Form 8-K

8-K — FULLER H B CO

Accession: 0001437749-26-021622

Filed: 2026-06-25

Period: 2026-06-24

CIK: 0000039368

SIC: 2891 (ADHESIVES & SEALANTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ful20260624_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_980922.htm)

GRAPHIC (hbfullerlogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: ful20260624_8k.htm · Sequence: 1

ful20260624_8k.htm

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0000039368

2026-06-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026

H.B. Fuller Company

(Exact Name of Company as Specified in Charter)

Minnesota

001-09225

41-0268370

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota

55164-0683

(Address of principal executive offices)

(Zip Code)

Company’s telephone number, including area code: (651) 236-5900

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00

FUL

NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On June 24, 2026, H.B. Fuller Company (the “Company”) announced its operating results for the second quarter ended May 29, 2026. A copy of the press release that discusses this matter is furnished as Exhibit 99.1 to, and incorporated by reference in, this report.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release, dated June 24, 2026, issued by H.B. Fuller Company

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 25, 2026

H.B. FULLER COMPANY

By:

/s/ Gregory O. Ogunsanya

Gregory O. Ogunsanya

Senior Vice President, General Counsel

and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_980922.htm · Sequence: 2

ex_980922.htm

Worldwide Headquarters

1200 Willow Lake Boulevard

St. Paul, Minnesota 55110-5101

Exhibit 99.1

Scott Jensen

Investor Relations Contact

investors@hbfuller.com

NEWS

June 24, 2026

H.B. Fuller Reports Second Quarter 2026 Results

Reported EPS (diluted) of $1.23; Adjusted EPS (diluted) of $1.41, up 19% year-on-year

Net income of $68 million; Adjusted EBITDA of $181 million, up 9% year-on-year

Record second quarter operating cash flow; Repurchased 750 thousand shares in the quarter

Increases midpoint of full-year adjusted EBITDA and adjusted EPS guidance

ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its second quarter that ended May 30, 2026.

Second Quarter 2026 Noteworthy Items:

■

Net revenue was $950 million, up 5.8% year-on-year; organic revenue was up 2.6% year-on-year;

■

Gross margin was 33.6%; adjusted gross margin of 34.2% increased 200 basis points year-on-year driven mainly by pricing execution and restructuring savings;

■

Net income was $68 million; adjusted EBITDA was $181 million, up 9% versus last year; adjusted EBITDA margin was 19.1%, up 70 basis points year-on-year;

■

Reported EPS (diluted) was $1.23; adjusted EPS (diluted) was $1.41, up 19% year-on-year, driven by higher adjusted net income;

■

Record second quarter operating cash flow of $121 million dollars, up approximately 10% year-on-year.

Summary of Second Quarter 2026 Results:

The Company’s net revenue for the second quarter of fiscal 2026 was $950 million, up 5.8% versus the second quarter of fiscal 2025. Pricing increased net revenue by 3.0%, which more than offset slightly lower volume, resulting in a 2.6% organic revenue increase year-on-year. Foreign currency translation and the impact of acquisitions increased net revenue by 3.1% and 0.1%, respectively.

Gross profit in the second quarter of fiscal 2026 was $320 million. Adjusted gross profit was $325 million. Adjusted gross profit margin of 34.2% increased 200 basis points year-on-year. The impact of pricing execution and restructuring savings drove the majority of the year-on-year increase in adjusted gross profit margin.

Selling, general and administrative (SG&A) expense was $202 million in the second quarter of fiscal 2026 and adjusted SG&A was $196 million, up 11% year-on-year. Adjusting for the impact of foreign exchange and variable compensation related to higher projected income for the year, adjusted SG&A was up approximately 3% year-on-year.

Net income attributable to H.B. Fuller for the second quarter of fiscal 2026 was $68 million. Adjusted net income attributable to H.B. Fuller for the second quarter of fiscal 2026 was $78 million. Reported EPS (diluted) was $1.23 and adjusted EPS (diluted) was $1.41, up 19% year-on-year.

Adjusted EBITDA in the second quarter of fiscal 2026 was $181 million, up 9% year-on-year, driven principally by the impact of pricing execution and restructuring savings.

