laws in effect in the respective countries as of November 2022. Such laws are often complex and change frequently. Therefore, the Participant should not rely on the information in this Addendum as the only source of information relating to the consequences of the Participant’s participation in the Plan because such information may be outdated when the Restricted Stock Units vest, when Shares of Common Stock are issued or when the Participant sells any Shares of Common Stock. In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation. As a result, the Company cannot assure the Participant of any particular result. The Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, are considered a resident of another country for local law purposes or transfer employment or residency between countries after the Grant Date, the Company will, in its sole discretion, determine the extent to which the terms and conditions included herein will apply to the Participant under such circumstances and the Participant should note that the information contained herein may not apply to the Participant in the same manner.
PART A
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1. |
Nature of Grant. By accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees that: |
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a. |
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan; |
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b. |
the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; |
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c. |
all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; |
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d. |
the Participant is voluntarily participating in the Plan; |
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e. |
the Restricted Stock Units and any Shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; |
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f. |
the Restricted Stock Units and any Shares of Common Stock acquired under the Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any; |
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g. |
the Restricted Stock Units and any Shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; |
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the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such Shares of Common Stock issued under the Plan may increase or decrease in the future; |
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no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); |
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except as provided in Section 3(g) and 3(h), on the date of termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to continue vesting in the Restricted Stock Units, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer employed); and |
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neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Shares of Common Stock or any amounts due pursuant to the issuance of Shares of Common Stock, or the subsequent sale of any Shares of Common Stock acquired under the Plan. |
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Data Privacy. |
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Data Collection and Usage. The Company and the Employer may collect, process and use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent. |
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Stock Plan Administration Service Providers. The Company transfers Data to Charles Schwab & Co., Inc., Inc. and its affiliated companies (“Schwab”), an independent service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant acknowledges and understands that Schwab will open an account for the Participant to receive and trade Shares of Common Stock acquired under the Plan. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the Participant’s ability to participate in the Plan. |
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International Data Transfers. The Company and its service providers are based in the United States. The Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. In the absence of appropriate safeguards, such as standard data protection clauses, the processing of the Participant’s Data in the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, the Participant might not have enforceable rights regarding the processing of the Participant’s Data in such countries. The Company’s legal basis, where required, for the transfer of Data is Participant's consent. |
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Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws. |
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Data Subject Rights. The Participant may have a number of rights under data privacy laws in the Participant’s jurisdiction. Depending on where the Participant is based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local human resources representative. |
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Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Restricted Stock Units or other awards to the Participant or administer or maintain such awards. |
By accepting the Restricted Stock Units and indicating consent via the Company’s online acceptance procedure, the Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not evidence an adequate level of protection from a non-U.S data protection law perspective, for the purposes described above.
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Language. If the Participant received the Agreement, the Plan or any other document related to the Restricted Stock Units translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. |
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4. |
Foreign Asset/Account Reporting; Exchange Controls. The Participant may be subject to certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to hold Shares of Common Stock or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of Shares of Common Stock). The Participant may be required to report foreign brokerage or bank accounts, assets or transactions to the tax or other authorities in the Participant’s country of employment (and country of residence, if different). The Participant acknowledges that it is the Participant’s personal responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details. |
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Repatriation and Compliance with Local Laws. If the Participant resides or is employed outside of the United States, the Participant expressly agrees, as a condition to the Participant’s participation in the Plan, to repatriate all payments attributable to the Shares of Common Stock and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares of Common Stock acquired under the Plan) if required by and in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). |
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Insider Trading Restrictions / Market Abuse Laws. By accepting the grant of Restricted Stock Units, the Participant acknowledges that he or she is bound by all the terms and conditions of the Company’s trading in company securities policy as may be in effect from time to time. The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares of Common Stock are listed, he or she may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares of Common Stock, rights to Shares of Common Stock (e.g., Restricted Stock Units) or rights linked to the value of Shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter. |
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7. |
Other Requirements. The Committee reserves the right to impose other requirements on the Participant’s participation in the Plan, any Shares of Common Stock acquired pursuant to the Plan and the Participant’s participation in the Plan to the extent the Committee determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable laws, rules and regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. |
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8. |
Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by the Participant or any other participant. |
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9. |
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or any electronic system established and maintained by the Company or a third party designated by the Company. |
PART B
[Omitted.]
