FULLER H B CO 10-Q

Item 1. Financial Statements H.B. FULLER COMPANY AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Net revenue $ 892,043 $ 917,927 $ 2,578,801 $ 2,645,452 Cost of sales ( 606,929 ) ( 642,198 ) ( 1,780,228 ) ( 1,848,435 ) Gross profit 285,114 275,729 798,573 797,017 Selling, general and administrative expenses ( 174,974 ) ( 171,388 ) ( 541,942 ) ( 525,204 ) Other income, net 5,308 2,148 15,655 7,282 Interest expense ( 33,630 ) ( 35,288 ) ( 100,536 ) ( 99,504 ) Interest income 1,110 1,092 3,064 3,597 Income before income taxes and income from equity method investments 82,928 72,293 174,814 183,188 Income taxes ( 16,527 ) ( 18,264 ) ( 55,198 ) ( 48,496 ) Income from equity method investments 832 1,310 2,726 2,955 Net income including non-controlling interest 67,233 55,339 122,342 137,647 Net (income) loss attributable to non-controlling interest ( 73 ) 22 ( 106 ) ( 32 ) Net income attributable to H.B. Fuller $ 67,160 $ 55,361 $ 122,236 $ 137,615 Earnings per share attributable to H.B. Fuller common stockholders: Basic $ 1.23 $ 1.01 $ 2.24 $ 2.51 Diluted $ 1.22 $ 0.98 $ 2.21 $ 2.43 Weighted-average common shares outstanding: Basic 54,428 54,975 54,623 54,874 Diluted 55,162 56,650 55,381 56,620 See accompanying Notes to Unaudited Consolidated Financial Statements. 4 Table of Contents H.B. FULLER COMPANY AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (In thousands) (Unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Net income including non-controlling interest $ 67,233 $ 55,339 $ 122,342 $ 137,647 Other comprehensive income (loss) Foreign currency translation 36,962 33,355 139,626 ( 12,932 ) Defined benefit pension plans adjustment, net of tax 158 1,270 429 3,808 Interest rate swaps, net of tax ( 3,347 ) ( 25,744 ) ( 6,920 ) ( 18,013 ) Net investment hedges, net of tax ( 14,998 ) ( 8,231 ) ( 53,453 ) ( 4,318 ) Other comprehensive income (loss) 18,775 650 79,682 ( 31,455 ) Comprehensive income 86,008 55,989 202,024 106,192 Less: Comprehensive income attributable to non-controlling interest 42 9 140 22 Comprehensive income attributable to H.B. Fuller $ 85,966 $ 55,980 $ 201,884 $ 106,170 See accompanying Notes to Unaudited Consolidated Financial Statements. 5 Table of Contents H.B. FULLER COMPANY AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share and per share amounts) (Unaudited) August 30, November 30, 2025 2024 Assets Current assets: Cash and cash equivalents $ 122,458 $ 169,352 Trade receivables (net of allowances of $ 11,661 and $ 11,621 , as of August 30, 2025 and November 30, 2024, respectively) 563,579 558,336 Inventories 502,956 467,498 Other current assets 111,752 104,019 Total current assets 1,300,745 1,299,205 Property, plant and equipment 1,913,345 1,864,558 Accumulated depreciation ( 1,023,758 ) ( 982,631 ) Property, plant and equipment, net 889,587 881,927 Goodwill 1,681,887 1,532,221 Other intangibles, net 829,430 770,226 Other assets 464,453 449,665 Total assets $ 5,166,102 $ 4,933,244 Liabilities, non-controlling interest and total equity Current liabilities Notes payable $ - $ 587 Trade payables 459,409 491,435 Accrued compensation 90,283 106,005 Income taxes payable 18,774 24,225 Other accrued expenses 105,766 97,038 Total current liabilities 674,232 719,290 Long-term debt 2,080,470 2,010,052 Accrued pension liabilities 56,188 51,755 Other liabilities 396,240 322,299 Total liabilities $ 3,207,130 $ 3,103,396 Commitments and contingencies (Note 13) 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 outstanding – 54,043,300 and 54,657,103 as of August 30, 2025 and November 30, 2024, respectively $ 54,043 $ 54,657 Additional paid-in capital 288,195 322,636 Retained earnings 2,009,152 1,924,761 Accumulated other comprehensive loss ( 393,747 ) ( 473,395 ) Total H.B. Fuller stockholders' equity 1,957,643 1,828,659 Non-controlling interest 1,329 1,189 Total equity 1,958,972 1,829,848 Total liabilities, non-controlling interest and total equity $ 5,166,102 $ 4,933,244 See accompanying Notes to Unaudited Consolidated Financial Statements. 