“We executed very well in the second quarter, delivering strong year-on-year revenue, EBITDA, and EPS growth, with results above the midpoint of our EBITDA guidance range,” said Celeste Mastin, president and chief executive officer. “Our global sourcing capabilities and swift pricing actions have enabled us to maintain supply continuity and reliably serve our customers through market disruption. These efforts, combined with our Quantum Leap restructuring initiative, have strengthened our competitive position and we remain confident in our ability to deliver strong financial results.”

Mastin continued, “While the external environment remains dynamic, our focus is clear: we are executing on what we can control, leveraging our competitive strengths, and continuing to build a business that is more durable and better positioned to deliver superior long-term growth.”

Balance Sheet and Working Capital:

Net debt at the end of the second quarter of fiscal 2026 was $1,958 million, down $58 million year-on-year. Net debt-to-adjusted EBITDA was 3.1X, down from 3.4X at the end of the second quarter of fiscal 2025.

Net working capital in the second quarter of fiscal 2026 was 16.4% as a percentage of annualized net revenue and decreased 260 basis points sequentially versus the first quarter. Cash flow from operations improved to $121 million, a record second quarter, driven primarily by higher net income. As previously communicated, cash flow delivery for 2026 is expected to be weighted to the second half of the year.

Fiscal 2026 Outlook:

As a result of our year-to-date performance, we are updating our previously communicated financial guidance for fiscal 2026:

■

Net revenue for fiscal 2026 is still expected to be up mid-single digits; organic revenue is still expected to be up low-single digits and the impact from foreign exchange is still expected to be positive 1% to 2%;

■

Adjusted EBITDA for fiscal 2026 is now expected to be in the range of $650 million to $675 million;

■

Adjusted EPS (diluted) is now expected to be in the range of $4.60 to $4.90;

■

Cash flow from operations for fiscal 2026 is now expected to be in the range of $300 million to $325 million;

■

Net revenue for the third quarter of 2026 is expected to be up mid-single digits; adjusted EBITDA for the third quarter of 2026 is expected to be in the range of $180 million to $190 million.

Conference Call:

The Company will hold a conference call on June 25, 2026, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on June 25, 2026, to 10:59 p.m. CT on July 1, 2026. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.

Regulation G:

The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2026 Outlook, which the company cannot reconcile to forward-looking GAAP results without unreasonable effort.

About H.B. Fuller:

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com

Safe Harbor for Forward-Looking Statements:

Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of catastrophic events on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.

Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Percent of

Three Months Ended

Percent of

May 30, 2026

Net Revenue

May 31, 2025

Net Revenue

Net revenue

950,271

100.0

898,095

100.0

Cost of sales

(630,617

)

(66.4

(611,711

)

(68.1

Gross profit

319,654

33.6

286,384

31.9

Selling, general and administrative expenses

(202,365

)

(21.3

(186,340

)

(20.7

Other income, net

5,627

0.6

7,141

0.8

Interest expense

(32,756

)

(3.4

(34,865

)

(3.9

Interest income

1,961

0.2

854

0.1

Income before income taxes and income from equity method investments

92,121

9.7

73,174

8.1

Income taxes

(25,584

)

(2.7

(32,726

)

(3.6

Income from equity method investments

1,268

0.1

1,397

0.2

Net income including non-controlling interest

67,805

7.1

41,845

4.7

Net income attributable to non-controlling interest

0.0

(17

)

(0.0

Net income attributable to H.B. Fuller

67,805

7.1

41,828

4.7

Basic income per common share attributable to H.B. Fuller

1.25

0.77

Diluted income per common share attributable to H.B. Fuller

1.23

0.76

Weighted-average common shares outstanding:

Basic

54,430

54,443

Diluted

55,069

54,952

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

Six Months Ended

Percent of

Six Months Ended

Percent of

May 30, 2026

Net Revenue

May 31, 2025

Net Revenue

Net revenue

1,721,115

100.0

1,686,758

100.0

Cost of sales

(1,165,413

)

(67.7

(1,173,299

)

(69.6

Gross profit

555,702

32.3

513,459

30.4

Selling, general and administrative expenses

(386,816

)