Exhibit 10.3
H.B. FULLER COMPANY
PERFORMANCE SHARE AWARD AGREEMENT
(Under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan)
THIS AGREEMENT, dated as of ____________, 20__ (the "Grant Date"), is entered into between H.B. Fuller Company, a Minnesota corporation (the “Company”), and _____________, an employee of the Company or an affiliate of the Company (“Participant”).
WHEREAS, the Company, pursuant to the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan (the “Plan”), wishes to award to the Participant a Performance Share Award representing the right to receive shares (“Shares”) of common stock, par value $1.00 per share, of the Company (“Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Performance Share Award Agreement and the Plan;
WHEREAS, the Participant’s rights to receive Shares of Common Stock hereunder are sometimes referred to as “Restricted Stock Units” in this Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set forth herein, the parties hereto hereby agree as follows:
1. Performance Share Award. The Company, effective as of the Grant Date, hereby grants to the Participant a Performance Share Award representing the right to receive a specified number of Shares of Common Stock as set forth below and subject to the terms and conditions set forth in this Agreement and the Plan:
(a) ______ Target Number of Shares Subject to Award. The Target Number shall consist of one (1) tranche (the “tranche”). The number of Shares payable with respect to the tranche ranges from a maximum number of Shares equal to 200% of the tranche to a potential for a -0- payout in the event the threshold level of performance for the Tranche is not achieved (see Exhibit A).
(b) The Performance Period(s) and Vesting Date(s)(s) for purposes of determining whether, and the extent to which, Shares of Common Stock within the tranche become payable hereunder shall be:
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Performance Period |
Tranche |
Vesting Date |
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______________, 20_____ – ___________, 20_____ |
100% |
third (3rd) anniversary |
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date of the Grant Date |
The performance goal(s) for purposes of determining whether, and the extent to which, the Shares of Common Stock will be paid are set forth in Exhibit A to this Agreement, which Exhibit is made a part of this Agreement.
2. Rights of Participant with Respect to the Restricted Stock Units.
(a) No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle the Participant to any rights of a shareholder of Common Stock. The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3 hereof.
(b) Dividend Equivalents. As long as the Participant holds Restricted Stock Units granted pursuant to this Agreement on the applicable record date, the Company shall credit to the Participant, on each date that the Company pays a cash dividend to holders of Common Stock generally, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to the total number of whole Restricted Stock Units and Additional Restricted Stock Units previously credited to the Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company on such date, divided by the Fair Market Value of a share of Common Stock on such date. Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Additional Restricted Stock Units. The Additional Restricted Stock Units so credited shall be subject to the same terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which the dividend equivalents were credited are forfeited.
(c) Issuance of Shares; Conversion of Restricted Stock Units. No Shares of Common Stock shall be issued to the Participant prior to the date on which the Restricted Stock Units vest, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 1 or Section 3 hereof. Neither this Section 2(c) nor any action taken pursuant to or in accordance with this Section 2(c) shall be construed to create a trust of any kind. After any Restricted Stock Units vest pursuant to Section 1 or Section 3 hereof, the Company shall promptly cause to be issued, in either certificated or uncertificated form, Shares of Common Stock registered in the Participant’s name or in the name of the Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole Restricted Stock Units and any Additional Restricted Stock Units and shall cause such certificated or uncertificated shares to be delivered to the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be. In no event shall issuance of Shares occur more than ninety (90) days after the applicable vesting date. The value of any fractional Restricted Stock Unit shall be cancelled at the time certificated or uncertificated shares are delivered to the Participant in payment of the Restricted Stock Units and any Additional Restricted Stock Units.
3. Vesting; Forfeiture.
(a) Termination of Employment. In the event that the Participant’s employment with the Company and all Affiliates is terminated prior to the Vesting Date, the Participant’s right to receive any Shares (including the right to receive any Shares relating to Additional Restricted Stock Units) shall be immediately and irrevocably forfeited, unless such termination is by reason of:
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(i) |
the Participant’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code); |
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(ii) |
the Participant’s death; or |
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(iii) |
the Participant’s retirement (as defined below in Section 3(c) below). |
For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement.
