What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-01-22 compared with 2025-01-23 · 368 added, 341 removed, 1792 unchanged (28% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of H.B.

Fuller Company and subsidiaries (the Company) as of November 30, 2024 and December 2, 2023, the related consolidated statements of income, comprehensive income (loss), total equity and cash flows for each of the three years in the period ended November 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 30, 2024 and December 2, 2023, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2024, in conformity with U.S.

Fuller Company and subsidiaries (the Company) as of November 29, 2025 and November 30, 2024, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended November 29, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 29, 2025 and November 30, 2024, and the results of its operations and its cash flows for each of the three years in the period ended November 29, 2025, in conformity with U.S.

generally accepted accounting principles.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Valuation of Goodwill for the Construction Adhesives reporting unit

Valuation of Goodwill for the Building Adhesive Solutions reporting unit

Description of the Matter

At November 30, 2024, the Company had goodwill of approximately $406 million related to the Construction Adhesive reporting unit.

At November 29, 2025, the Company had goodwill of approximately $552 million related to the Building Adhesive Solutions reporting unit.

As discussed in the notes to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis as of the beginning of the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Auditing management’s goodwill impairment test for the Construction Adhesives reporting unit was complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit.

In particular, the Company estimates fair value using the income approach which is sensitive to certain assumptions, such as forecasted revenue and related revenue growth rate, the earnings before interest, taxes, depreciation and amortization (EBITDA) margins rate, and the weighted average cost of capital which are affected by management’s business plans and expectations about future market or economic conditions.

Auditing management’s annual goodwill impairment test for the Building Adhesive Solutions reporting unit was complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit.

In particular, the Company estimates fair value using the income approach which is sensitive to certain assumptions, such as the earnings before interest, taxes, depreciation and amortization (EBITDA) margins rate, and the weighted average cost of capital which are affected by management’s business plans and expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Construction Adhesive reporting unit, we performed audit procedures that included, among others, assessing the valuation methodology used by management and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis.

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's annual goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Building Adhesive Solutions reporting unit, we performed audit procedures that included, among others, assessing the valuation methodology used by management and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis.

For example, we compared the significant assumptions used by management in the prospective financial information to current industry trends as well as other relevant factors.

We assessed the reasonableness of the forecasted future revenue growth rate and EBITDA margins rates by comparing the forecasts to historical results and previous assumptions.

We assessed the reasonableness of the forecasted future EBITDA margins rate by comparing the forecasts to historical results and previous assumptions.

We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We involved our valuation specialists to assist in our evaluation of the valuation models, methodologies and significant assumptions used by the Company, specifically the weighted average cost of capital.

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Fuller Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 29, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 30, 2024 and December 2, 2023, the related consolidated statements of income, comprehensive income (loss), total equity and cash flows for each of the three years in the period ended November 30, 2024, and the related notes, and our report dated January 23, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 29, 2025 and November 30, 2024, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended November 29, 2025, and the related notes and our report dated January 22, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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(In thousands, except per share amounts)

$ 3,473,589 $ 3,568,736 $ 3,510,934

Cost of sales

( 2,392,934 ) ( 2,506,859 ) ( 2,502,037 )

1,080,655 1,061,877 1,008,897

Selling, general and administrative expenses

( 725,585 ) ( 713,657 ) ( 653,760 )

Other (expense) income, net

( 11,126 ) ( 37,115 ) 9,682

Interest expense

( 133,346 ) ( 133,124 ) ( 134,602 )

Interest income

4,820 4,682 3,943

Income before income taxes and income from equity method investments

215,418 182,663 234,160

Income tax expense

( 67,129 ) ( 56,381 ) ( 93,529 )

Income from equity method investments

3,784 4,113 4,357

Net income including non-controlling interest

Net income attributable to non-controlling interest

152,073 130,395 144,988

Net expense attributable to non-controlling interest

( 106 ) ( 139 ) ( 82 )

Net income attributable to H.B.

$ 151,967 $ 130,256 $ 144,906

Earnings per share attributable to H.B.

Fuller common stockholders:

$ 2.78 $ 2.37 $ 2.67

$ 2.75 $ 2.30 $ 2.59

Weighted-average common shares outstanding:

54,602 54,932 54,332

55,355 56,629 55,958

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fuller Company and Subsidiaries

1 unchanged sentence

Net income including non-controlling interest

Other comprehensive (loss) income

$ 152,073 $ 130,395 $ 144,988

Other comprehensive income (loss)

Foreign currency translation

130,415 ( 74,764 ) 17,322

Defined benefit pension plans adjustment, net of tax

21,867 38,438 792

Interest rate swaps, net of tax

Cash-flow hedges, net of tax

( 7,122 ) ( 11,216 ) 4,472

Net investment hedges, net of tax

Other comprehensive (loss) income

Comprehensive income (loss)

Comprehensive income attributable to non-controlling interest

Comprehensive income (loss) attributable to H.B.

( 48,129 ) 17,369 ( 14,107 )

Other comprehensive income (loss)

97,031 ( 30,173 ) 8,479

Comprehensive income

249,104 100,222 153,467

Comprehensive (loss) income attributable to non-controlling interest

( 1,213 ) 481 84

Comprehensive income attributable to H.B.

$ 250,317 $ 99,741 $ 153,383

See accompanying Notes to Consolidated Financial Statements.

22 unchanged sentences

Notes payable

$ 587 $ 1,841

Trade payables

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Comprehensive

Income (Loss)

Balance at November 27, 2021

Comprehensive loss

(Loss) Income

Balance at December 3, 2022

$ 53,677 $ 266,491 $ 1,741,359 $ ( 451,357 ) $ 624 $ 1,610,794

Comprehensive income

- - 144,906 8,477 84 153,467

- - ( 43,758 ) - - ( 43,758 )

Stock option exercises

314 14,304 - - - 14,618

Share-based compensation plans other, net

140 23,219 - - - 23,359

Repurchases of common stock

( 38 ) ( 2,529 ) - - - ( 2,567 )

Balance at December 2, 2023

Comprehensive income

$ 54,093 $ 301,485 $ 1,842,507 $ ( 442,880 ) $ 708 $ 1,755,913

Comprehensive income (loss)

- - 130,256 ( 30,515 ) 481 100,222

- - ( 48,002 ) - - ( 48,002 )

Stock option exercises

747 35,180 - - - 35,927

Share-based compensation plans other, net

325 25,020 - - - 25,345

Repurchases of common stock

Balance at December 2, 2023

Comprehensive income

( 508 ) ( 39,049 ) - - - ( 39,557 )

Balance at November 30, 2024

$ 54,657 $ 322,636 $ 1,924,761 $ ( 473,395 ) $ 1,189 $ 1,829,848

Comprehensive income (loss)

- - 151,967 98,350 ( 1,213 ) 249,104

- - ( 50,657 ) - - ( 50,657 )

Stock option exercises

276 9,572 - - - 9,848

Share-based compensation plans other, net

277 25,487 - - - 25,764

Repurchases of common stock

( 1,035 ) ( 59,678 ) - - - ( 60,713 )

Balance at November 29, 2025

$ 54,175 $ 298,017 $ 2,026,071 $ ( 375,045 ) $ ( 24 ) $ 2,003,194

CONSOLIDATED STATEMENTS of CASH FLOWS

11 unchanged sentences

( 13 ) ( 537 ) 1,259

Foreign currency remeasurement

9,724 ( 28,011 ) 6,213

Loss on impairment of assets held for sale

Loss on impairment of equity investment

Gain from insurance proceeds

( 4,871 ) - -

(Gain) loss on disposal of assets

2 unchanged sentences

22,055 21,914 19,911

Loss on the sale of a business

Loss on impairment of intangible asset

Pension and other postretirement benefit plan contributions

( 3,267 ) ( 2,909 ) ( 4,346 )

Pension and other postretirement benefit plan income

Pension and other postretirement benefit plan benefit

( 21,240 ) ( 14,444 ) ( 18,591 )

Loss on impairment of assets held for sale

Loss on impairment of equity investment

Gain from insurance proceeds

- ( 4,871 ) -

Debt issuance cost write-off

16 unchanged sentences

34,877 ( 30,262 ) 22,918

Foreign currency remeasurement

( 2,491 ) 9,724 ( 28,011 )

Net cash provided by operating activities

5 unchanged sentences

( 167,007 ) ( 273,863 ) ( 205,093 )

Proceeds from the sale of a business

Purchase of cost method investment

( 2,549 ) - -

Purchase of non-controlling interest

( 1,170 ) - -

Proceeds from sale of property, plant and equipment

1 unchanged sentence

Proceeds from insurance recoveries

Cash received from government grant

Net cash used in investing activities

7 unchanged sentences

( 1,047 ) ( 3,493 ) ( 10,214 )

Net (payment on) proceeds from notes payable

Net payment on notes payable

( 587 ) ( 1,219 ) ( 28,674 )

1 unchanged sentence

( 50,271 ) ( 47,598 ) ( 43,395 )

Contingent consideration payment

- ( 1,477 ) ( 5,000 )

Proceeds from stock options exercised

2 unchanged sentences

( 60,713 ) ( 39,558 ) ( 2,567 )

Net cash provided by financing activities

Contingent consideration payment

- - ( 1,477 )

Net cash (used in) provided by financing activities

( 107,904 ) 112,089 35,142

Effect of exchange rate changes on cash and cash equivalents

9 unchanged sentences

$ 386 $ 404 $ 363

Cash paid for interest, net of amount capitalized of $ 1,859 , $ 1,769 , and $ 1,518 for the years ended November 30, 2024, December 2, 2023 and December 3, 2022, respectively

Cash paid for interest, net of amount capitalized of $ 562 , $ 1,859 , and $ 1,769 for the years ended November 29, 2025, November 30, 2024 and December 2, 2023, respectively

$ 132,534 $ 134,743 $ 136,959

9 unchanged sentences

We have three reportable segments:

Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.