(22.5

(366,968

)

(21.8

Other income, net

12,377

0.7

10,347

0.6

Interest expense

(65,627

)

(3.8

(66,906

)

(4.0

Interest income

4,034

0.2

1,954

0.1

Income before income taxes and income from equity method investments

119,670

7.0

91,886

5.4

Income taxes

(33,006

)

(1.9

(38,671

)

(2.3

Income from equity method investments

2,186

0.1

1,894

0.1

Net income including non-controlling interest

88,850

5.2

55,109

3.3

Net income attributable to non-controlling interest

0.0

(33

)

(0.0

Net income attributable to H.B. Fuller

88,850

5.2

55,076

3.3

Basic income per common share attributable to

H.B. Fuller

1.63

1.01

Diluted income per common share attributable to

H.B. Fuller

1.61

0.99

Weighted-average common shares outstanding:

Basic

54,580

54,721

Diluted

55,291

55,490

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

2026

2025

2026

2025

Net income attributable to H.B. Fuller

67,805

41,828

88,850

55,076

Adjustments:

Acquisition project costs1

1,395

3,602

2,325

13,430

Organizational realignment2

4,413

6,635

14,435

15,409

Project One3

2,387

2,581

5,440

5,646

Other4

3,024

2,929

Discrete tax items5

356

13,961

454

14,952

Income tax effect on adjustments6

(1,848

)

(3,999

)

(5,386

)

(9,907

)

Adjusted net income attributable to H.B. Fuller7

77,532

64,652

109,047

94,650

Add:

Interest expense

32,584

34,484

64,957

66,514

Interest income

(1,961

)

(854

)

(4,030

)

(1,954

)

Adjusted Income taxes

27,075

22,765

37,937

33,626

Depreciation and Amortization expense8

45,815

44,613

91,838

87,180

Adjusted EBITDA7

181,045

165,660

299,749

280,016

Diluted Shares

55,069

54,952

55,291

55,490

Adjusted diluted income per common share attributable to

H.B. Fuller7

1.41

1.18

1.97

1.71

Revenue

950,271

898,095

1,721,115

1,686,758

Adjusted EBITDA margin6

19.1

18.4

17.4

16.6

1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,223 and $3,708 in transaction costs (primarily consulting and professional fees) and $172 and ($106) in purchase accounting costs (primarily professional fees for valuation services, interest on holdback liabilities and inventory step-up cost) for the three months ended May 30, 2026 and May 31, 2025, respectively. Acquisition project costs include $1,509 and $12,900 in transaction costs (primarily consulting and professional fees) and $816 and $530 in purchase accounting costs (primarily professional fees for valuation services, interest on holdback liabilities and inventory step-up cost) for the six months ended May 30, 2026 and May 31, 2025, respectively.

2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs and the impact of accelerated depreciation. Organizational realignment includes $251 and $1,177 in professional fees related to legal entity and business structure changes, $3,012 and $3,320 in employee severance and other related costs, and $1,150 and $2,138 related to facility rationalization costs for the three months ended May 30, 2026 and May 31, 2025, respectively. Organizational realignment includes $611 and $3,416 in professional fees related to legal entity and business structure changes, $5,832 and $4,493 in employee severance and other related costs, and $7,992 and $7,500 related to facility rationalization costs for the six months ended May 30, 2026 and May 31, 2025, respectively.

3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system.

4 Other for the three and six months ended May 30, 2026 includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business.

5 Discrete tax items for the three and six months ended May 30, 2026 are related to various U.S. and foreign tax matters. Discrete tax items for the three and six months ended May 31, 2025 are primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters.

6 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments.

7 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

8 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($237) and ($70) for the three months ended May 30, 2026 and May 31, 2025, respectively and ($579) and ($100) for the six months ended May 30, 2026 and May 31, 2025, respectively.