(b) Early Vesting on Death or Disability. In the event the Participant dies or becomes permanently disabled prior to the commencement or completion of a Performance Period, or after completion of a Performance Period but prior to the Vesting Date, then the Participant or the Participant’s estate shall be entitled to receive a payment of the Shares of Common Stock based on, and assuming that, performance would be achieved at the target level for the Performance Period, as set forth in Exhibit A to this Agreement. Such payment shall be made as soon as administratively feasible (but in no event more than ninety (90) days) following the Participant’s death or permanent disability, as applicable. If a payment is made pursuant to this Section 3(b), no payment shall be made pursuant to Section 1 of this Agreement.
(c) Retirement. In the event the Participant retires prior to the commencement or completion of a Performance Period or prior to the Vesting Date, as long as such retirement is at least 180 days after the Grant Date, then the Participant’s rights under the Performance Award shall remain outstanding as if the Participant had remained employed for the duration of the Performance Period and through the Vesting Date. The Participant shall be entitled to receive payment of the Performance Award, if any, that becomes payable under Section 1 based on actual performance achieved. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of the Participant’s employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company, and has attained age 55, so long as the Participant has at all times that Restricted Stock Units are outstanding under this Agreement complied with the terms of any applicable confidentiality, non-disclosure and/or non-competition agreement between the Company and the Participant.
(d) Change in Control. Notwithstanding the foregoing provisions of this Agreement, but subject to the other terms and conditions set forth herein, in the event that a Change in Control of the Company occurs prior to the Vesting Date, and the Participant incurs a Qualifying Termination of Employment during the Protected Period, the Participant shall be entitled to receive a payment of the Shares of Common Stock based on, and assuming that, performance would have been achieved at the target level for the Performance Period, as set forth in Exhibit A to this Agreement. Such payment shall be made promptly following the date of the Qualifying Termination of Employment. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:
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(i) |
a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the voting power of the Company then outstanding; |
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(ii) |
the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); |
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(iii) |
the approval of the shareholders of the Company, and consummation, of (i) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or |
|
(iv) |
a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. |
For purposes of this Section 3(d), “voting power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter authorized.
If a payment is made pursuant to this Section 3(d), no payment shall be made pursuant to Section 1 of this Agreement. Notwithstanding the foregoing, if any payment due under this Section 3(d) is deferred compensation subject to Section 409A of the Code, any payment made on account of the Participant’s termination of employment (other than a Disability) shall not be made unless such termination of employment constitutes the Participant’s separation from service, and such payment shall be subject to any additional required delay under Section 9(a).
For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period.
(e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” means disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Participant’s employment by the Company or an Affiliate for Cause or for Disability:
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(i) |
a material change in the Participant’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting similarly situated executives of the Company); or |
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(ii) |
a significant diminution in the Participant’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Participant reports, in and of itself, would not constitute diminution; or |
|
(iii) |
a change of the Participant’s principal work location of 50 or more miles from that immediately prior to the Change in Control. |
4. Restrictions on Transfer. The Restricted Stock Units shall not be transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to the Restricted Stock Units upon the death of the Participant. Each right under this Agreement shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s legal representative. The Restricted Stock Units and any rights under this Agreement may not be sold, assigned, transferred, pledged, alienated, attached or otherwise encumbered and any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any Affiliate.
5. Income Tax Matters. In order to comply with all applicable federal, foreign, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, foreign, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from the Participant. Upon vesting of the Restricted Stock Units and the lapse of the restrictions with respect to the Restricted Stock Units under the terms of this Award Agreement, the Participant shall be obligated to pay any applicable withholding taxes arising from such vesting and lapse of restrictions. Unless the Company receives an irrevocable written instruction, addressed to the attention of the Secretary of the Company, from the Participant prior to the date that the Restricted Stock Units vest and the restrictions lapse, the Company shall automatically withhold as payment the number of Shares of Common Stock, determined by the Fair Market Value, required to pay the applicable withholding taxes (but only to the extent necessary to satisfy minimum statutory withholding requirements if required under ASC Topic 718).
6. Securities Matters. No Shares of Common Stock shall be issued pursuant to this Agreement prior to such time as counsel to the Company shall have determined that the issuance of such shares will not violate any securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. In addition, the grant of these Restricted Stock Units and/or the delivery of any Shares of Common Stock under this Agreement are subject to the Company’s Executive and Key Manager Compensation Recovery Policy and any other clawback or compensation recovery policies the Company may adopt in the future.