In 2024 , as a percentage of total net revenue by operating segment, Hygiene, Health and Consumable Adhesives accounted for 43 percent, Engineering Adhesives 41 percent and Construction Adhesives 16 percent.

Our Hygiene, Health and Consumable Adhesives operating segment produces and supplies a full range of specialty industrial adhesives such as thermoplastic, thermoset, reactive, water-based and solvent-based products for applications in various markets, including packaging (food and beverage containers, flexible packaging, consumer goods, package integrity and re-enforcement, and non-durable goods), converting (corrugation, folding carton, tape and label, paper converting, envelopes, books, multi-wall bags, sacks, and tissue and towel), nonwoven and hygiene (disposable diapers, feminine care and medical garments) and health and beauty.

Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.

In 2025 , as a percentage of total net revenue by operating segment, Hygiene, Health and Consumable Adhesives accounted for 45 percent, Engineering Adhesives 30 percent and Building Adhesive Solutions 25 percent.

Our Engineering Adhesives operating segment produces and supplies high performance industrial adhesives such as reactive, light cure, two -part liquids, polyurethane, silicone, film and fast cure products to the durable assembly (appliances and filters), performance wood (windows, doors and wood flooring) and textile (footwear and sportswear), transportation, electronics, clean energy, aerospace and defense, appliance, heavy machinery and insulating glass markets.

Our Construction Adhesives operating segment includes products used for tile setting (adhesives, grouts, mortars, sealers and levelers), the commercial roofing industry (pressure-sensitive adhesives, tapes and sealants) and heating, ventilation and air conditioning and insulation applications (duct sealants, weather barriers and fungicidal coatings and block fillers).

This operating segment also includes caulks and sealants for the consumer market and professional trade, sold through retailers, primarily in Australia.

Our Building Adhesive Solutions operating segment includes products used for the commercial roofing industry (pressure-sensitive adhesives, tapes and sealants) and heating, ventilation and air conditioning and insulation applications (duct sealants, weather barriers and fungicidal coatings and block fillers).

This operating segment also includes caulks and sealants for the consumer market and professional trade, sold through retailers, primarily in Australia and New Zealand.

Principles of Consolidation

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In fiscal years 2025, 2024 and 2023 , this equity method investment was not significant as defined in Regulation S- X under the Securities Exchange Act of 1934.

As such, financial information as of November 30, 2024, December 2, 2023, and December 3, 2022 for Sekisui-Fuller Company, Ltd.

As such, financial information as of November 29, 2025, November 30, 2024, and December 2, 2023 for Sekisui-Fuller Company, Ltd.

is not required.

Our fiscal year ends on the Saturday closest to November 30.

Fiscal year-end dates were November 30, 2024, December 2, 2023, and December 3, 2022 for 2024, 2023 and 2022 , respectively.

Fiscal year-end dates were November 29, 2025, November 30, 2024, and December 2, 2023 for 2025, 2024 and 2023 , respectively.

Every five or six years we have a 53rd week in our fiscal year.

11 unchanged sentences

The most common forms of variable consideration within our arrangements are customer rebates, which are recorded as a reduction to revenue at the time of the initial sale using the expected value method.

The expected value method is the sum of probability-weighted amounts in a range of possible consideration amounts and is based on a consideration of historical, current and forecast information.

The expected value method is the sum of probability-weighted amounts in a range of possible consideration amounts and is based on consideration of historical, current and forecast information.

Changes in estimates are updated each reporting period.

17 unchanged sentences

Cost of Sales

Cost of sales includes raw materials, container costs, direct labor, manufacturing overhead, freight costs and other less significant indirect costs related to the production of our products.

Cost of sales includes raw materials, container costs, direct labor, manufacturing overhead, delivery expenses and other less significant indirect costs related to the production of our products.

Selling, General and Administrative Expenses

25 unchanged sentences

Restrictions on Cash

There were no restrictions on cash as of November 30, 2024 or December 2, 2023 .

There were no restrictions on cash as of November 29, 2025 or November 30, 2024 .

There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds to us, except for typical statutory restrictions which prohibit distributions in excess of net capital or similar tests.

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The allowance also includes specific customer accounts when it is probable that the full amount of the receivable will not be collected.

Current expectations of future credit losses using market and industry data are considered in the specific customer accounts.

Current expectations of future doubtful accounts using market and industry data are considered in the specific customer accounts.

See Note 4 for further information.

Inventories are recorded at cost as determined by the weighted-average cost method and are valued at the lower of cost or net realizable value.

Investments with a value of $ 9,814 and $ 9,334 represent the cash surrender value of life insurance contracts as of November 30, 2024 and December 2, 2023 , respectively.

Investments with a value of $ 10,388 and $ 9,814 represent the cash surrender value of life insurance contracts as of November 29, 2025 and November 30, 2024 , respectively.

These assets are held to primarily support supplemental pension plans and are recorded in other assets in the Consolidated Balance Sheets.

4 unchanged sentences

If we believe that an impairment exists, it is our policy to calculate the fair value of the investment and recognize as impairment any amount by which the carrying value exceeds the fair value of the investment.

We recognized impairment of $ 339 and $ 303 for the years ended November 30, 2024 and December 3, 2022, respectively, and did not have any impairment of our equity investments for the year ended December 2, 2023 .

The book value of the equity investments was $ 1,023 and $ 1,362 as of November 30, 2024 and December 2, 2023 , respectively and are presented in Other assets in the Consolidated Balance Sheets.

We recognized an impairment of $ 1,966 for the year ended November 30, 2024 .

The book value of the equity investments was $ 3,574 and $ 1,023 as of November 29, 2025 and November 30, 2024 , respectively and are presented in Other assets in the Consolidated Balance Sheets.

Property, Plant and Equipment

1 unchanged sentence

Estimated useful lives range from 20 to 40 years for buildings and improvements, 3 to 20 years for machinery and equipment, and the shorter of the lease or expected life for leasehold improvements.

Fully depreciated assets are retained in property and accumulated depreciation accounts until removed from service.

Upon disposal, assets and related accumulated depreciation are removed.

Fully depreciated assets are retained in property and accumulated depreciation accounts until disposed.

Upon sale of an asset, the difference between the proceeds and remaining net book value is charged or credited to other (expense) income, net on the Consolidated Statements of Income.

48 unchanged sentences

The ARO is recognized at fair value when the liability is incurred.

Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and depreciated on a straight-line basis over the remaining estimated useful life of the related asset.

Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and accreted on a straight-line basis over the remaining estimated useful life of the related asset.

We have recognized a liability related to special handling of asbestos related materials in certain facilities for which we have plans or expectation of plans to undertake a major renovation or demolition project that would require the removal of asbestos or have plans or expectation of plans to exit a facility.

3 unchanged sentences

The recorded liability is required to be adjusted for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate.

The asset retirement obligation liability was $ 3,321 and $ 3,147 at November 30, 2024 and December 2, 2023 , respectively.

The asset retirement obligation liability was $ 3,155 and $ 3,321 at November 29, 2025 and November 30, 2024 , respectively.

Environmental Costs

3 unchanged sentences

The timing of these accruals is generally no later than the completion of feasibility studies.

Contingent Consideration Liability

Contingent Consideration Liabilities

Concurrent with business acquisitions, we enter into agreements that require us to pay the sellers a certain amount based upon a formula related to the entity’s financial results.

35 unchanged sentences

Derivatives consisted primarily of forward currency contracts used to manage foreign currency denominated assets and liabilities.