6 Table of Contents H.B. FULLER COMPANY AND SUBSIDIARIES Consolidated Statements of Total Equity (In thousands) (Unaudited) H.B. Fuller Company Shareholders 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 Comprehensive income - - 41,828 75,868 65 117,761 Dividends - - ( 12,767 ) - - ( 12,767 ) Stock option exercises 32 1,060 - - - 1,092 Share-based compensation plans and other, net 33 7,793 - - - 7,826 Repurchases of common stock ( 302 ) ( 15,986 ) - - - ( 16,288 ) Balance at May 31, 2025 $ 53,953 $ 278,513 $ 1,954,785 $ ( 412,553 ) $ 1,287 $ 1,875,985 Comprehensive income - - 67,160 18,806 42 86,008 Dividends - - ( 12,793 ) - - ( 12,793 ) Stock option exercises 87 2,957 - - - 3,044 Share-based compensation plans and other, net 4 6,787 - - - 6,791 Repurchases of common stock ( 1 ) ( 62 ) - - - ( 63 ) Balance at August 30, 2025 $ 54,043 $ 288,195 $ 2,009,152 $ ( 393,747 ) $ 1,329 $ 1,958,972 H.B. Fuller Company Shareholders Accumulated Additional Other Common Paid-in Retained Comprehensive Non-Controlling Stock Capital Earnings Income (Loss) Interest Total Balance at December 2, 2023 $ 54,093 $ 301,485 $ 1,842,507 $ ( 442,880 ) $ 708 $ 1,755,913 Comprehensive income (loss) - - 30,991 ( 15,909 ) 12 15,094 Dividends - - ( 11,246 ) - - ( 11,246 ) Stock option exercises 200 8,777 - - - 8,977 Share-based compensation plans and other, net 225 5,490 - - - 5,715 Repurchases of common stock ( 80 ) ( 6,128 ) - - - ( 6,208 ) Balance at March 2, 2024 $ 54,438 $ 309,624 $ 1,862,252 $ ( 458,789 ) $ 720 $ 1,768,245 Comprehensive income (loss) - - 51,264 ( 16,156 ) 1 35,109 Dividends - - ( 12,144 ) - - ( 12,144 ) Stock option exercises 189 9,123 - - - 9,312 Share-based compensation plans and other, net 81 7,111 - - - 7,192 Repurchases of common stock ( 200 ) ( 15,400 ) - - - ( 15,600 ) Balance at June 1, 2024 $ 54,508 $ 310,458 $ 1,901,372 $ ( 474,945 ) $ 721 $ 1,792,114 Comprehensive income - - 55,361 619 9 55,989 Dividends - - ( 12,353 ) - - ( 12,353 ) Stock option exercises 328 15,553 - - - 15,881 Share-based compensation plans and other, net 2 7,650 - - - 7,652 Repurchases of common stock ( 225 ) ( 17,337 ) - - - ( 17,562 ) Balance at August 31, 2024 $ 54,613 $ 316,324 $ 1,944,380 $ ( 474,326 ) $ 730 $ 1,841,721 See accompanying Notes to Unaudited Consolidated Financial Statements. 7 Table of Contents H.B. FULLER COMPANY AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended August 30, 2025 August 31, 2024 Cash flows from operating activities: Net income including non-controlling interest $ 122,342 $ 137,647 Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: Depreciation 68,314 66,990 Amortization 64,525 61,723 Deferred income taxes ( 39,227 ) ( 45,998 ) Income from equity method investments, net of dividends received 1,045 622 Gain on insurance claims - ( 7,264 ) Loss on equity investment - 1,966 Loss on the sale of a business 1,515 - Loss on impairment of intangible asset 478 - Gain on sale or disposal of assets ( 178 ) ( 501 ) Share-based compensation 18,170 17,662 Pension and other post-retirement benefit plan activity ( 7,047 ) ( 6,671 ) Change in assets and liabilities, net of effects of acquisitions: Trade receivables, net ( 3,336 ) 26,373 Inventories ( 42,095 ) ( 62,206 ) Other assets ( 7,530 ) ( 39,025 ) Trade payables ( 25,764 ) 49,705 Accrued compensation ( 19,230 ) ( 11,566 ) Other accrued expenses 6,856 ( 5,244 ) Income taxes payable ( 12,993 ) ( 17,873 ) Other liabilities 28,622 856 Foreign currency remeasurement 2,289 49,591 Net cash provided by operating activities 156,756 216,787 Cash flows from investing activities: Purchased property, plant and equipment ( 94,593 ) ( 112,799 ) Purchased businesses, net of cash acquired ( 162,095 ) ( 274,067 ) Purchase of cost method investment ( 2,549 ) - Proceeds from sale of property, plant and equipment 843 1,048 Proceeds from the sale of a business 75,727 - Net cash used in investing activities ( 182,667 ) ( 385,818 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,114,300 1,732,900 Repayment of long-term debt ( 1,053,593 ) ( 1,556,135 ) Payment of debt issuance costs ( 1,047 ) ( 3,493 ) Net payment of notes payable ( 585 ) ( 1,014 ) Dividends paid ( 37,559 ) ( 35,440 ) Proceeds from stock options exercised 5,519 34,161 Repurchases of common stock ( 60,728 ) ( 39,371 ) Net cash (used in) provided by financing activities ( 33,693 ) 131,608 Effect of exchange rate changes on cash and cash equivalents 12,710 ( 10,618 ) Net change in cash and cash equivalents ( 46,894 ) ( 48,041 ) Cash and cash equivalents at beginning of period 169,352 179,453 Cash and cash equivalents at end of period $ 122,458 $ 131,412 See accompanying Notes to Unaudited Consolidated Financial Statements. 8 Table of Contents 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 30, 2024 as filed with the Securities and Exchange Commission. New Accounting Pronouncements In November 20 24, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation o f 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 evaluating the effect this guidance will have on our Consolidated Finance Statements. 