7. Tax Consequences. The Participant agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimize the Participant’s tax liabilities. The Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Restricted Stock Units or the Participant’s other compensation.
8. Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the Restricted Stock Units.
9. General Provisions.
(a) Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service.
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(i) |
For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. |
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(ii) |
For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. |
|
(iii) |
To the extent that Section 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. |
|
(iv) |
The rules of section 409A of the Code shall apply to this Agreement, and this Agreement shall be construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with any section of the Code. |
(b) Interpretations. This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest.
(c) No Right to Employment. The grant of the Restricted Stock Units shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss the Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or the Plan.
(d) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(e) Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction under any law deemed to be applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be so construed or amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the remainder of this Agreement shall remain in full force and effect.
(f) Venue and Governing Law. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. For purposes of any action, lawsuit or other proceedings brought to enforce the Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Ramsey County, Minnesota, or the federal courts for the United States for the District of Minnesota, and no other courts, where this grant is made and/or to be performed.
(g) Addendum. Notwithstanding the provisions of this Agreement, the award shall be subject to any additional terms and conditions for the Participant’s country set forth in the Addendum to this Agreement. To the extent any provision in the Addendum is inconsistent with a provision in the body of this Agreement, the provision in the Addendum shall prevail. Moreover, if the Participant relocates and / or becomes subject to the laws, rules, or regulations of to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.
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H.B. FULLER COMPANY |
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By: |
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Participant |
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Date: |
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Exhibit A
Performance Goals for the Performance Period
_____________, 20__ – ____________, 20__: ___%
Metric is a 3-year average of annual ROIC. Each year’s ROIC will be calculated according to the formula below and subject to adjustments for acquisitions, and those calculations will be averaged and assessed relative to the predetermined goal and range noted in the table below.
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ROIC Performance |
Payout (as % of Target) |
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Target + 2% [Superior] |
200% |
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Target + 1.5% |
175% |
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Target + 1% |
150% |
|
Target + 0.5% |
125% |
|
Target |
100% |
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Target – 1% |
75% |
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Target - 2% [Threshold] |
50% |
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Less than threshold |
0% |
Performance between threshold and target and target and superior will be calculated on a pro rata basis. The level of achievement of the performance goal shall be determined by the Compensation Committee of the Board of Directors of the Company.
Definition of ROIC:
NOPAT1
(Short-Term Debt + Long-Term Debt + Total Equity - Cash)2
Acquisitions will be treated as follows:
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Timing |
All Acquisitions |
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Year zero |
For deals made Q1-Q4. Remove OI, purchase price and A&D |
|
Year 1 (1st full year) |
Remove OI, purchase price and A&D |
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Year 2 (2nd full year) |
Remove OI, purchase price and A&D |
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Year 3 (3rd full year) |
Include OI and purchase price |
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Year 4 (4th full year) |
Include OI, purchase price and A&D |
ROIC will be adjusted for divestitures based on timing and relevant impact.
1 NOPAT = (Gross Profit – SG&A Expense + Other Income (Expense), net) * (1-Effective Tax Rate) + Income from Equity Investments
Includes adjustments as publicly disclosed in the Company’s quarterly earnings release. Also includes adjustments for any change in GAAP or in the application thereof that has occurred since the grant date.
Effective tax rate defined as (Adjusted Tax Expense / Adjusted Pretax Earnings)
2 End-of-year metrics. Denominator also includes redeemable non-controlling interest
H.B. FULLER COMPANY
ADDENDUM TO PERFORMANCE SHARE AWARD AGREEMENT
This Addendum contains additional or different terms and conditions that govern the Participant’s Restricted Stock Units if the Participant is based outside of the United States. The terms and conditions in Part A apply to everyone based outside of the United States. The country-specific terms and conditions in Part B apply to everyone based in any of the countries listed in Part B. Capitalized terms not explicitly defined in this Addendum but defined in the Agreement or the Plan will have the same definitions as in the Agreement or the Plan, as applicable.