For derivative instruments outstanding that were not designated as hedges for accounting purposes, the gains and losses related to mark-to-market adjustments were recognized as other income or expense in the income statement during the periods the derivative instruments were outstanding.

For derivative instruments outstanding that were not designated as hedges for accounting purposes, the gains and losses related to mark-to-market adjustments were recognized as other (expense) income, net in the income statement during the periods the derivative instruments were outstanding.

To manage exposure to currency rate movements on expected cash flows, the Company may enter into cross-currency swap agreements.

14 unchanged sentences

We indirectly repurchased 56,228 , 93,102 and 113,868 shares of common stock in 2025, 2024 and 2023 , respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock.

We repurchased 407,400 shares of common stock from our share repurchase program in 2024.

No shares were repurchased from our share repurchase program in 2023 and 2022.

We repurchased 977,537 shares and 407,400 shares of common stock from our share repurchase program in 2025 and 2024, respectively.

No shares were repurchased from our share repurchase program in 2023.

Supplier Finance Program

14 unchanged sentences

The insurance claims were fully settled in September 2024.

We did not receive any insurance recovery payments in 2025.

New Accounting Pronouncements

3 unchanged sentences

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.

We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.

In December 2023, the FASB issued ASU No.

4 unchanged sentences

Our effective date of this ASU is our fiscal year ending November 28, 2026.

We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.

In November 2023, the FASB issued ASU No.

3 unchanged sentences

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 that this guidance will have on our Consolidated Financial Statements.

In September 2022, the FASB issued ASU No.

2022 - 04, Liabilities - Supplier Finance Programs (Subtopic 405 - 50 ):

Disclosure of Supplier Finance Program Obligations.

This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.

To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs.

ASU 2022 - 04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the requirement on roll-forward information which is an annual requirement.

During the first quarter of our fiscal year ending November 30, 2024, we adopted ASU 2022 - 04.

See Supplier Finance Program for further information.

We adopted the standard retrospectively beginning with our fiscal year ending November 29, 2025.

Refer to Note 15, Segments , for further information on our segment reporting.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company.

Acquisitions and Divestiture

ND Industries Fas tening Elements Locking and Sealing Technologies Industry and Trade Inc.

On November 17, 2025, we completed the acquisi tion of ND Industries Fas tening Elements Locking and Sealing Technologies Industry and Trade Inc.

("ND Industries Turkey") for a purchase price of 334,106 Turkish lira, or approximately $ 7,902 which was funded through existing cash.

This includes a holdback amount of 105,699 Turkish lira that will be paid in two payments on the 18 -month and 36 -month anniversaries of the closing date.

Head quartered in Istanbul, Turkey, N D Industries Turkey is a leading provider of specialty adhesives and fastener locking and sealing solutions .

The acquisition of ND Industries Turkey is expected to accelerate the realization of our top growth priorities in EIMEA, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry.

The acquisition fair value measurement was preliminary as of November 29, 2025 and includes goodwill of $ 4,716 , other intangible assets of $ 2,292 and other net assets of $ 894 .

Goodwill represents expected synergies from combining ND Industries Turkey with our existing business.

Goodwill is not deductible for tax purposes.

ND Industries Turkey is included in our Engineering Adhesives operating segment.

ND Industries Asia, Inc.

On February 15, 2025, we acquired the assets of ND Industries Asia, Inc.

("ND Industries Taiwan") for a purchase price of 271,860 Taiwan dollars, or approximately $ 8,310 which was funded through existing cash.

Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions.

The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry.

The acquisition fair value measurement was final as of November 29, 2025 and includes goodwill of $ 2,801 , other intangible assets of $ 2,400 and other net assets of $ 3,109 .

Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business.

Goodwill is not deductible for tax purposes.

ND Industries Taiwan is included in our Engineering Adhesives operating segment.

and Medifill Limited

On January 15, 2025, we completed the acquisition of GEM S.r.l.

(“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of 191,868 Euros, or approximately $ 196,990 which was funded through borrowings on our credit facility and existing cash.

The transaction includes a 30,000 Euro holdback to be paid in three annual tranches beginning one year after the date of acquisition.

The fair value of the holdback was 28,170 Euros and is included in the total purchase price.

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 November 29, 2025 and includes goodwill of $ 90,593 , other intangible assets of $ 104,723 and other net assets of $ 1,674 .

Goodwill represents expected synergies from combining GEM and Medifill with our existing business.

Goodwill is not deductible for tax purposes.

GEM and Medifill are included in our Hygiene, Health and Consumable Adhesives operating segment.

HS Butyl Limited

4 unchanged sentences

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 preliminary as of November 30, 2024, and includes other intangible assets of $ 6,412 , goodwill of $ 3,233 and other net assets of $ 13,535 .

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 .

Goodwill represents expected synergies from combining HS Butyl with our existing business.

Goodwill is not deductible for tax purposes.

HS Butyl is included in our Construction Adhesives operating segment.

HS Butyl is included in our Building Adhesive Solutions operating segment.

ND Industries, Inc.

3 unchanged sentences

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 preliminary as of November 30, 2024 .

The acquisition fair value measurement was final as of March 1, 2025.

ND Industries is included in our Engineering Adhesives operating segment.

During the three months ended November 30, 2024, intangible assets decreased $ 2,200 , goodwill decreased $ 2,591 , and other net assets increased $ 3,094 in the fair value measurement of ND Industries.

The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

8 unchanged sentences

Such goodwill is deductible for tax purposes.

Sanglier Ltd.

On September 8, 2023, we acquired the assets of Sanglier Ltd.

(“Sanglier”) for a base purchase price of 13,361 British pound sterling, or approximately $ 16,660 which was funded through existing cash.

This includes a holdback amount of 2,100 British pound sterling that will be paid on the 18 -month anniversary of the closing date.

Sanglier, headquartered in Mansfield, United Kingdom, is a manufacturer and filler of sprayable (aerosol and cannister) industrial adhesives.

The acquisition of Sanglier expands our innovation capabilities and product portfolio across the United Kingdom and Europe.

Sanglier transforms adhesives applications to enable sprayable delivery providing end users with an opportunity to greatly improve labor efficiency.

The acquisition fair value measurement was final as of August 31, 2024 and includes other intangible assets of $ 7,354 , goodwill of $ 3,038 and other net assets of $ 6,261 .

Goodwill represents expected synergies from combining Sanglier with our existing business.

Goodwill is deductible for tax purposes.

Sanglier is included in our Construction Adhesives operating segment.

Adhezion Biomedical LLC

On June 23, 2023, we acquired Adhezion Biomedical LLC (“Adhezion”) for a base purchase price of $ 80,802 which was funded through borrowings on our credit facility.

This includes a holdback amount of $ 780 that was paid on the 12 -month anniversary of the closing date.

The agreement includes a payment of contingent consideration up to $ 15,000 following the completion of certain performance goals and conditions.

Adhezion, headquartered in Hudson, North Carolina, is a manufacturer of cyanoacrylate-based healthcare adhesives and infection prevention products.

The acquisition of Adhezion positions us for expansion in the healthcare adhesives industry and creates a solid, unique platform from which to scale and innovate in the healthcare adhesives industry.

The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $ 38,500 , goodwill of $ 37,589 and other net assets of $ 4,713 .

Goodwill represents expected synergies from combining Adhezion with our existing business.

The amount of goodwill that is deductible for tax purposes is $ 25,717 .

Adhezion is included in our Hygiene, Health and Consumable Adhesives operating segment.

XChem International LLC

On June 12, 2023, we acqui red XChem International LLC ("XChem") for a base purchase price of approximately $ 14,496 which was funded through borrowings on our credit facility.

This includes a holdback amount of $ 1,650 , half of which was paid on the 12 -month anniversary of the closing date and half to be paid on the 18 -month anniversary of the closing date.

XChem, headquartered in Ras Al-Khaimah, United Arab Emirates, is a manufacturer of adhesives and sealants for construction-related applications.

The acquisition of XChem provides our Construction Adhesives global business with additional manufacturing presence for certain brands outside the U.S.

and broadens our Construction Adhesives portfolio of highly specified applications and diversifies it toward both non-U.S.

and infrastructure-oriented markets.

The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $ 4,600 , goodwill of $ 4,318 and other net assets of $ 5,578 .

Goodwill represents expected synergies from combining XChem with our existing business.

Goodwill is not deductible for tax purposes.

XChem is included in our Construction Adhesives operating segment.

Beardow Adams Holdings Ltd.

On May 1, 2023, we acquired Beardow Adams Holdings Ltd.