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 evaluating the effect this guidance will have on our Consolidated Financial Statements. In November 2023, the FASB issued ASU No. 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures regarding significant segment expenses and other segment items. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Our effective date of this ASU is our fiscal year ending November 29, 2025. We are evaluating the effect this guidance will have on our Consolidated Financial Statements. 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 August 30, 2025 , and November 30, 2024, were approxi mately $ 8,122 and $ 5,233 , 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. 9 Table of Contents Note 2: Acquisitions and Divestiture 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 dollar, 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 preliminary as of August 30, 2025 and includes goodwill of $ 2,422 , other intangible assets of $ 2,400 and other net assets of $ 3,488 . Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill is 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. Included in the purchase price is a holdback to be paid in three annual tranches beginning one year after the date of acquisition. The fair value of the holdback was 28,170 Euros or approximately $28,922 at the date of acquisition. See Note 12 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 preliminary as of August 30, 2025 and includes goodwill of $ 90,198 , other intangible assets of $ 104,723 and other net liabilities of $ 2,069 . G oodwill 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. HS Butyl Limited On August 5, 2024, we acquired HS Butyl Limited (“HS Butyl”) for a purchase price of 18,342 British pounds, or approximat ely $ 23,428 which was funded through existing cash. This includes a holdback amount of 2,700 British pound sterling that will be paid on the 18 -month anniversary of the closing date. HS Butyl, headquartered in Lymington, England, is the United Kingdom's largest manufacturer and distributor of high-quality butyl tapes, which provide strong, permanent, watertight seals for a wide variety of applications within the construction, infrastructure, automotive and renewable energy industries. The acquisition of HS Butyl establishes our presence in the European waterproofing tape market, expanding our position as a solution provider to existing customers. It also expands our relevance to more markets and creates opportunities to deliver new, in-demand solutions for our customers, given the technology's relevance to multiple high-value applications. The acquisition fair value measurement was final as of August 30, 2025 and includes other intangible assets of $ 6,974 , goodwill of $ 3,805 and other net assets of $ 12,649 . G oodwill represents expected synergies from combining HS Butyl with our existing business. Goodwill is not deductible for tax purposes. HS Butyl is included in our Building Adhesive Solutions operating segment. 10 Table of Contents ND Industries, Inc. On May 20, 2024, we acquired the assets of ND Industries, Inc. (“ND Industries”) for a base purchase price of $ 254,037 which was funded through borrowings on our credit facility and existing cash. ND Industries, headquartered in Clawson, Michigan, is a leading provider of specialty adhesives and fastener locking and sealing solutions serving customers in the automotive, electronics, aerospace and other industries. The acquisition of ND Industries is expected to accelerate the realization of our top growth priorities, 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 March 1, 2025 . ND Industries is included in our Engineering Adhesives operating segment. The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: Amounts Current assets $ 17,085 Property, plant and equipment 26,044 Goodwill 81,268 Other intangibles Customer relationships 110,100 Trademarks/trade names 8,700 Technology 13,600 Other assets 13 Current liabilities ( 2,773 ) Total $ 254,037 The expected useful lives of the acquired intangible assets are 15 years for technology, 13 years for customer relationships and ten years for trademarks and tradenames. Based on the fair value measurement of the assets acquired and liabilities assumed, we a llocated $ 81,268 to goo dwill for the expected synergies from combining ND Industries with our existing business. Such goodwill is deductible for tax purposes. The goodwill was assigned to our Engineering Adhesives operating segment. 