The information is based on the securities and other laws in effect in the respective countries as of June 2025. Such laws are often complex and change frequently. Therefore, the Participant should not rely on the information in this Addendum as the only source of information relating to the consequences of the Participant’s participation in the Plan because such information may be outdated when the Restricted Stock Units vest, when Shares of Common Stock are issued or when the Participant sells any Shares of Common Stock. In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation. As a result, the Company cannot assure the Participant of any particular result. The Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, are considered a resident of another country for local law purposes or transfer employment or residency between countries after the Grant Date, the Company will, in its sole discretion, determine the extent to which the terms and conditions included herein will apply to the Participant under such circumstances and the Participant should note that the information contained herein may not apply to the Participant in the same manner.
PART A
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1. |
Income Tax and Social Insurance Contribution Withholding. This provision replaces Section 5, Income Tax Matters, of the Agreement: |
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a. |
Regardless of any action the Company or the Affiliate or Subsidiary that employs the Participant (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account, fringe benefit tax or other tax-related items resulting from the Units (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant also acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, and the subsequent sale of any Shares of Common Stock acquired pursuant to the vesting of the Restricted Stock Units, and (ii) do not commit to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. |
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b. |
In connection with any relevant taxable or tax withholding event, as applicable, if the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company and/or the Employer (i) shall withhold a sufficient number of whole Shares of Common Stock otherwise issuable upon the vesting of the Restricted Stock Units that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld Shares of Common Stock shall be used to settle the withholding obligation), (ii) shall withhold an amount from the Participant’s regular salary and/or wages, or from any other amounts payable to the Participant by the Company or the Employer, or (iii) require the Participant to sell Shares of Common Stock acquired pursuant to the vesting of the Restricted Stock Units to satisfy Participant's Tax Related Items, pursuant to any sell to cover policy. In the event the withholding requirements for Tax-Related Items are not satisfied through the withholding of Shares of Common Stock or through withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant, no Shares of Common Stock will be issued to the Participant unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines, in its sole discretion, must be withheld or collected with respect to the Restricted Stock Units. |
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c. |
If the Participant becomes subject to taxation in more than one jurisdiction, the Participant acknowledges and agrees that the Company and the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting the grant of the Restricted Stock Units, the Participant expressly consents to the withholding of Shares of Common Stock and/or the withholding of amounts from the Participant’s regular salary and/or wages, or other amounts payable to the Participant, as provided for hereunder. All other Tax-Related Items related to the Restricted Stock Units and any Shares of Common Stock acquired pursuant to the vesting of the Restricted Stock Units are the Participant’s sole responsibility. |
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2. |
Nature of Grant. By accepting the grant of Restricted Stock Units, the Participant acknowledges, understands and agrees that: |
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a. |
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan; |
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b. |
the Plan is operated and the Restricted Stock Units are granted solely by the Company and only the Company is a party to the Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Subsidiary or Affiliate (including, but not limited to, the Employer); |
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c. |
no Subsidiary or Affiliate (including, but not limited to the Employer) has any obligation to make any payment of any kind under the Agreement; |
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d. |
the grant of Restricted Stock Units is voluntary and does not create any contractual or other right to receive future Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; |
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e. |
all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; |
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f. |
the Participant is voluntarily participating in the Plan; |
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g. |
the Restricted Stock Units and any Shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; |
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h. |
the Restricted Stock Units and any Shares of Common Stock acquired under the Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any; |
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i. |
the Restricted Stock Units and any Shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; |
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j. |
the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such Shares of Common Stock issued under the Plan may increase or decrease in the future; |
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k. |
no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); |
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l. |
except as provided in Section 3(c), on the date of termination of the Participant’s employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to continue vesting in the Restricted Stock Units, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer employed); and |
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m. |
neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Shares of Common Stock or any amounts due pursuant to the issuance of Shares of Common Stock, or the subsequent sale of any Shares of Common Stock acquired under the Plan. |
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3. |
Data Privacy. |
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a. |
Data Collection and Usage. The Company and the Employer may collect, process and use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent. |
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b. |
Stock Plan Administration Service Providers. The Company transfers Data to Charles Schwab & Co., Inc., Inc. and its affiliated companies (“Schwab”), an independent service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant acknowledges and understands that Schwab will open an account for the Participant to receive and trade Shares of Common Stock acquired under the Plan. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the Participant’s ability to participate in the Plan. |
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c. |
International Data Transfers. The Company and its service providers are based in the United States. The Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. In the absence of appropriate safeguards, such as standard data protection clauses, the processing of the Participant’s Data in the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, the Participant might not have enforceable rights regarding the processing of the Participant’s Data in such countries. The Company’s legal basis, where required, for the transfer of Data is Participant's consent. |
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d. |
Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws. |
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e. |
Data Subject Rights. The Participant may have a number of rights under data privacy laws in the Participant’s jurisdiction. Depending on where the Participant is based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local human resources representative. |
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f. |
Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Restricted Stock Units or other awards to the Participant or administer or maintain such awards. |
By accepting the Restricted Stock Units and indicating consent via the Company’s online acceptance procedure, the Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not evidence an adequate level of protection from a non-U.S data protection law perspective, for the purposes described above.