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

In thousands (unaudited)

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

2026

2025

2026

2025

Net Revenue:

Hygiene, Health and Consumable Adhesives

421,861

397,475

768,388

765,700

Engineering Adhesives

283,239

276,418

525,688

513,177

Building Adhesive Solutions

245,171

224,202

427,039

407,881

Corporate unallocated

Total H.B. Fuller

950,271

898,095

1,721,115

1,686,758

Segment Operating Income:

Hygiene, Health and Consumable Adhesives

56,370

43,401

85,361

73,349

Engineering Adhesives

46,856

46,977

77,999

75,028

Building Adhesive Solutions

25,013

22,114

30,201

28,691

Corporate unallocated

(10,950

)

(12,448

)

(24,675

)

(30,577

)

Total H.B. Fuller

117,289

100,044

168,886

146,491

Adjusted EBITDA7

Hygiene, Health and Consumable Adhesives

75,564

61,963

123,601

108,854

Engineering Adhesives

63,544

63,341

111,703

107,529

Building Adhesive Solutions

41,414

37,535

63,024

59,337

Corporate unallocated

523

2,821

1,421

4,296

Total H.B. Fuller

181,045

165,660

299,749

280,016

Adjusted EBITDA Margin7

Hygiene, Health and Consumable Adhesives

17.9

15.6

16.1

14.2

Engineering Adhesives

22.4

22.9

21.2

21.0

Building Adhesive Solutions

16.9

16.7

14.8

14.5

Corporate unallocated

NMP

Total H.B. Fuller

19.1

18.4

17.4

16.6

NMP = non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

2026

2025

2026

2025

Income before income taxes and income from equity method investments

92,121

73,174

119,670

91,886

Adjustments:

Acquisition project costs1

1,395

3,602

2,325

13,430

Organizational realignment2

4,413

6,635

14,435

15,409

Project One3

2,387

2,581

5,440

5,646

Other4

3,024

2,929

Adjusted income before income taxes and income from equity method investments9

103,340

86,036

144,799

126,415

9 Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

2026

2025

2026

2025

Income Taxes

(25,584

)

(32,726

)

(33,006

)

(38,671

)

Adjustments:

Acquisition project costs1

(230

)

(1,120

)

(466

)

(3,800

)

Organizational realignment2

(727

)

(2,063

)

(3,276

)

(4,455

)

Project One3

(393

)

(803

)

(1,170

)

(1,638

)

Other4

(497

)

(14

)

(473

)

(14

)

Discrete tax items5

356

13,961

454

14,952

Adjusted income taxes10

(27,075

)

(22,765

)

(37,937

)

(33,626

)

Adjusted income before income taxes and income from equity method investments

103,340

86,036

144,799

126,415

Adjusted effective income tax rate10

26.2

26.5

26.2

26.6

10 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

2026

2025

2026

2025

Net revenue

950,271

898,095

1,721,115

1,686,758

Gross profit

319,654

286,384

555,702

513,459

Gross profit margin

33.6

31.9

32.3

30.4

Adjustments:

Acquisition project costs1

675

Organizational realignment2

2,583

2,467

7,521

7,923

Project One3

(94

)

Other4

2,500

2,501

Adjusted gross profit11

324,737

288,825

565,724

522,058

Adjusted gross profit margin11

34.2

32.2

32.9

31.0

11 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin are defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

2026

2025

2026

2025

Selling, general and administrative expenses

(202,365

)

(186,340

)

(386,816

)

(366,968

)

Adjustments:

Acquisition project costs1

1,223

3,654

1,660

11,360

Organizational realignment2

1,734

3,633

5,623

4,929

Project One3

2,387

2,676

5,440

5,646

Other4

523

1,925

Adjusted selling, general and administrative expenses12

(196,498

)

(176,333

)

(372,168

)

(344,989

)

12 Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Hygiene, Health

Building

Three Months Ended:

and Consumable

Engineering

Adhesive

Segment

Corporate

H.B. Fuller

May 30, 2026

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

58,862

47,958

27,887

134,707

(66,902

)

67,805

Adjustments:

Acquisition project costs1

1,395

Organizational realignment2

4,413

Project One3

2,387

Other4

3,024

Discrete tax items5

356

Income tax effect on adjustments6

(1,848

)

(1,848

)

Adjusted net income attributable to H.B. Fuller7

58,862

47,958

27,887

134,707

(57,175

)

77,532

Add:

Interest expense

32,584

Interest income

(1,961

)