(“Beardow Adams”) for a total purchase price of 80,738 British pound sterling, or approximately $ 100,885 , which was funded through borrowings on our credit facility.

This includes a holdback amount of 8,000 British pound sterling that was paid on the 18 -month anniversary of the closing date.

Beardo w Adams, based in the United Kingdom, develops and manufactures adhesives, sealants and coatings, principally in the fields of packaging and related applications.

The acquisition of Beardow Adams is expected to accelerate profitable growth in many of our core end markets and generate business synergies through better raw material pricing, production optimization and an expanded distribution platform.

The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $ 35,425 , goodwill of $ 28,148 and other net assets of $ 37,312 .

Goodwill represents expected synergies from combining Beardow Adams with our existing business.

The amount of goodwill that is deductible for tax purposes is $ 3,561 .

The remaining goodwill is not deductible for tax purposes.

Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.

Aspen Research Corporation

On January 31, 2023, we acquired the assets of Aspen Research Corporation (“Aspen”) for a total purchase price of $ 9,761 , which was funded through existing cash.

This includes a holdback amount of $ 500 that was paid on the 18 -month anniversary of the closing date.

Aspen, located in Maple Grove, Minnesota, is a contract research organization that develops and manufactures innovative solutions for some of the adhesives used in our insulating glass market.

Aspen is known for their superior understanding of materials science, engineering and analytical testing and specializes in custom materials manufacturing for chemicals and adhesives products.

The acquisition of Aspen is expected to expand our Engineering Adhesives footprint in North America and strengthen our capabilities in the insulating glass market, in addition to bringing additive continuous flow and process manufacturing capabilities that we plan to leverage.

The acquisition fair value measurement was final as of December 2, 2023 and includes other intangible assets of $ 4,900 , goodwill of $ 3,832 and other net assets of $ 1,029 .

Goodwill represents expected synergies from combining Aspen with our existing business.

Goodwill is deductible for tax purposes.

Aspen is included in our Engineering Adhesives operating segment.

On December 15, 2022, we acquired Lemtapes Oy (“Lemtapes”) for a total purchase price of 8,922 Euro, or approximately $ 9,482 which was funded through existing cash.

This includes a holdback amount of 850 Euro that was paid on the 18 -month anniversary of the closing date.

Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries.

The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our adhesives coated solutions products.

This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships.

The acquisition fair value measurement was final as of December 2, 2023 and includes other intangible assets of $ 5,526 , goodwill of $ 3,028 and other net assets of $ 928 .

Goodwill represents expected synergies from combining Lemtapes with our existing business.

Goodwill is not deductible for tax purposes.

Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.

All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

North America Flooring

During the fourth quarter of the year ended November 30, 2024, we committed to a plan to sell our North American Flooring business, which is included in our Construction Adhesives segment.

The sale of this business was completed on December 2, 2024.

The assets and liabilities of this business are classified as held for sale and are included in their corresponding categories in the Consolidated Balance Sheets as of November 30, 2024.

December 2, 2024, we completed the sale of certain assets in our North American Flooring business, which was included in our former Construction Adhesives segment for a fair value of

The net book value of the assets sold was

$ 76,654 , which resulted in a

$ 2,327 loss.

The loss on sale is recorded in other (expense) income, net in the Consolidated Statements of Income for the year ended

November 29, 2025.

During the fourth quarter of the year ended November 30, 2024, when we committed to a plan to sell our North American Flooring business, we classified the assets and liabilities of this business as held for sale and included them in their corresponding categories in the Consolidated Balance Sheets as of November 30, 2024.

Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value, less costs to sell in accordance with ASC 360, Impairment or Disposal of Long Lived Assets.

We measured the fair value of these assets and liabilities primarily using observable inputs at the measurement date and determined their carrying value was greater than the fair value less costs to sell.

Accordingly, we recorded a pre-tax loss on assets held for sale of $ 47,267 .

Included in this amount is $ 32,079 for goodwill impairment, $ 6,109 for net intangible impairment and $9,079 for net property, plant and equipment impairment.

The loss is recorded in other (expense) income, net in the Consolidated Statements of Income for the year ended November 30, 2024.

The following table summarizes the condensed assets and liabilities held for sale:

November 30, 2024

Accordingly, we recorded a pre-tax loss on assets held for sale of $ 47,267 during the year ended November 30, 2024.

Included in this amount was $ 32,079 for goodwill impairment, $ 6,109 for net intangible impairment and $ 9,079 for net property, plant and equipment impairment.

The loss is recorded in other (expense) income, net

in the Consolidated Statements of Income for the year ended November 30, 2024.

The following table summarizes the condensed assets and liabilities that were held for sale as of November 30 2024:

Trade receivables, net

7 unchanged sentences

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 began to be implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026 , with the majority of the charges recognized and cash payments occurring in fiscal 20 23 and 2024 .

In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $ 60,000 to $ 65,000 for severance 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 Plans began to be implemented in the second quarter of fiscal year 2023 and were completed as of November 29, 2025.

Remaining cash payments will continue into fiscal year 2026.

In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $ 80,000 to $ 85,000 for severance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

The following table summarizes the pre-tax distribution of charges under these restructuring plans by income statement classification:

November 29, 2025

December 2, 2023

November 30, 2024

December 2, 2023

17 unchanged sentences

( 343 ) - - ( 343 )

Balance at December 2, 2023

Balance at November 30, 2024

$ 8,430 $ - $ - $ 8,430

6 unchanged sentences

Foreign currency translation

( 343 ) - - ( 343 )

Balance at November 29, 2025

5 unchanged sentences

Additional details of income statement amounts for 2025, 2024 and 2023 are as follows:

Foreign currency transaction losses, net

Foreign currency transaction gains (losses), net

$ 882 $ ( 2,501 ) $ ( 11,615 )

3 unchanged sentences

22,812 15,920 20,246

Loss contingency associated with ongoing litigation

( 34,799 ) - -

Loss on sale of business

( 2,327 ) - -

Loss on impairment of assets held for sale

6 unchanged sentences

Balance Sheet Information

Additional details of balance sheet amounts as of November 30, 2024 and December 2, 2023 are as follows:

Additional details of balance sheet amounts as of November 29, 2025 and November 30, 2024 are as follows:

Raw materials

55 unchanged sentences

Product liability

Contingent consideration liability

Current operating lease liabilities

1 unchanged sentence

Current obligations of finance leases

Reserve for ongoing litigation

Accrued expenses

8 unchanged sentences

Long-term income tax liability

18,195 19,225

Long-term deferred compensation

12,933 11,716

Postretirement other than pension

26 unchanged sentences

$ 151,967 $ 106

Other comprehensive (loss) income

Other comprehensive income (loss)

Foreign currency translation adjustment 1

6 unchanged sentences

( 63,602 ) 15,473 ( 48,129 ) -

Other comprehensive (loss) income

Other comprehensive income (loss)

$ 87,880 $ 10,470 $ 98,350 $ ( 1,319 )

Comprehensive income

Comprehensive income (loss)

$ 250,317 $ ( 1,213 )

December 2, 2023

November 30, 2024

Non-controlling

3 unchanged sentences

$ 130,256 $ 139

Other comprehensive income

Other comprehensive (loss) income

Foreign currency translation adjustment 1

6 unchanged sentences

23,058 ( 5,689 ) 17,369 -

Other comprehensive income

Other comprehensive (loss) income

$ ( 16,004 ) $ ( 14,511 ) $ ( 30,515 ) $ 342

7 unchanged sentences

$ 144,906 $ 82

Other comprehensive loss

Other comprehensive income

Foreign currency translation adjustment 1

4 unchanged sentences

5,932 ( 1,460 ) 4,472 -

Other cash flow hedges 3

( 3,536 ) 53 ( 3,483 )

Net investment hedges 3

( 18,555 ) 4,448 ( 14,107 ) -

Other comprehensive loss

Other comprehensive income

$ 6,251 $ 2,226 $ 8,477 $ 2

2 unchanged sentences

1 Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries.

2 Loss 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 SG&A expenses.

3 Loss reclassified from accumulated other comprehensive loss into earnings is reported in other (expense) income, net.

2 Gain reclassified from accumulated other comprehensive loss into earnings as part of net periodic benefit related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expenses.

3 (Loss) gain reclassified from accumulated other comprehensive income into earnings is reported in other (expense) income, net.