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4. |
Language. If the Participant received the Agreement, the Plan or any other document related to the Restricted Stock Units translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law. |
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5. |
Foreign Asset/Account Reporting; Exchange Controls. The Participant may be subject to certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to hold Shares of Common Stock or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of Shares of Common Stock). The Participant may be required to report foreign brokerage or bank accounts, assets or transactions to the tax or other authorities in the Participant’s country of employment (and country of residence, if different). The Participant acknowledges that it is the Participant’s personal responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details. |
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6. |
Repatriation and Compliance with Local Laws. If the Participant resides or is employed outside of the United States, the Participant expressly agrees, as a condition to the Participant’s participation in the Plan, to repatriate all payments attributable to the Shares of Common Stock and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares of Common Stock acquired under the Plan) if required by and in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). |
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7. |
Insider Trading Restrictions / Market Abuse Laws. By accepting the grant of Restricted Stock Units, the Participant acknowledges that he or she is bound by all the terms and conditions of the Company’s trading in company securities policy as may be in effect from time to time. The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares of Common Stock are listed, he or she may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares of Common Stock, rights to Shares of Common Stock (e.g., Restricted Stock Units) or rights linked to the value of Shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter. |
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8. |
Other Requirements. The Committee reserves the right to impose other requirements on the Participant’s participation in the Plan, any Shares of Common Stock acquired pursuant to the Plan and the Participant’s participation in the Plan to the extent the Committee determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable laws, rules and regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. |
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9. |
Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by the Participant or any other participant. |
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10. |
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or any electronic system established and maintained by the Company or a third party designated by the Company. |
PART B
[Omitted.]
Exhibit 10.4
FORM OF RESTRICTED STOCK UNIT AGREEMENT
FOR NON‑EMPLOYEE DIRECTORS
H.B. FULLER COMPANY
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan)
THIS AGREEMENT, dated as of _______________, 20__ (the "Grant Date"), is entered into between H.B. Fuller Company, a Minnesota corporation (the “Company”), and ____________________, a non‑employee director of the Company (the “Participant”).
WHEREAS, the Company, pursuant to the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan (the “Plan”), wishes to award to the Participant Restricted Stock Units, representing the right to receive shares (“Shares”) of common stock, par value $1.00 per share, of the Company (“Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Agreement and the Plan;
WHEREAS, the Participant’s rights to receive Shares of Common Stock hereunder are sometimes referred to as “Restricted Stock Units” in this Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set forth herein, the parties hereto hereby agree as follows:
1. Award of Restricted Stock Units. The Company, effective as of the Grant Date, hereby grants to the Participant an award of ______ Restricted Stock Units, each Restricted Stock Unit representing the right to receive one Share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement and the Plan.
2. Rights of the Participant with Respect to the Restricted Stock Units.
(a) No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle the Participant to any rights of a shareholder of Common Stock. The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3 hereof.
(b) Dividend Equivalents. As long as the Participant holds Restricted Stock Units granted pursuant to this Agreement on the applicable record date, the Company shall credit to the Participant, on each date that the Company pays a cash dividend to holders of Common Stock generally, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to the total number of whole Restricted Stock Units and Additional Restricted Stock Units previously credited to the Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per Share of Common Stock by the Company on such date, divided by the Fair Market Value of a Share of Common Stock on such date. Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Additional Restricted Stock Units. The Additional Restricted Stock Units so credited shall be subject to the same terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which the dividend equivalents were credited are forfeited.