11 Table of Contents All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided. Divestiture North America Flooring On December 2, 2024, we completed the sale of certain assets in our North American Flooring business, which was included in our Construction Adhesives segment for $ 75,727 . The net book value of the assets sold was $ 77,242 , which resulted in a $ 1,515 loss. The loss on sale is recorded in other income net, in the Consolidated Statements of Income for the nine months ended August 30, 2025 . 12 Table of Contents Note 3: Restructuring Actions 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 are currently expected to be completed during fiscal year 2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approx imately $ 70,000 to $ 75,000 for severa nce and related employee costs globally, 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 Nine Months Ended August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024 Cost of sales $ 2,393 $ 2,119 $ 5,328 $ 6,313 Selling, general and administrative 634 2,632 3,386 5,076 $ 3,027 $ 4,751 $ 8,714 $ 11,389 The restructuring charges are all 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 December 2, 2023 $ 11,723 $ - $ - $ 11,723 Expenses incurred 13,477 4,673 3,936 22,086 Non-cash charges - ( 4,673 ) ( 3,925 ) ( 8,598 ) Cash payments ( 16,427 ) - ( 11 ) ( 16,438 ) Foreign currency translation ( 343 ) - - ( 343 ) Balance at November 30, 2024 $ 8,430 $ - $ - $ 8,430 Expenses incurred 4,192 1,574 2,948 8,714 Non-cash charges - ( 1,574 ) ( 426 ) ( 2,000 ) Cash payments ( 10,462 ) - ( 2,522 ) ( 12,984 ) Foreign currency translation 339 - - 339 Balance at August 30, 2025 $ 2,499 $ - $ - $ 2,499 Non-cash charges primarily include accelerated depreciation and impairment resulting from the cessation of use of certain long-lived assets and the recording of an inventory provision related to the discontinuance of certain products. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets. 13 Table of Contents Note 4: Inventories The composition of inventories is as follows: August 30, November 30, 2025 2024 Raw materials $ 220,399 $ 215,936 Finished goods 282,557 251,562 Total inventories $ 502,956 $ 467,498 Note 5: Goodwill and Other Intangible Assets The goodwill activity by reportable segment for the nine months ended August 30, 2025 is presented below: Hygiene, Health Building and Consumable Engineering Adhesive Adhesives Adhesives Solutions Total Balance at November 30, 2024 $ 399,513 $ 581,344 $ 551,364 $ 1,532,221 Acquisitions 90,198 2,572 ( 851 ) 91,919 Foreign currency translation effect 30,716 24,427 2,604 57,747 Balance at August 30, 2025 $ 520,427 $ 608,343 $ 553,117 $ 1,681,887 As discussed in Note 14, as of the beginning of fiscal year 2025, we realigned our operating segment structure with the renamed Building Adhesive Solutions segment, which includes all of the former Construction Adhesives goodwill. A portion of the Engineering Adhesives goodwill was reclassified to the Building Adhesive Solutions segment based on the relative fair value approach. Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows: August 30, 2025 Purchased Technology Customer Amortizable Intangible Assets and Patents Relationships Trade Names Other Total Original cost $ 225,700 $ 1,000,997 $ 82,194 $ 7,930 $ 1,316,821 Accumulated amortization ( 48,520 ) ( 400,390 ) ( 33,171 ) ( 5,310 ) ( 487,391 ) Net identifiable intangibles $ 177,180 $ 600,607 $ 49,023 $ 2,620 $ 829,430 November 30, 2024 Purchased Technology Customer Amortizable Intangible Assets and Patents Relationships Trade Names Other Total Original cost $ 145,313 $ 1,063,210 $ 67,280 $ 10,031 $ 1,285,834 Impairment ( 343 ) ( 5,616 ) ( 150 ) - ( 6,109 ) Accumulated amortization ( 55,398 ) ( 418,805 ) ( 28,745 ) ( 7,012 ) ( 509,960 ) Net identifiable intangibles $ 89,572 $ 638,789 $ 38,385 $ 3,019 $ 769,765 Amortization expense with respect to amortizable intangible assets was $ 22,082 and $ 22,149 for the three months ended August 30, 2025 and August 31, 2024 , respectively, and was $ 64,525 and $ 61,723 for the nine months ended August 30, 2025 and August 31, 2024 , 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 2025 2026 2027 2028 2029 Thereafter Amortization expense $ 23,632 $ 105,293 $ 103,909 $ 105,102 $ 99,473 $ 