(1,961

)

Adjusted Income taxes

27,075

Depreciation and amortization expense8

16,702

15,586

13,527

45,815

Adjusted EBITDA7

75,564

63,544

41,414

180,522

523

181,045

Revenue

421,861

283,239

245,171

950,271

Adjusted EBITDA Margin7

17.9

22.4

16.9

19.0

NMP

19.1

Hygiene, Health

Building

Six Months Ended

and Consumable

Engineering

Adhesive

Segment

Corporate

H.B. Fuller

May 30, 2026

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

90,346

80,195

35,949

206,490

(117,640

)

88,850

Adjustments:

Acquisition project costs1

2,325

Organizational realignment2

14,435

Project One3

5,440

Other4

2,929

Discrete tax items5

454

Income tax effect on adjustments6

(5,386

)

(5,386

)

Adjusted net income attributable to H.B. Fuller7

90,346

80,195

35,949

206,490

(97,443

)

109,047

Add:

Interest expense

64,957

Interest income

(4,030

)

(4,030

)

Adjusted Income taxes

37,937

Depreciation and amortization expense8

33,255

31,508

27,075

91,838

Adjusted EBITDA7

123,601

111,703

63,024

298,328

1,421

299,749

Revenue

768,388

525,688

427,039

1,721,115

Adjusted EBITDA Margin7

16.1

21.2

14.8

17.3

NMP

17.4

Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Hygiene, Health

Building

Three Months Ended:

and Consumable

Engineering

Adhesive

Segment

Corporate

H.B. Fuller

May 31, 2025

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

45,610

47,948

24,668

118,226

(76,398

)

41,828

Adjustments:

Acquisition project costs1

3,602

Organizational realignment2

6,635

Project One3

2,581

Other4

Discrete tax items5

13,961

Income tax effect on adjustments6

(3,999

)

(3,999

)

Adjusted net income attributable to H.B. Fuller7

45,610

47,948

24,668

118,226

(53,574

)

64,652

Add:

Interest expense

34,484

Interest income

(854

)

(854

)

Adjusted Income taxes

22,765

Depreciation and amortization expense8

16,353

15,393

12,867

44,613

Adjusted EBITDA7

61,963

63,341

37,535

162,839

2,821

165,660

Revenue

397,475

276,418

224,202

898,095

Adjusted EBITDA Margin7

15.6

22.9

16.7

18.1

NMP

18.4

Hygiene, Health

Building

Six Months Ended

and Consumable

Engineering

Adhesive

Segment

Corporate

H.B. Fuller

May 31, 2025

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

77,771

76,970

33,799

188,540

(133,464

)

55,076

Adjustments:

Acquisition project costs1

13,430

Organizational realignment2

15,409

Project One3

5,646

Other4

Discrete tax items5

14,952

Income tax effect on adjustments6

(9,907

)

(9,907

)

Adjusted net income attributable to H.B. Fuller7

77,771

76,970

33,799

188,540

(93,890

)

94,650

Add:

Interest expense

66,514

Interest income

(1,954

)

(1,954

)

Adjusted Income taxes

33,626

Depreciation and amortization expense8

31,083

30,559

25,538

87,180

Adjusted EBITDA7

108,854

107,529

59,337

275,720

4,296

280,016

Revenue

765,700

513,177

407,881

1,686,758

Adjusted EBITDA Margin7

14.2

21.0

14.5

16.3

NMP

16.6

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

NET REVENUE GROWTH (DECLINE)

(unaudited)