(c) Issuance of Shares; Conversion of Restricted Stock Units. No Shares of Common Stock shall be issued to the Participant prior to the date on which the Restricted Stock Units vest, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3 hereof. Neither this Section 2(c) nor any action taken pursuant to or in accordance with this Section 2(c) shall be construed to create a trust of any kind. After any Restricted Stock Units vest pursuant to Section 3 hereof, the Company shall promptly cause to be issued, in either certificated or uncertificated form, Shares of Common Stock registered in the Participant’s name or in the name of the Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole Restricted Stock Units and any Additional Restricted Stock Units and shall cause such certificated or uncertificated Shares to be delivered to the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be. In no event shall issuance of Shares occur more than ninety (90) days after the applicable vesting date. The value of any fractional Restricted Stock Unit shall be cancelled at the time certificated or uncertificated Shares are delivered to the Participant in payment of the Restricted Stock Units and any Additional Restricted Stock Units.
3. Vesting; Forfeiture.
(a) Vesting. Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in full, and the restrictions with respect to the Restricted Stock Units shall lapse, on the earlier of (i) _____________, or (ii) the date on which the director reaches the mandatory retirement age under the Company’s policy with respect to directors’ retirement from the Board of Directors, provided, in each case, that the Participant continuously serves as a director of the Company until the earliest of such dates.
(b) Early Vesting. Notwithstanding the vesting provision contained in Section 3(a) above, but subject to the other terms and conditions set forth herein, upon the occurrence of a “Change in Control” (as defined below) or in the event of the Participant’s death or permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code), the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall become immediately vested in all of the Restricted Stock Units, and the restrictions with respect to the Restricted Stock Units shall lapse, as of the date of such Change in Control, death or permanent disability. Issuance of the shares shall be made as soon as administratively feasible (but in no event more than ninety (90) days) following the Participant’s death or permanent disability, as applicable. Such payment shall be made promptly following the date of the Change in Control.
(c) Change in Control. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:
(i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the voting power of the Company then outstanding;
(ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);
(iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or
(iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company; and
(v) the Participant incurs a Qualifying Termination of his/her position as director of the Company during the Protected Period.
For purposes of this Section 3(c), “voting power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter authorized.
(d) For the purposes of this Agreement, a “Qualifying Termination” shall mean a resignation of the Participant’s position as director of the Company.
(e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control.
(f) Forfeiture. If the Participant ceases to serve as a director of the Company for any reason other than those set forth in Section 3(b) hereof prior to the vesting of the Restricted Stock Units pursuant to Section 3(b) hereof, the Participant’s rights to all of the unvested Restricted Stock Units shall be immediately and irrevocably forfeited, including the right to receive any Additional Restricted Stock Units.
If any early payment is made pursuant to Section 3(b), no payment shall be made pursuant to Section 3(a) of this Agreement.
4. Restrictions on Transfer. The Restricted Stock Units shall not be transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to the Restricted Stock Units upon the death of the Participant. Each right under this Agreement shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s legal representative. The Restricted Stock Units and any rights under this Agreement may not be sold, assigned, transferred, pledged, alienated, attached or otherwise encumbered and any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any Affiliate.
5. Income Tax Matters. The Participant understands and agrees that the Company has not advised the Participant regarding the Participant's income tax liability in connection with the grant of Restricted Stock Units pursuant to this Agreement. The Participant further understands and agrees that he or she is responsible for consulting his or her own tax counsel on questions regarding his or her tax liability in connection with the grant of the Shares and upon the vesting of the Shares and any subsequent disposition of the Shares, and that the Participant is solely responsible for such tax liability.
6. Securities Matters. No Shares of Common Stock shall be issued pursuant to this Agreement prior to such time as counsel to the Company shall have determined that the issuance of such shares will not violate any securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. In addition, the grant of these Restricted Stock Units and/or the delivery of any Shares of Common Stock under this Agreement are subject to the Company’s Executive and Key Manager Compensation Clawback Policy and any other clawback policies the Company may adopt in the future to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (or any other applicable law) and any applicable rules and regulations of the Securities and Exchange Commission or applicable stock exchange.
7. Tax Consequences. The Participant agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimize the Participant’s tax liabilities. The Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Restricted Stock Units or the Participant’s other compensation.
8. Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the Restricted Stock Units.
9. General Provisions.
(a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest.
(b) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(c) Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction under any law deemed to be applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be so construed or amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the remainder of this Agreement shall remain in full force and effect.
(d) Venue and Governing Law. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. For purposes of any action, lawsuit or other proceedings brought to enforce the Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Ramsey County, Minnesota, or the federal courts for the United States for the District of Minnesota, and no other courts, where this grant is made and/or to be performed.
(e) Consent to Collection/Processing/Transfer of Personal Data. Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal Data (as defined below) and the collection, use, processing and transfer of such Data in relation to the Company’s grant of this award and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s Data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, use, processing and transfer of Data may affect the Participant’s participation in the Plan. As such, the Participant hereby voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of Data as described in this paragraph.
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(i) |
The Company and the Participant hold certain personal information about the Participant, including the Participant’s name, home address, email address and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all stock awards or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). Data may be provided by the Participant or collected, where lawful, from third parties, and Company will process Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan. |
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(ii) |
Company and the Participant’s employer (if the Participant’s employer is not the Company) “Employer” will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and Company and the Employer may each further transfer Data to any third parties assisting Company in the implementation, administration and management of the Plan. As permitted by applicable personal data protection laws, if Company or the Employer becomes involved in a merger, acquisition, sale of assets, joint venture, securities offering, bankruptcy, reorganization, liquidation, dissolution, or other transaction or if the ownership of all or substantially all of Company or the Employer otherwise changes, Company or the Employer may transfer Data to a third party or parties in connection therewith. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Common Stock on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares of Common Stock acquired pursuant to the Plan. |
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(iii) |
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of Data, (b) verify the content, origin and accuracy of Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Employer’s local HR manager or Company’s Human Resources Department. The Participant understands that he or she is providing the consent herein on a purely voluntary basis. If the Participant does not consent or later seeks to remove his or her consent, the Participant’s salary from or employment with the Employer will not be affected; the only consequence of refusing or withdrawing his or her consent is that Company would not be able to grant the Participant Restricted Stock Units or other equity awards or participate in the Plan. |
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(iv) |
Finally, the Participant understands that Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that the Participant provide another data privacy consent or acknowledgment. If applicable and upon request of Company or the Employer, the Participant agrees to provide an executed acknowledgment or data privacy consent form (or any other acknowledgment, agreement or consent) to Company or the Employer that Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Participant’s country, either now or in the future. The Participant understands that he or she will not be able to participate in the Plan if the Participant fails to execute any such acknowledgment or consent requested by Company or the Employer. |
(f) Addendum. Notwithstanding the provisions of this Agreement, the award shall be subject to any special terms and conditions for the Participant’s country set forth in the Addendum to this Agreement. To the extent any provision in the Addendum is inconsistent with a provision in the body of this Agreement, the provision in the Addendum shall prevail. Moreover, if the Participant relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.
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H.B. FULLER COMPANY |
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By: |
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Participant | |
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Addendum
This Addendum intentionally left blank.
Exhibit 31.1
CERTIFICATION
I, Celeste B. Mastin, certify that:
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1. |
I have reviewed this report on Form 10-Q of H.B. Fuller Company; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-115(e) and 15d-115(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d–15(f)) for the registrant and have: |
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a.) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b.) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c.) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d.) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a.) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: March 26, 2026
/s/ Celeste B. Mastin |
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Celeste B. Mastin President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, John J. Corkrean, certify that:
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1. |
I have reviewed this report on Form 10-Q of H.B. Fuller Company; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-115(e) and 15d-115(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d–15(f)) for the registrant and have: |
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a.) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b.) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c.) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d.) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a.) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: March 26, 2026
/s/ John J. Corkrean |
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John J. Corkrean Executive Vice President, Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
I, Celeste B. Mastin, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended February 28, 2026 (the “Report”), hereby certify that:
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(a) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and |
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(b) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company. |
Date: March 26, 2026
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/s/ Celeste B. Mastin |
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Celeste B. Mastin President and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION
I, John J. Corkrean, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended February 28, 2026 (the “Report”), hereby certify that:
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(a) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and |
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(b) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company. |
Date: March 26, 2026
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/s/ John J. Corkrean |
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John J. Corkrean Executive Vice President, Chief Financial Officer |