392,021 14 Table of Contents 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. Non-amortizable intangible assets as of August 30, 2025 and November 30, 2024 were $ 0 and $ 461 , respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of August 30, 2025 compared to November 30, 2024 was due to impairment. Note 6: Long-Term Debt On March 6, 2025, we entered into a Refinancing Amendment (the “Refinancing Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended. Pursuant to the Refinancing Amendment under the Credit Agreement, the outstanding $ 986,545 principal amount of Term B loans (the “Amended TLB”) were refinanced. Furthermore, the interest rate margins applicable to the Amended TLB were decreased by 25 basis points ( 0.25 percent per annum) to 175 basis points for SOFR loans and 75 basis points for prime rate loans. Interest on Term Loan B borrowings is payable at SOFR plus an interest rate spread of 175 basis points with a SOFR floor of 50 basis points ( 6.07 percent at August 30, 2025 ). The maturity date of February 15, 2030 remains unchanged. The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged. Note 7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans Three Months Ended August 30, 2025 and August 31, 2024 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic (benefit) cost: 2025 2024 2025 2024 2025 2024 Service cost $ - $ - $ 408 $ 350 $ - $ - Interest cost 3,242 3,464 860 1,575 249 291 Expected return on assets ( 5,717 ) ( 6,555 ) ( 1,094 ) ( 1,643 ) ( 3,484 ) ( 2,727 ) Amortization: Prior service cost - - 14 16 - - Actuarial loss (gain) 1,953 1,159 119 516 ( 2,277 ) - Net periodic (benefit) cost $ ( 522 ) $ ( 1,932 ) $ 307 $ 814 $ ( 5,512 ) $ ( 2,436 ) Nine Months Ended August 30, 2025 and August 31, 2024 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic (benefit) cost: 2025 2024 2025 2024 2025 2024 Service cost $ - $ - $ 1,161 $ 1,046 $ - $ - Interest cost 9,726 10,391 3,797 4,705 747 875 Expected return on assets ( 17,151 ) ( 19,666 ) ( 4,403 ) ( 4,908 ) ( 10,452 ) ( 8,182 ) Amortization: Prior service cost - - 70 48 - - Actuarial loss (gain) 5,859 3,478 1,084 1,540 ( 6,831 ) - Net periodic (benefit) cost $ ( 1,566 ) $ ( 5,797 ) $ 1,709 $ 2,431 $ ( 16,536 ) $ ( 7,307 ) 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. 15 Table of Contents Note 8: Accumulated Other Comprehensive Income (Loss) The following table provides details of total comprehensive income (loss): Three Months Ended August 30, 2025 Three Months Ended August 31, 2024 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 $ 67,160 $ 73 $ 55,361 $ ( 22 ) Foreign currency translation¹ $ 36,993 $ - 36,993 ( 31 ) $ 33,324 $ - 33,324 31 Defined benefit pension plans adjustment² 218 ( 60 ) 158 - 1,689 ( 419 ) 1,270 - Interest rate swaps³ ( 4,424 ) 1,077 ( 3,347 ) - ( 34,068 ) 8,324 ( 25,744 ) - Net investment hedges³ ( 19,822 ) 4,824 ( 14,998 ) - ( 10,892 ) 2,661 ( 8,231 ) - Other comprehensive income (loss) $ 12,965 $ 5,841 $ 18,806 $ ( 31 ) $ ( 9,947 ) $ 10,566 $ 619 $ 31 Comprehensive income $ 85,966 $ 42 $ 55,980 $ 9 Nine Months Ended August 30, 2025 Nine Months Ended August 31, 2024 Non- Non- controlling controlling H.B. Fuller Stockholders Interest H.B. Fuller Stockholders Interest Pretax Tax Net Net Pretax Tax Net Net Net income attributable to H.B. Fuller and non-controlling interest $ 122,236 $ 106 $ 137,615 $ 32 Foreign currency translation¹ $ 139,592 $ - 139,592 34 $ ( 12,922 ) $ - ( 12,922 ) ( 10 ) Defined benefit pension plans adjustment² 591 ( 162 ) 429 - 5,065 ( 1,257 ) 3,808 - Interest rate swap³ ( 9,146 ) 2,226 ( 6,920 ) - ( 23,851 ) 5,838 ( 18,013 ) - Net investment hedges³ ( 70,646 ) 17,193 ( 53,453 ) - ( 5,704 ) 1,386 ( 4,318 ) - Other comprehensive income (loss) $ 60,391 $ 19,257 $ 79,648 $ 34 $ ( 37,412 ) $ 5,967 $ ( 31,445 ) $ ( 10 ) Comprehensive income $ 201,884 $ 140 $ 106,170 $ 22 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 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: August 30, 2025 Non- H.B. Fuller controlling Total Stockholders Interest Foreign currency translation adjustment $ ( 182,626 ) $ ( 182,206 ) $ ( 420 ) Defined benefit pension plans adjustment, net of taxes of $ 54,382 ( 88,602 ) ( 88,602 ) - Interest rate swap, net of taxes of $ 4,395 ( 13,664 ) ( 13,664 ) - Net investment hedges, net of taxes of $ 29,249 ( 90,934 ) ( 90,934 ) - Reclassification of AOCI tax effects ( 18,341 ) ( 18,341 ) - Accumulated other comprehensive loss $ ( 394,167 ) $ ( 393,747 ) $ ( 420 ) November 30, 2024 Non- H.B. Fuller controlling Total Stockholders Interest Foreign currency translation adjustment $ ( 322,184 ) $ ( 321,798 ) $ ( 386 ) Defined benefit pension plans adjustment, net of taxes of $ 54,545 ( 89,031 ) ( 89,031 ) - Interest rate swap, net of taxes of $ 2,169 ( 6,744 ) ( 6,744 ) - Net investment hedges, net of taxes of $ 12,056 ( 37,481 ) ( 37,481 ) - Reclassification of AOCI tax effects ( 18,341 ) ( 18,341 ) - Accumulated other comprehensive loss $ ( 473,781 ) $ ( 473,395 ) $ ( 386 ) 16 Table of Contents Note 9: Income Taxes Income tax expense for the three and nine months ended August 30, 2025 includes $ 3,742 of discrete tax benefit and $ 11,210 of discrete tax expense, respectively. The discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. The discrete tax expense for the nine months ended August 30, 2025 relates to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters. Excluding the discrete tax benefit and expense, the overall effective tax rate was 24.4 percent and 25.2 percent for the three and nine months ended August 30, 2025 , respectively. Income tax expense for the three and nine months ended August 31, 2024 includes $ 2,937 and $ 4,147 of discrete tax benefit, respectively, relating to an excess tax benefit on U.S. stock compensation, as well as other various U.S. and foreign tax matters. Excluding the discrete tax benefit, the overall effective tax rate was 29.3 percent and 28.7 percent for the three and nine months ended August 31, 2024 , respectively. As of August 30, 2025 , we had a liability of $ 18,012 recorded for gross unrecognized tax benefits (excluding interest) compared to $ 15,590 as of November 30, 2024 . As of August 30, 2025 and November 30, 2024 , we had accrued $ 3,495 and $ 4,558 of gross interest relating to unrecognized tax benefits, respectively. Note 10: 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 Nine Months Ended August 30, August 31, August 30, August 31, (Shares in thousands) 2025 2024 2025 2024 Weighted-average common shares - basic 54,428 54,975 54,623 54,874 Equivalent shares from share-based compensations plans 734 1,675 758 1,746 Weighted-average common and common equivalent shares diluted 55,162 56,650 55,381 56,620 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 1,935,970 and 517,442 shares for the three months ended August 30, 2025 and August 31, 2024 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,132,875 and 957,127 shares for the nine months ended August 30, 2025 and August 31, 2024 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive. 17 Table of Contents Note 11: 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 t he 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 $ 3,756 at August 30, 2025 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 $ 3,067 at August 30, 2025 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 deriv ative 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 $ 1,407 a t August 30, 2025 and was included i n 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 losses recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows: Three Months Ended Nine Months Ended August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024 Interest rate swap contracts ( 4,424 ) ( 34,068 ) ( 9,146 ) ( 23,851 ) 18 Table of Contents 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 wa s a liability of $ 22,571 a t August 30, 2025 , and was included in ot her liabilities i n 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 €307,173 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 €300,000 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 €50,000 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 agreemen t. 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 August 30, 2025 , the combined fair value of the swaps w as a liability of $ 120,188 and was included in other liabilities in the Consol idated 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 sw aps was a loss of $ 90,934 as of August 30, 2025 . The amounts of pretax loss recognized in comprehensive income related to the net investment he dge was $ 19,822 f or the three months ended August 30, 2025 . As of August 30, 2025 , we reclassified $ 174 of losses into earnings from net investment hedges and we expect to reclassify $ 353 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 12 for the fair value amounts of these derivative instruments. As of August 30, 2025 , we had forward foreign currency contracts