Statement of Total Equity Information

Components of accumulated other comprehensive income (loss) are as follows:

Components of accumulated other comprehensive (loss) income are as follows:

November 29, 2025

9 unchanged sentences

( 18,341 ) ( 18,341 ) -

Total accumulated other comprehensive loss

Total accumulated other comprehensive (loss) income

$ ( 374,112 ) $ ( 375,045 ) $ 933

December 2, 2023

November 30, 2024

Foreign currency translation adjustment

3 unchanged sentences

Interest rate swap, net of taxes of $ 2,169

( 6,744 ) ( 6,744 ) -

Net investment hedges, net of taxes of $ 12,056

10 unchanged sentences

Interest rate swap, net of taxes of ($ 1,460 )

Net investment hedges, net of taxes of $ 17,744

( 54,850 ) ( 54,850 ) -

7 unchanged sentences

and Consumable

As of December 2, 2023

$ 402,598 $ 651,145 $ 432,769 $ 1,486,512

As of November 30, 2024

$ 399,513 $ 581,344 $ 551,364

4 unchanged sentences

$ 517,763 $ 610,107 $ 552,189

We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization.

The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities and goodwill to reporting units, and the determination of fair value of each reporting unit.

The impairment test requires the comparison of the fair value of each reporting unit with its carrying amount, including goodwill.

In performing the impairment test, we determined the fair value of our reporting units through the income approach by using DCF analyses.

Determining fair value requires the Company to make judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows.

The cash flows employed in the DCF analysis for each reporting unit are based on the reporting unit's budget, long-term business plan and recent operating performance.

Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting unit and market conditions.

Based on the analysis performed during the fourth quarter of 2024 , there were no indications of impairment for any of our reporting units.

As discussed in Note 15, Segments , as of the beginning of the fiscal year 2025, we reorganized our operating segments 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.

Prior period segment information has been recast retrospectively to reflect the realignment.

Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:

10 unchanged sentences

Weighted-average useful lives (in years)

13 16 13 13 16

As of December 2, 2023

As of November 30, 2024

Original cost

$ 155,344 $ 1,063,210 $ 67,280 $ 1,285,834

( 343 ) ( 5,616 ) ( 150 ) ( 6,109 )

Accumulated amortization

3 unchanged sentences

Weighted-average useful lives (in years)

13 16 13 13 16

Amortization expense with respect to amortizable intangible assets was $ 86,546 , $ 83,656 and $ 79,514 in 2025, 2024 and 2023 , respectively.

5 unchanged sentences

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 November 30, 2024 and December 2, 2023 were $ 461 and $ 474 , respectively, and relate to trademarks and trade names.

The change in non-amortizable assets in 2024 compared to 2023 was due to changes in foreign currency exchange rates.

Non-amortizable intangible assets as of November 29, 2025 and November 30, 2024 were $ 0 and $ 461 , respectively, and relate to trademarks and trade names.

The change in non-amortizable assets in 2025 compared to 2024 was due to impairment.

As a lessee, the Company leases office, manufacturing and warehouse space, and equipment.

17 unchanged sentences

November 29, 2025

December 2, 2023

November 30, 2024

Operating net lease cost

4 unchanged sentences

Variable net lease cost

10,535 12,091

Total net lease cost

3 unchanged sentences

November 29, 2025

December 2, 2023

November 30, 2024

Operating leases:

13 unchanged sentences

$ 8,157 $ 9,183

Building right-of-use asset

Property, plant and equipment

Current obligations of finance leases

9 unchanged sentences

November 29, 2025

December 2, 2023

November 30, 2024

Cash paid amounts included in the measurement of lease liabilities:

14 unchanged sentences

2031 and beyond

10,787 74,271

amounts representing interest

7 unchanged sentences

Notes Payable

Notes payable were $ 587 and $ 1,841 at November 30, 2024 and December 2, 2023 , respectively.

This amount primarily represents various foreign subsidiaries’ other short-term borrowings that were not part of committed lines.

The weighted-average interest rate on short-term borrowings outstanding at November 30, 2024 was approximately 1.35 percent and was 10.75 percent and 16.2 percent in 2023 and 2022 respectively.

We did not have any outstanding notes payable balance at November 29, 2025 and a balance of $ 587 at November 30, 2024 .

Notes payable primarily represents various foreign subsidiaries’ other short-term borrowings that were not part of committed lines.

The weighted-average interest rate on short-term borrowings outstanding was 1.35 percent in 2024 .

Fair values of these short-term obligations approximate their carrying values due to their short maturity.

21 unchanged sentences

$ 2,016,937 $ 2,010,052

1 Term Loan A, due on February 15, 2028, $ 500,000 variable rate at the Secured Overnight Financing Rate ("SOFR") plu s an adjustment of 0.10 percent and an interest rate spread of 1.50 percent based on a leverage grid ( 6.17 percent at November 30, 2024 ).

2 Term Loan B, due on February 15, 2030, $ 994,000 variable rate at the SOFR plu s 2.00 percent with a SOFR floor of 0.50 percent ( 6.57 percent at November 30, 2024 ).

2 Term Loan B, due on February 15, 2030, $ 994,000 variable rate at the SOFR plu s 1.75 percent with a SOFR floor of 0.50 percent ( 5.67 p ercent at November 29, 2025 ).

3 Public Notes, due February 15, 2027, $ 300,000 4.00 percent fixed.

5 unchanged sentences

Additionally, we wrote off $ 2,689 of debt issuance costs related to this payoff which was recorded in interest expense for the year ended December 2, 2023.

The Credit Facilities will generally be used to finance working capital needs and acquisitions, and for general corporate purposes.

The Credit Facilities are generally used to finance working capital needs and acquisitions, and for general corporate purposes.

All of our obligations under the Credit Facilities are secured by a first -lien security interest in substantially all personal property and material real property of the Company and its material U.S.

7 unchanged sentences

The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged.

Interest on Term Loan A is payable at a rate of SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent ( 6.17 percent at November 30, 2024 ).

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.

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.

Interest on Term Loan A is payable at a rate of SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 perc ent ( 5.52 p ercent at November 29, 2025 ).

The interest rate spread is based on a secured leverage grid.

6 unchanged sentences

$ 400,000 of our variable rate

1 -month LIBOR rate debt to a fixed rate of

1 -month LIBOR debt to a fixed rate of

3.6895 percent.

22 unchanged sentences

Fair Value of Long-Term Debt

Long-term debt had an estimated fair value of $ 2,015,468 and $ 1,785,199 as of November 30, 2024 and December 2, 2023 , respectively.

Long-term debt had an estimated fair value of $ 2,041,062 and $ 2,015,468 as of November 29, 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.

8 unchanged sentences

The interest rate spread and the facility fee are based on a secured leverage grid.

At November 30, 2024 , there was no balance outstanding on the Revolving Credit Facility.

At November 29, 2025 , there was $ 36,000 balance outstanding on the Revolving Credit Facility.

The Revolving Credit Facility matures on February 15, 2028.

3 unchanged sentences

The secured, multi-currency revolving credit facility can be drawn upon for general corporate purposes up to a maximum of $ 700,000 , less issued letters of credit.

At November 30, 2024 , letters of credit reduced the available amount under the revolving credit facility by $ 10,318 .

At November 29, 2025 , letters of credit reduced the available amount under the revolving credit facil ity by $ 11,362 .

Covenants and Other

5 unchanged sentences

In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined the Refinancing and Incremental Amendment , of the prior fiscal year less any voluntary prepayments made during that fiscal year.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in the Refinancing and Incremental Amendment , of the prior fiscal year less any voluntary prepayments made during that fiscal year.

The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.

10 unchanged sentences

The Board of Directors is authorized to issue up to 10,045,900 shares of preferred stock that may be issued in one or more series and with such stated value and terms as the Board of Directors may determine.

There were 160,000,000 shares of common stock with a par value of $ 1.00 authorized and 54,657,103 and 54,092,987 shares issued and outstanding at November 30, 2024 and December 2, 2023 , respectively.

There were 160,000,000 shares of common stock with a par value of $ 1.00 authorized and 54,174,963 and 54,657,103 shares issued and outstanding at November 29, 2025 and November 30, 2024 , respectively.

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.

2 unchanged sentences

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.

We repurchased shares under this program with an aggregate value of $ 31,811 during 2024 .

We did not repurchase any shares during 2023 and 2022 under our share repurchase program.

We repurchased shares under this program with an aggregate value of $ 56,930 during 2025 and $ 31,811 during 2024 .

We did not repurchase any shares during 2023 under our share repurchase program.

Up to $ 211,000 of our outstanding common shares may still be repurchased under the current share repurchase program.

14 unchanged sentences

54,174,963 54,657,103 54,092,987

Dividends declared per common share were $ 0.856 and $ 0.805 for the year ended November 30, 2024 and December 2, 2023 , respectively.

Dividends declared per common share were $ 0.928 and $ 0.856 for the year ended November 29, 2025 and November 30, 2024 , respectively.

Accounting for Share-Based Compensation

82 unchanged sentences

Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the closing stock price on the date of grant.