Three Months Ended

Six Months Ended

May 30, 2026

Price

3.0

1.8

Volume

(0.4

(3.5

Organic Growth13

2.6

(1.7

M&A

0.1

0.4

Constant currency

2.7

(1.3

F/X

3.1

3.3

Total H.B. Fuller Net Revenue

5.8

2.0

Revenue growth versus 2025

Three Months Ended

May 30, 2026

Net Revenue

F/X

Constant Currency

M&A

Organic Growth13

Hygiene, Health and Consumable Adhesives

6.1

3.1

3.0

0.0

3.0

Engineering Adhesives

2.5

3.2

(0.7

0.3

(1.0

Building Adhesive Solutions

9.4

3.2

6.2

0.0

6.2

Corporate Unallocated

0.0

Total H.B. Fuller

5.8

3.1

2.7

0.1

2.6

Revenue growth versus 2025

Six Months Ended

May 30, 2026

Net Revenue

F/X

Constant Currency

M&A

Organic Growth13

Hygiene, Health and Consumable Adhesives

0.4

3.2

(2.8

0.4

(3.2

Engineering Adhesives

2.4

3.2

(0.8

0.6

(1.4

Building Adhesive Solutions

4.7

3.6

1.1

0.0

1.1

Corporate Unallocated

0.0

Total H.B. Fuller

2.0

3.3

(1.3

0.4

(1.7

13 We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Trailing 12 Months14 Ended

August 30, 2025

November 29, 2025

February 28, 2026

May 30,

2026

May 30,

2026

Net income attributable to H.B. Fuller

67,160

29,732

21,045

67,805

185,742

Adjustments:

Acquisition project costs1

518

1,465

931

1,395

4,309

Organizational realignment2

4,620

11,396

10,022

4,413

30,451

Project One3

2,499

2,091

3,053

2,387

10,030

Other15

1,711

37,400

(95

)

3,024

42,040

Discrete tax items16

(3,742

)

(3,743

)

356

(7,031

)

Income tax effect on adjustments6

(3,402

)

(7,745

)

(3,539

)

(1,848

)

(16,534

)

Adjusted net income attributable to H.B. Fuller7

69,364

70,596

31,515

77,532

249,007

Add:

Interest expense

33,369

32,547

32,373

32,584

130,873

Interest income

(1,110

)

(1,756

)

(2,069

)

(1,961

)

(6,896

)

Adjusted Income taxes

23,671

23,420

10,862

27,075

85,028

Depreciation and Amortization expense17

45,298

45,246

46,023

45,815

182,382

Adjusted EBITDA7

170,592

170,053

118,704

181,045

640,394

14 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

15 Other for the three months ended November 29, 2025 includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line. Other for the three months ended May 30, 2026 includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business.

16 Discrete tax items for the three months ended August 30, 2025 are related to various U.S. and foreign tax matters. Discrete tax items for the three months ended November 29, 2025 relate to various U.S. and foreign tax matters. Discrete tax items for the three months ended February 28, 2026 are related to various U.S. and foreign tax matters. Discrete tax items for the three months ended May 30, 2026 are related to various U.S. and foreign tax matters.

17 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($261) for the three months ended August 30, 2025, ($234) for the three months ended November 29, 2025, ($342) for the three months ended February 28, 2026 and ($237) for the three months ended May 30, 2026.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

May 30,

2026

November 29, 2025

May 31,

2025

Total debt

2,072,151

2,016,937

2,112,428

Less: Cash and cash equivalents

114,102

107,213

96,785

Net debt18

1,958,049

1,909,724

2,015,643

Trailing twelve months14 / Year ended Adjusted EBITDA

640,394

620,660

593,604

Net Debt-to-Adjusted EBITDA18

3.1

3.4

18 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

May 30,

2026

February 28, 2026

May 31,

2025

Accounts receivable, net

622,745

532,180

584,026

Inventories

526,737

506,776

495,588

Accounts payable

(526,321

)

(453,035

)

(481,957

)

Net working capital19

623,161

585,921

597,657

Net revenue three months ended

950,271

770,844

898,095

Annualized net revenue19

3,801,084

3,083,376

3,592,379

Net working capital as a percentage of annualized revenue19

16.4

19.0

16.6

19 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

CONSOLIDATED BALANCE SHEETS

H.B. Fuller Company and Subsidiaries

(In thousands, except share and per share amounts)

May 30,

November 29,

2026

2025

Assets

Current assets:

Cash and cash equivalents

114,102

107,213

Accounts receivable (net of allowances of $12,712 and $11,922, as of May 30, 2026 and November 29, 2025, respectively)

622,745

564,339

Inventories

526,737

471,963

Other current assets

135,836

119,750

Total current assets

1,399,420

1,263,265

Property, plant and equipment

2,034,140

1,956,209

Accumulated depreciation

(1,066,347

)