maturing between September 2, 2025 a nd February 4, 2026. The ma rk-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 pre tax gains recognized in other income, net related to derivative instruments not designated as hedging instruments for the nine months ended August 30, 2025 and August 31, 2024 wer e $ 2,989 a nd 1,524 , 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 August 30, 2025 , there were no significant concentrations of credit risk. 19 Table of Contents Note 12: 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 August 30, 2025 and November 30, 2024 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. August 30, Fair Value Measurements Using: Description 2025 Level 1 Level 2 Level 3 Assets: Marketable securities $ 4,199 $ 4,199 $ - $ - Foreign exchange contract assets 3,810 - 3,810 - Liabilities: Foreign exchange contract liabilities $ 821 $ - $ 821 $ - Interest rate swaps, cash flow hedge liabilities 8,230 8,230 - Interest rate swaps, fair value hedge liabilities 22,571 - 22,571 - Net investment hedge liabilities 120,188 - 120,188 - Holdback liability 33,570 - - 33,570 November 30, Fair Value Measurements Using: Description 2024 Level 1 Level 2 Level 3 Assets: Marketable securities $ 8,584 $ 8,584 $ - $ - Foreign exchange contract assets 2,147 - 2,147 - Interest rate swaps, cash flow hedge assets 1,781 - 1,781 - Liabilities: Foreign exchange contract liabilities $ 7,074 $ - $ 7,074 $ - Interest rate swaps, cash flow hedge liabilities 265 - 265 - Interest rate swaps, fair value hedge liabilities 32,775 - 32,775 - Net investment hedge liabilities 51,871 - 51,871 - 20 Table of Contents The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $ 33,570 as of August 30, 2025 . 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 30, 2024 $ - Initial valuation of holdback liability 28,922 Interest 641 Foreign currency translation adjustment 4,007 Balance at August 30, 2025 $ 33,570 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 $ 2,082,934 and $ 2,015,468 as of August 30, 2025 and November 30, 2024 , 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 13: 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 $ 2,818 and $ 3,445 as of August 30, 2025 and November 30, 2024 , respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $ 508 and $ 1,055 as of August 30, 2025 and November 30, 2024 , respectively, is attributable to a facility we own in Simpsonville, South Carolina that is a designated site under CERCLA. 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. 21 Table of Contents 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: Nine Months Ended 3 Years Ended August 30, 2025 August 31, 2024 November 30, 2024 Lawsuits and claims settled 7 9 25 Settlement amounts $ 369 $ 1,208 $ 5,704 Insurance payments received or expected to be received $ 252 $ 844 $ 3,418 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 or its affiliates. The named plaintiffs seek to represent a class but have not yet moved for class certification. The court has ordered the parties and their insurers to attend a meditation session on or around October 21 and 22, 2025. The Company intends to vigorously defend itself against the claims outlined in this lawsuit. As of August 30, 2025 , we are unable to estimate any possible loss or range of possible losses and have not recorded a loss contingency for this matter. Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow. 22 Table of Contents Note 14: 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 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 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 third quarter of 2025 , there were no shares repurchased under this program. During the nine months ended August 30, 2025 , we repurchased shares under this program with an aggregate value of $ 56,930 . Of this amount, $ 978 reduced common stock and $ 55,953 reduced additional paid-in capital. During the third quarter of 2024 , we repurchased shares under this program with an aggregate value of $ 17,549 . Of this amount, $ 225 reduced common stock and $ 17,324 reduced additional paid-in capital. During the nine months ended August 31, 2024 , we repurchased shares under this program with an aggregate value of $ 31,811 . Of this amount, $ 407 reduced common stock and $ 31,404 reduced additional paid-in capital. Note 15: Segments 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 operating income of each of our segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Segment operating income is identified as gross profit less SG&A expenses. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, 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. Corporate assets are not allocated to the operating segments. Inter-segment revenues are recorded at cost plus a markup for administrative costs. As of November 30, 2024, our three operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. As of the beginning of fiscal 2025, we reorganized our operating segments by selling our North American Flooring business (“NA Flooring”), previously part of the Construction Adhesives operating segment, and combining our Insulated Glass, Woodworking and Composite businesses, previously part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and Building Envelope and Infrastructure businesses to form the newly named Building Adhesive Solutions operating segment. All financial results related to NA Flooring have been moved to our Corporate Unallocated segment. Prior period segment information has been recast retrospectively to reflect the realignment. Operating results of each of these segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. The table below provides certain information regarding net revenue and operating income (loss) for each of our operating segments. Three Months Ended August 30, 2025 August 31, 2024 Net Operating Net Operating Revenue Income (Loss) Revenue Income (Loss) Hygiene, Health and Consumable Adhesives $ 386,068 $ 46,491 $ 389,980 $ 48,677 Engineering Adhesives 272,297 46,852 260,038 40,087 Building Adhesive Solutions 233,678 25,859 228,408 25,976 Total segment $ 892,043 $ 119,202 $ 878,426 $ 114,740 Corporate Unallocated - ( 9,062 ) 39,501 ( 10,399 ) Total $ 892,043 $ 110,140 $ 917,927 $ 104,341 Nine Months Ended August 30, 2025 August 31, 2024 Net Operating Net Operating Revenue Income (Loss) Revenue Income (Loss) Hygiene, Health and Consumable Adhesives $ 1,151,768 $ 119,840 $ 1,151,371 $ 145,910 Engineering Adhesives 785,474 121,880 743,726 104,894 Building Adhesive Solutions 641,559 54,550 630,558 55,102 Total segment $ 2,578,801 $ 296,270 $ 2,525,655 $ 305,906 Corporate Unallocated - ( 39,639 ) 119,797 ( 34,093 ) Total $ 2,578,801 $ 256,631 $ 2,645,452 $ 271,813 The table below provides a reconciliation of operating income to income before income taxes and income from equity method investments: Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Operating income $ 110,140 $ 104,341 $ 256,631 $ 271,813 Other income, net 5,308 2,148 15,655 7,282 Interest expense ( 33,630 ) ( 35,288 ) ( 100,536 ) ( 99,504 ) Interest income 1,110 1,092 3,064 3,597 Income before income taxes and income from equity method investments $ 82,928 $ 72,293 $ 174,814 $ 183,188 The table below provides total assets as of November 30, 2024, restated for our new operating segments: November 30, 2024 Hygiene, Health and Consumable Adhesives $ 1,610,902 Engineering Adhesives 1,533,675 Building Adhesive Solutions 1,239,527 Corporate 549,140 Total $ 4,933,244 23 Table of Contents 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 August 30, 2025 Hygiene, Health Building and Consumable Engineering Adhesive Corporate Adhesives Adhesives Solutions Unallocated Total Americas $ 215,634 $ 117,894 $ 130,236 $ - $ 463,764 EIMEA 122,251 59,778 87,934 - 269,963 Asia Pacific 48,183 94,625 15,508 - 158,316 Total $ 386,068 $ 272,297 $ 233,678 $ - $ 892,043 Three Months Ended August 31, 2024 Hygiene, Health Building and Consumable Engineering Adhesive Corporate Adhesives Adhesives Solutions Unallocated Total Americas $ 223,016 $ 110,163 $ 128,834 $ 39,501 $ 501,514 EIMEA 115,740 57,142 82,759 - 255,641 Asia Pacific 51,224 92,733 16,815 - 160,772 Total $ 389,980 $ 260,038 $ 228,408 $ 39,501 $ 917,927 Nine Months Ended August 30, 2025 Hygiene, Health Building and Consumable Engineering Adhesive Corporate Adhesives Adhesives Solutions Unallocated Total Americas $ 651,007 $ 334,265 $ 352,396 $ - $ 1,337,668 EIMEA 351,256 171,594 245,170 - 768,020 Asia Pacific 149,505 279,615 43,993 - 473,113 Total $ 1,151,768 $ 785,474 $ 641,559 $ - $ 2,578,801 Nine Months Ended August 31, 2024 Hygiene, Health Building and Consumable Engineering Adhesive Corporate Adhesives Adhesives Solutions Unallocated Total Americas $ 668,073 $ 304,809 $ 338,048 $ 119,797 $ 1,430,727 EIMEA 331,307 172,029 245,696 - 749,032 Asia Pacific 151,991 266,888 46,814 - 465,693 Total $ 1,151,371 $ 743,726 $ 630,558 $ 119,797 $ 2,645,452 24 Table of Contents