We use the straight-line attribution method to recognize share-based compensation expense for option awards and restricted stock units with graded and cliff vesting.

We use the straight-line attribution method to recognize share-based compensation expense for option awards and restricted stock units.

Incentive stock options and performance awards are based on certain performance-based metrics and the expense is adjusted quarterly, based on our projections of the achievement of those metrics.

6 unchanged sentences

Stock Option Activity

The stock option activity for the years ended November 30, 2024, December 2, 2023, and December 3, 2022 is summarized below:

The stock option activity for the years ended November 29, 2025, November 30, 2024, and December 2, 2023 is summarized below:

Exercise Price

Outstanding at November 27, 2021

Outstanding at December 3, 2022

4,823,070 $ 50.42

9 unchanged sentences

( 60,637 ) 64.07

Outstanding at December 2, 2023

Outstanding at November 30, 2024

4,605,104 55.40

10 unchanged sentences

Intrinsic value is the difference between our closing stock price on the respective trading day and the exercise price, multiplied by the number of options exercised.

Proceeds received from option exercises during the year ended November 30, 2024, December 2, 2023, and December 3, 2022 were $ 35,927 , $ 14,619 and $ 30,122 , respectively.

Proceeds received from option exercises during the year ended November 29, 2025, November 30, 2024, and December 2, 2023 were $ 9,848 , $ 35,927 and $ 14,619 , respectively.

The Company’s actual tax benefits realized for the tax deductions related to the exercise of stock options for 2025, 2024 and 2023 was $ 2,037 , $ 6,114 and $ 1,885 , respectively.

Restricted Stock Unit Activity

The nonvested restricted stock unit activity for the years ended November 30, 2024, December 2, 2023, and December 3, 2022 is summarized below:

Nonvested at November 27, 2021

The nonvested restricted stock unit activity for the years ended November 29, 2025, November 30, 2024, and December 2, 2023 is summarized below:

Nonvested at December 3, 2022

491,120 $ 58.98 0.7

7 unchanged sentences

( 15,603 ) 70.61

Nonvested at December 2, 2023

Nonvested at November 30, 2024

410,741 71.21 0.9

10 unchanged sentences

Deferred compensation units are fully vested at the date of contribution.

The deferred compensation units outstanding for the years ended November 30, 2024, December 2, 2023, and December 3, 2022 is summarized below:

Units outstanding November 27, 2021

The deferred compensation units outstanding for the years ended November 29, 2025, November 30, 2024, and December 2, 2023 is summarized below:

Units outstanding December 3, 2022

465,992 56,572 522,564

11 unchanged sentences

( 20,691 ) ( 8,357 ) ( 29,048 )

Units outstanding December 2, 2023

Units outstanding November 30, 2024

403,618 65,070 468,688

20 unchanged sentences

This discretionary contribution is in addition to the contributions described above.

There was no discretionary non-elective contribution for 2024 and 2023 .

There was $ 2,819 accrued for a discretionary non-elective contribution for 2025 and no discretionary non-elective contribution for 2024.

The defined contribution plan liability recorded in the Consolidated Balance Sheets was $ 13,011 and $ 11,992 in 2025 and 2024 , respectively, for the U.S.

18 unchanged sentences

Benefits for these plans are generally based on years of service and annual compensation.

Following is a reconciliation of the beginning and ending balances of the benefit obligation and fair value of plan assets as of November 30, 2024 and December 2, 2023 :

Following is a reconciliation of the beginning and ending balances of the benefit obligation and fair value of plan assets as of November 29, 2025 and November 30, 2024 :

Pension Benefits

9 unchanged sentences

- - - - 358 252

Actuarial gain 1

Actuarial gain (loss) 1

1,391 10,747 ( 11,028 ) 3,391 ( 404 ) ( 125 )

1 unchanged sentence

- - - 497 - -

Settlement payments

- ( 141 ) - ( 252 ) - -

Benefits paid

14 unchanged sentences

- - - - 318 252

Settlement payments

- ( 141 ) - - - -

Benefits paid 2

6 unchanged sentences

$ 113,385 $ 90,214 $ ( 7,084 ) $ ( 12,743 ) $ 177,969 $ 154,525

1 Actuarial gain in 2024 and 2023 for the U.S.

1 Actuarial gain (loss) in 2025 for the U.S.

Plans and the Non-U.S.

Plans are due to both assumption changes and plan experience.

Actuarial gain (loss) in 2024 for the U.S.

Plans is primarily due to assumption changes.

Actuarial gain in 2024 and 2023 for the Non-U.S.

Actuarial gain in 2024 for the Non-U.S.

Plans are due to both assumption changes and plan experience.

22 unchanged sentences

The accumulated benefit obligation of the U.S.

pension and other postretirement plans was $ 275,599 at November 30, 2024 and $ 273,197 at December 2, 2023 .

pension and other postretirement plans wa s $ 267,388 a t November 29, 2025 and $ 275,599 at November 30, 2024 .

The accumulated benefit obligation of the non-U.S.

pension plans was $ 142,503 at November 30, 2024 and $ 141,402 at December 2, 2023 .

The following amounts relate to pension plans with accumulated benefit obligations in excess of plan assets as of November 30, 2024 and December 2, 2023 :

pension plan s was $ 142,034 at November 29, 2025 and $ 142,503 at November 30, 2024 .

The following amounts relate to pension plans with accumulated benefit obligations in excess of plan assets as of November 29, 2025 and November 30, 2024 :

Pension Benefits and Other Postretirement Benefits

3 unchanged sentences

- - 10,995 10,046

The following amounts relate to pension plans with projected benefit obligations in excess of plan assets as of November 30, 2024 and December 2, 2023 :

The following amounts relate to pension plans with projected benefit obligations in excess of plan assets as of November 29, 2025 and November 30, 2024 :

Pension Benefits and Other Postretirement Benefits

13 unchanged sentences

2030- 2035 116,239 57,380 9,436

The components of our net period defined benefit pension and postretirement benefit costs other than service cost are presented as non-operating expenses and service cost is presented in operating expenses.

Components of net periodic benefit cost and other supplemental information for the years ended November 30, 2024, December 2, 2023, and December 3, 2022 are as follows:

The components of our net period defined benefit pension and postretirement benefit plan costs other than service cost are presented in non-operating expenses and service cost is presented in operating expenses.

Components of net periodic benefit cost and other supplemental information for the years ended November 29, 2025, November 30, 2024, and December 2, 2023 are as follows:

Pension Benefits

7 unchanged sentences

Amortization:

Prior service (benefit) cost

Prior service cost

- - - 116 84 62 - - -

26 unchanged sentences

The discount rate for the U.S.

pension plan was 5.23 percent at November 30, 2024 , 5.66 percent at December 2, 2023 and 5.36 percent at December 3, 2022 .

pension plan was 5.15 percent at November 29, 2025 , 5.23 percent at November 30, 2024 and 5.66 percent at December 2, 2023 .

Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year.

5 unchanged sentences

The expected long-term rate of return on plan assets assumption for the U.S.

pension plan was 7.75 percent in 2024 , 7.75 percent in 2023 and 7.00 percent in 2022 .

pension plan was 7.50 percent in 2025 and 7.75 percent in both 2024 and 2023 .

Our expected long-term rate of return on U.S.

15 unchanged sentences

Management, in conjunction with our external financial advisors, uses actual historical returns of the asset portfolio to assess the reasonableness of the expected rate of return for each plan.

The projected salary increase assumption is based on historic trends and comparisons to the external market.

Higher rates of increase result in higher pension expenses.

As this rate is also a long-term expected rate, it is less likely to change on an annual basis.

Under the U.S.

pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases.

Assumed health care trend rates

65 unchanged sentences

46,001 - 806 46,807

1,051 - - 1,051

Total categorized in the fair value hierarchy

6 unchanged sentences

$ 3,349 $ - $ 193,863 $ 197,212

December 2, 2023

November 30, 2024

Pension Plans

9 unchanged sentences

41,869 - 722 42,591

1,137 - - 1,137

Total categorized in the fair value hierarchy

5 unchanged sentences

3,566 - - 3,566

$ 3,566 $ - $ 171,809 $ 175,375

1 In accordance with ASC Topic 820 - 10, Fair Value Measurement , certain investments that are measured at NAV (Net Asset Value per share) (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.

The definitions of fair values of our pension and other postretirement benefit plan assets at November 30, 2024 and December 2, 2023 by asset category are as follows:

The definitions of fair values of our pension and other postretirement benefit plan assets at November 29, 2025 and November 30, 2024 by asset category are as follows:

Equities —Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with policy allocations.