(1,020,948

)

Property, plant and equipment, net

967,793

935,261

Goodwill

1,693,481

1,680,059

Other intangibles, net

766,626

805,867

Other assets

501,473

498,254

Total assets

5,328,793

5,182,706

Liabilities, non-controlling interest and total equity

Current liabilities:

Accounts payable

526,321

470,132

Accrued compensation

95,728

114,302

Income taxes payable

19,909

25,018

Other accrued expenses

137,103

133,907

Total current liabilities

779,061

743,359

Long-term debt

2,072,151

2,016,937

Accrued pension liabilities

51,281

51,317

Other liabilities

343,836

367,899

Total liabilities

3,246,329

3,179,512

Commitments and contingencies

Equity

H.B. Fuller stockholders' equity:

Preferred stock (no shares outstanding) shares authorized – 10,045,900

Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares issued and outstanding – 53,785,879 and 54,174,963 as of May 30, 2026 and November 29, 2025, respectively

53,786

54,175

Additional paid-in capital

275,507

298,017

Retained earnings

2,088,749

2,026,071

Accumulated other comprehensive loss

(335,578

)

(375,045

)

Total H.B. Fuller stockholders' equity

2,082,464

2,003,218

Non-controlling interest

(24

)

Total equity

2,082,464

2,003,194

Total liabilities, non-controlling interest and total equity

5,328,793

5,182,706

CONSOLIDATED STATEMENTS of CASH FLOWS

H.B. Fuller Company and Subsidiaries

(In thousands)

Six Months Ended

May 30, 2026

May 31, 2025

Cash flows from operating activities:

Net income including non-controlling interest

88,850

55,109

Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:

Depreciation

48,772

44,837

Amortization

43,646

42,443

Deferred income taxes

(9,098

)

(14,068

)

Income from equity method investments, net of dividends received

(2,186

)

(1,894

)

Loss on the sale of business

1,515

Loss on impairment of intangible asset

478

Gain on sale or disposal of assets

(833

)

(101

)

Share-based compensation

12,580

12,003

Pension and other post-retirement plan benefit

(12,239

)

(11,039

)

Change in assets and liabilities, net of effects of acquisitions:

Accounts receivable, net

(53,893

)

(28,942

)

Inventories

(51,313

)

(40,182

)

Other assets

(9,291

)

2,364

Accounts payable

80,473

11,602

Accrued compensation

(19,643

)

(23,494

)

Other accrued expenses

13,522

1,097

Income taxes payable

(10,287

)

(10,587

)

Pension plan assets and liabilities

698

Other liabilities

(6,052

)

24,804

Foreign currency remeasurement

3,463

(8,252

)

Net cash provided by operating activities

117,169

57,769

Cash flows from investing activities:

Purchased property, plant and equipment

(104,380

)

(64,534

)

Proceeds from sale of property, plant and equipment

4,408

1,438

Payment of holdback on acquisitions

(11,627

)

Purchased businesses, net of cash acquired

(162,032

)

Purchase of cost method investment

(2,549

)

Proceeds from the sale of a business

75,727

Net cash used in investing activities

(111,599

)

(151,950

)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

627,000

784,900

Repayment of long-term debt

(571,683

)

(687,751

)

Payment of debt issuance costs

(1,047

)

Net payment of notes payable

(588

)

Dividends paid

(25,970

)

(24,864

)

Proceeds from stock options exercised

10,266

2,475

Repurchases of common stock

(48,771

)

(60,664

)

Net cash (used in) provided by financing activities

(9,158

)

12,461

Effect of exchange rate changes on cash and cash equivalents

10,477

9,153

Net change in cash and cash equivalents

6,889

(72,567

)

Cash and cash equivalents at beginning of period

107,213

169,352

Cash and cash equivalents at end of period

114,102

96,785

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Document And Entity Information

Jun. 24, 2026

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Document, Type

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Entity, Incorporation, State or Country Code

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Entity, Address, Address Line One

1200 Willow Lake Boulevard, P.O. Box 64683

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Entity, Address, State or Province

Entity, Address, Postal Zip Code

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City Area Code

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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