FULLER H B CO 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   Issuer Purchases of Equity Securities   Information on our purchases of equity securities during the first quarter ended March 4, 2023 is as follows:                       (d)                       Maximum                       Approximate Dollar       (a)             Value of Shares that       Total     (b)     may yet be       Number of     Average     Purchased Under the       Shares     Price Paid     Plan or Program   Period   Purchased 1     per Share     (millions)                             December 4, 2022 - January 6, 2023     -     $ -     $ 300,000                             January 7, 2023 - February 4, 2022     35,990     $ 69.57     $ 300,000                             February 5, 2023 - March 4, 2023     -     $ -     $ 300,000     1 The total number of shares purchased are shares withheld to satisfy the employees’ withholding taxes upon vesting of restricted stock.   Repurchases of common stock are made to support our stock-based employee compensation plans and for other corporate purposes. Upon vesting of restricted stock awarded to employees, shares are withheld to cover the employees’ minimum withholding taxes.   On April 7, 2022, the Board of Directors authorized a new 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. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. This authorization replaces the April 6, 2017 authorization to repurchase shares.   27 Table of Contents   Item 6. Exhibits     4.1 Form of Certificate for common stock, par value $1.00 per share   10.1 Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto (1)     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 March 4, 2023 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).   (1) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 21, 2023   28 Table of Contents   SIGNATURES     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 30, 2023   /s/ John J. Corkrean       John J. Corkrean       Executive Vice President,       Chief Financial Officer     29 Table of Contents   Exhibit Index   Exhibits     4.1 Form of Certificate for common stock, par value $1.00 per share   10.1 Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto (1)   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 March 4, 2023 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).   (1) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 21, 2023   30