10 unchanged sentences

Fair values are the cash balances as reported by the Trustees of the plans.

The following is a roll forward of the Level 3 investments of our pension and postretirement benefit plan assets during the years ended November 30, 2024 and December 2, 2023 :

The following is a roll forward of the Level 3 investments of our pension and other postretirement benefit plan assets during the years ended November 29, 2025 and November 30, 2024 :

Fixed Income and Insurance

Pension Plans

Level 3 balance at beginning of year

Net transfers out of level 3

$ 1,325 $ 726

Purchases, sales, issuances and settlements, net

Level 3 balance at end of year

Pension Plans

Level 3 balance at beginning of year

Transfers into level 3

48 unchanged sentences

1,314 ( 1,595 ) 1,336

Cross currency swap

Contingency reserve

( 10,778 ) 3,416 5,951

Excess Tax Benefit Related to Stock Options & Restricted Stock

Excess tax benefit related to stock options and restricted stock

( 248 ) ( 3,083 ) ( 850 )

Goodwill Impairment Related to Flooring

Goodwill impairment related to North America Flooring

1,993 1,981 1,974

4 unchanged sentences

Deferred tax assets:

Pension and other post-retirement benefit plans

Pension and other postretirement benefit plans

$ 2,679 $ 4,318

9 unchanged sentences

80,521 57,233

Product and other claims

25,071 29,530

8 unchanged sentences

( 197,069 ) ( 187,897 )

Pension and other post-retirement benefit plans

Pension and other postretirement benefit plans

( 69,431 ) ( 58,119 )

32 unchanged sentences

( 1,398 ) ( 755 )

New balance sheet reserve

( 8,770 ) ( 775 )

3 unchanged sentences

$ 9,206 $ 15,590

Included in the balance of unrecognized tax benefits as of November 30, 2024 and December 2, 2023 are potential benefits of $ 12,431 and $ 10,338 respectively, that, if recognized, would affect the effective tax rate.

Included in the balance of unrecognized tax benefits as of November 29, 2025 and November 30, 2024 are potential benefits of $ 8,871 and $ 12,431 respectively, that, if recognized, would affect the effective tax rate.

We report accrued interest and penalties related to unrecognized tax benefits in income tax expense.

For the year ended November 29, 2025 , we recognized a net expense for interest and penalties of $ 1,523 relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $ 2,487 as of November 29, 2025 .

For the year ended November 30, 2024 , we recognized a net benefit for interest and penalties of $ 658 relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $ 4,840 as of November 30, 2024 .

For the year ended December 2, 2023 , we recognized a net benefit for interest and penalties of $ 824 relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $ 6,708 as of December 2, 2023 .

We are subject to U.S.

5 unchanged sentences

settled its transfer pricing audit covering the calendar years 2015 through 2023.

We are in various stages of examination and appeal in other foreign jurisdictions.

Also during the fourth quarter of 2025, ADCO Europe Holding GmbH settled its transfer pricing audit covering the fiscal years 2017 through 2019.

We are in various stages of examination and appeals in other states and foreign jurisdictions.

Although the final outcomes of these examinations cannot currently be determined, we believe that we have recorded adequate liabilities with respect to these examinations.

15 unchanged sentences

On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1 -month SOFR 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 an asset of $ 1,120 at November 30, 2024 and was included in other assets in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap w as a liability of $ 3,944 at November 29, 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.

2 unchanged sentences

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 an asset of $ 661 at November 30, 2024 and was included in other assets in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was a liability of $ 3,143 at November 29, 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.

9 unchanged sentences

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 agreement.

2 unchanged sentences

We applied the practical expedients included in ASC 848, Reference Rate Reform .

As of November 30, 2024 , the combined fair value of the swaps was a liability of $ 51,871 and was included in other liabilities in the Consolidated Balance Sheets.

As of November 29, 2025 , the combined fair value of the swaps wa s a liability of $ 113,144 and was included in other liabilities in the Consolidated Balance Sheets.

The cross-currency interest rate swaps hedge a portion of the Company’s investment in Euro denominated foreign subsidiaries.

The swaps are designated as net investment hedges for accounting treatment.

The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income (loss).

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 $ 37,481 a s of November 30, 2024 .

As of November 30, 2024 , we did not reclassify any gains or losses into earnings from net investment hedges and we do not expect to reclassify any such gain or loss into earnings within the next twelve months.

No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.

The amounts of pretax gains (losses) recogn ized in comprehensive income related to derivative instruments designated as cross-currency swaps, interest rate swaps and net investment hedges are as follows:

The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensi ve income (loss).

T he 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 (loss) income int o earnings during the period of change.

The amount in accumulated other comprehensive (loss) income relate d to net investment hedge cross-currency sw aps was a loss of $ 85,610 as of November 29, 2025 .

As of November 29, 2025 , we reclassif ied $ 261 of losses into earnings from net investment hedges and we expect to reclassify $ 350 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 $ 700 .

The amounts of pretax gains (losses) recogn ized in comprehensive income (loss) related to derivative instruments designated as interest rate swaps and net investment hedges are as follows:

November 29, 2025

December 2, 2023

November 30, 2024

December 2, 2023

Cross-currency swaps

$ - $ - $ 5,536

Interest rate swap contracts

4 unchanged sentences

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 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.

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.

6 unchanged sentences

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.

On February 14, 2017, we entered into an interest rate swap agreement to convert $ 150,000 of our $300,000 Public Notes that were issued on February 14, 2017 to a variable interest rate of 1 -month LIBOR plus 1.86 percent.

The swap was designated for hedge accounting treatment as a fair value hedge.

We applied 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 $ 150,000 fixed rate Public Notes are compared with the change in the fair value of the swap.

On May 1, 2020, we terminated the swap agreement.

Upon termination, we received $ 15,808 in cash.

The remaining swap liability will be accounted for as a discount on long-term debt and will be amortized to interest expense over the remaining life of the Public Notes of seven years.

Derivatives Not Designated As Hedging Instruments

4 unchanged sentences

See Note 13 for fair value amounts of these derivative instruments.

As of November 30, 2024 , we had forward foreign currency contracts maturing bet ween December 2, 2024 and February 4, 2025.

As of November 29, 2025 , we had forward foreign currency contracts maturing between December 1, 2025 and February 4, 2026.

The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.

The amounts of pretax (losses) gains recognized in other (expense) income, net related to derivative instruments not designated as hedging instruments are as follows:

The amounts of pretax gains (losses ) recogn ized in other (expense) income, net related to d erivative instruments not designated as hedging instruments are as follows:

November 29, 2025

December 2, 2023

November 30, 2024

December 2, 2023

14 unchanged sentences

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 November 30, 2024 and December 2, 2023 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of November 29, 2025 and November 30, 2024 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using:

3 unchanged sentences

4,841 - 4,841 -

Interest rate swaps, cash flow hedge asset

1,781 - 1,781 -

Foreign exchange contract liabilities

$ 635 $ - $ 635 $ -

Interest rate swaps, cash flow hedge liability

Interest rate swaps, cash flow hedge liabilities

8,498 - 8,498 -

Interest rate swaps, fair value hedge liabilities

20,481 - 20,481 -

Net investment hedge liability

Net investment hedge liabilities

113,144 - 113,144 -

Holdback liability

33,578 - - 33,578

Fair Value Measurements Using:

10 unchanged sentences

32,775 - 32,775 -

Net investment hedge liability

72,589 - 72,589 -

Contingent consideration liability

Net investment hedge liabilities

51,871 - 51,871 -

The valuation of our contingent consideration liability related to the acquisitions of GSSI and TissueSeal was $ 870 and $ 500 , respectively, as of December 2, 2023 .

Contingent consideration of $ 870 related to the acquisition of GSSI was paid during 2024 following the completion of certain performance goals and conditions and contingent consideration of $ 500 related to the acquisition of TissueSeal was reversed during 2024 as conditions for payment were not met.

Adjustments to the fair value of contingent consideration are recorded to selling, general and administrative expenses in the Statement of Income.

The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $ 33,578 as of November 29, 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.

Contingent consideration liability

The following table provides details of this Level 3 liability.

Holdback Liability

Level 3 balance at beginning of year

Payment of contingent consideration

Reversal of contingent consideration

Initial valuation of holdback liability

Foreign currency translation adjustment

Level 3 balance at end of year

15 unchanged sentences

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 $ 3,445 and $ 5,034 as of November 30, 2024 and December 2, 2023 , respectively, for probable and reasonably estimable environmental remediation costs.

Of the amount reserved, $ 1,055 and $ 2,301 as of November 30, 2024 and December 2, 2023 , respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.

We recorded liabilities of $ 2,625 and $ 3,445 as of November 29, 2025 and November 30, 2024 , respectively, for probable and reasonably estimable environmental remediation costs.

Of the amount reserved, $ 277 and $ 1,055 as of November 29, 2025 and November 30, 2024 , respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.

Currently we are involved in various environmental investigations, clean up activities and administrative proceedings and lawsuits.

27 unchanged sentences

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.

Fuller Company et al.

filed a third amended complaint in their lawsuit against the Company and one of its subsidiaries, which was initiated in September 2022.

The suit is pending in the federal District of Minnesota and seeks damages arising from property damage attributed to alleged defects in grout sold by the Company’s divested North America Flooring business.

As previously disclosed, the court ordered the parties and their insurers to attend a meditation session on October 21 and 22, 2025 .

At that mediation session, the Company and the plaintiffs agreed in principle to settle this matter for up to $ 75.0 million.

Under the proposed settlement, in lieu of funding the maximum settlement amount, the Company’s payment obligations will be limited to validly submitted claims, settlement administration costs, service awards, and plaintiffs’ attorneys’ fees and expenses.

The terms of a definitive settlement agreement are being negotiated and will be subject to court approval.

In light of these developments, the Company concluded that a loss is probable and reasonably estimable and recorded an accrual in anticipation of the settlement of $ 34.8 million ($ 26.3 million after tax) based on a range of possible outcomes.

This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of November 29, 2025.

The Company believes that it is entitled to reimbursement from its insurers for a substantial portion of the potential settlement amount as well as legal fees already incurred and paid and is actively pursuing reimbursement from its insurers.

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.

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.

Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance.

Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization and foreign currency gain/loss, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period.

Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment.

Consistent with our internal management reporting, Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of Project ONE.

Consistent with our internal management reporting, Corporate Unallocated includes and Adjusted EBITDA excludes amounts related to business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of Project ONE.

Corporate assets are not allocated to the operating segments.

Inter-segment revenues are recorded at cost plus a markup for administrative costs.

We have three reportable segments:

Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.

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 America Flooring business, 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 Building Adhesive Solutions operating segment.

All financial results related to North America Flooring have been moved to our Corporate Unallocated segment.

Prior period segment information has been recast retrospectively to reflect the realignment.

The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment.

2 unchanged sentences

Reportable operating segment financial information for all periods presented is as follows:

Hygiene, Health and Consumable Adhesives

$ 1,546,351 $ 1,601,487 $ 1,695,934

Engineering Adhesives

Hygiene, Health

and Consumable

November 29, 2025

$ 1,551,789 $ 1,061,779 $ 860,021 $ 3,473,589 $ - $ 3,473,589

Construction Adhesives

Segment expenses and other items 1

1,307,408 825,810 726,008 2,859,226 ( 6,297 ) 2,852,929

Adjusted EBITDA

$ 244,381 $ 235,969 $ 134,013 $ 614,363 $ 6,297 $ 620,660

Segment operating income (loss)

Hygiene, Health and Consumable Adhesives

Depreciation and amortization

$ 64,423 $ 61,794 $ 51,507 $ 177,724 $ 596 $ 178,320

Engineering Adhesives

1,963,357 1,566,264 1,188,916 4,718,537 464,169 5,182,706

Construction Adhesives

Capital Expenditure

24,059 23,945 18,438 66,442 75,833 142,275

Total segment

Hygiene, Health

and Consumable

November 30, 2024

$ 1,546,545 $ 1,009,031 $ 856,503 $ 3,412,079 $ 156,657 $ 3,568,736

Corporate Unallocated 1

Segment expenses and other items 1

1,300,795 808,519 723,332 2,832,646 142,235 2,974,881

Adjusted EBITDA

$ 245,750 $ 200,512 $ 133,171 $ 579,433 $ 14,422 $ 593,855

Depreciation and amortization

Hygiene, Health and Consumable Adhesives

$ 55,029 $ 53,402 $ 49,919 $ 158,350 $ 16,360 $ 174,710

Engineering Adhesives

1,610,902 1,533,675 1,239,527 4,384,104 549,140 4,933,244

Construction Adhesives

44,173 41,915 41,713

Corporate Unallocated 1

Capital Expenditure

26,271 18,379 36,713 81,363 57,875 139,238

Hygiene, Health

and Consumable

December 2, 2023

$ 1,607,607 $ 973,012 $ 777,518 $ 3,358,137 $ 152,797 $ 3,510,934

Total assets 2

Hygiene, Health and Consumable Adhesives

Segment expenses and other items 1

1,328,533 783,637 670,465 2,782,635 147,461 2,930,096

Engineering Adhesives

Adjusted EBITDA

$ 279,074 $ 189,375 $ 107,053 $ 575,502 $ 5,336 $ 580,838

Construction Adhesives

Depreciation and amortization

$ 51,204 $ 41,464 $ 56,004 $ 148,672 $ 11,169 $ 159,841

1 Segment expenses and other items for all segments primarily include raw material costs, compensation and benefits, delivery expense, rent and lease expense, professional services, travel and entertainment, repairs and maintenance and other manufacturing overhead.

We use both GAAP and non-GAAP financial measures, including Adjusted EBITDA, for operational and financial decision making, and to assess Company and segment business performance.

Adjusted EBITDA is not a measurement of financial performance under U.S.

Our calculation of this non-GAAP measure may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation.

As a result, the use of this non-GAAP measure has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S.

GAAP measures.

The following table provides a reconciliation of the Company’s Adjusted EBITDA to net income attributable to H.B.

Fuller for the years ended November 29, 2025, November 30, 2024 and December 2, 2023:

Reconciliation of Net income attributable to H.B.

Fuller to Adjusted EBITDA

Net income attributable to H.B.

$ 151,967 130,256 144,906

Acquisition project costs

15,412 11,035 16,874

Capital expenditures

Hygiene, Health and Consumable Adhesives

Organizational realignment

31,424 39,996 29,900

Engineering Adhesives

10,237 11,885 9,815

Construction Adhesives

Business divestiture

39,155 ( 1,981 ) ( 611 )

Discrete tax items

7,467 ( 5,469 ) 26,085

1 Consistent with our internal management reporting, Corporate Unallocated amounts in the tables above include net revenue and charges that are not allocated to the Company’s reportable segments.

2 Segment assets include primarily inventory, accounts receivable, property, plant and equipment, goodwill, intangible assets and other miscellaneous assets.

Corporate assets include primarily corporate property, plant and equipment, deferred tax assets, certain investments and other assets.

Reconciliation of segment operating income to income before income taxes and income from equity method investments:

Segment operating income

Income tax effect on adjustments

( 21,054 ) ( 15,811 ) ( 10,604 )

Other (expense) income, net

Adjusted net income attributable to H.B.

234,608 217,178 216,365

3 unchanged sentences

( 4,820 ) ( 4,679 ) ( 3,943 )

Income before income taxes and income from equity method investments

80,717 77,661 78,047

Depreciation and amortization expense 3

177,724 170,573 158,456

Adjusted EBITDA

620,660 593,855 580,838

1 Other includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line for the year ended November 29, 2025.

2 Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B.

3 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B.

Financial information about geographic areas

19 unchanged sentences

Hygiene, Health and Consumable

Building Adhesive

$ 867,316 $ 449,607 $ 465,363 $ - $ 1,782,286

2 unchanged sentences

$ 1,551,789 $ 1,061,779 $ 860,021 $ - $ 3,473,589

December 2, 2023

November 30, 2024

Hygiene, Health and Consumable

Building Adhesive

$ 884,512 $ 414,568 $ 455,280 $ 156,657 $ 1,911,017

4 unchanged sentences

Hygiene, Health and Consumable

Building Adhesive

$ 921,934 $ 379,488 $ 406,647 $ 152,797 $ 1,860,866

2 unchanged sentences

$ 1,607,607 $ 973,012 $ 777,518 $ 152,797 $ 3,510,934

Subsequent Events

On December 2, 2024, we completed the acquisition of Medifill Limited (“Medifill”) for a purchase price of 49,919 Euros, or approximately $ 51,252 .

Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market.

The acquisition establishes European production capabilities for our medical adhesives offerings.

The fair value measurement for this acquisition has not been completed.

The acquisition will be included in our Hygiene, Health and Consumable Adhesives operating segment.

On January 15, 2025, we completed the acquisition of GEM S.r.l.

(“GEM”) for a purchase price of 144,041 Euros, or approximately $ 147,886 .

Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications.

The acquisition establishes a European headquarters for our Medical Adhesives Technologies business and expands the Company's medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets.

The fair value measurement for this acquisition has not been completed.

The acquisition will be included in our Hygiene, Health and Consumable Adhesives operating segment.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data