What changed in this filing

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Item 1. Financial Statements

2026-06-25 compared with 2026-03-26 · 300 added, 157 removed, 534 unchanged (46% of the section changed)

4 unchanged sentences

Three Months Ended

$ 770,844 $ 788,663

Six Months Ended

Cost of sales

( 534,796 ) ( 561,588 )

236,048 227,075

Selling, general and administrative expenses

( 184,450 ) ( 180,628 )

Other income, net

Interest expense

( 32,871 ) ( 32,042 )

Interest income

Income before income taxes and income from equity method investments

27,549 18,712

( 7,422 ) ( 5,945 )

Income from equity method investments

Net income including non-controlling interest

21,045 13,264

Net income attributable to non-controlling interest

Net income attributable to H.B.

$ 21,045 $ 13,248

Earnings per share attributable to H.B.

Fuller common stockholders:

$ 0.38 $ 0.24

Weighted-average common shares outstanding:

54,731 54,998

55,513 56,029

See accompanying Notes to Unaudited Consolidated Financial Statements.

3 unchanged sentences

Three Months Ended

Six Months Ended

Net income including non-controlling interest

$ 21,045 $ 13,264

Other comprehensive income (loss)

Other comprehensive (loss) income:

Foreign currency translation

52,205 ( 20,986 )

Defined benefit pension plans adjustment, net of tax

1 unchanged sentence

Net investment hedges, net of tax

( 9,705 ) 6,994

Other comprehensive income (loss)

42,564 ( 15,009 )

Comprehensive income (loss)

63,609 ( 1,745 )

Other comprehensive (loss) income

Comprehensive income

Comprehensive income attributable to non-controlling interest

Comprehensive income (loss) attributable to H.B.

$ 63,585 $ ( 1,778 )

Comprehensive income attributable to H.B.

See accompanying Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

$ 114,102 $ 107,213

Trade receivables (net of allowances of $ 13,172 and $ 11,922 , as of February 28, 2026 and November 29, 2025, respectively)

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

622,745 564,339

17 unchanged sentences

Current liabilities:

Trade payables

Accounts payable

$ 526,321 $ 470,132

18 unchanged sentences

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

Common stock, par value $ 1.00 per share, shares authorized – 160,000,000 , shares issued and outstanding – 54,476,112 and 54,174,963 as of February 28, 2026 and November 29, 2025, respectively

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

$ 53,786 $ 54,175

20 unchanged sentences

Balance at November 29, 2025

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

Comprehensive income

- - 21,045 42,540 24 63,609

- - ( 12,896 ) - - ( 12,896 )

Stock option exercises

183 7,615 - - - 7,798

Share-based compensation plans and other, net

166 6,356 - - - 6,522

Share-based compensation plans

Repurchases of common stock

( 48 ) ( 2,874 ) - - - ( 2,922 )

Balance at February 28, 2026

$ 54,476 $ 309,114 $ 2,034,220 $ ( 332,505 ) $ - $ 2,065,305

Comprehensive income (loss)

Stock option exercises

Share-based compensation plans

Repurchases of common stock

Balance at May 30, 2026

Fuller Company Stockholders

3 unchanged sentences

Balance at November 30, 2024

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

Comprehensive income (loss)

- - 13,248 ( 15,026 ) 33 ( 1,745 )

- - ( 12,285 ) - - ( 12,285 )

Stock option exercises

33 1,351 - - - 1,384

Share-based compensation plans and other, net

229 5,307 - - - 5,536

Share-based compensation plans

Repurchases of common stock

( 729 ) ( 43,648 ) - - - ( 44,377 )

Balance at March 1, 2025

$ 54,190 $ 285,646 $ 1,925,724 $ ( 488,421 ) $ 1,222 $ 1,778,361

Comprehensive income

Stock option exercises

Share-based compensation plans

Repurchases of common stock

Balance at May 31, 2025

See accompanying Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Three Months Ended

February 28, 2026

March 1, 2025

Six Months Ended

Cash flows from operating activities:

Net income including non-controlling interest

$ 21,045 $ 13,264

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

24,354 21,717

22,011 20,880

Deferred income taxes

( 2,422 ) 5,837

Income from equity method investments, net of dividends received

( 918 ) ( 497 )

Loss (gain) on sale or disposal of assets

Loss on the sale of business

Loss on impairment of intangible asset

Gain on sale or disposal of assets

Share-based compensation

Pension and other post-retirement benefit plan activity

( 1,862 ) ( 1,988 )

Loss on the sale of a business

Pension and other post-retirement plan benefit

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

Trade receivables, net

39,563 13,900

( 28,861 ) ( 27,122 )

( 3,224 ) ( 295 )

Trade payables

3,048 ( 14,272 )

Accounts receivable, net

Accounts payable

Accrued compensation

( 46,425 ) ( 37,913 )

Other accrued expenses

( 12,537 ) ( 11,959 )

Income taxes payable

( 12,699 ) ( 21,854 )

Pension plan assets and liabilities

Other liabilities

( 9,854 ) ( 311 )

Foreign currency remeasurement

( 1,570 ) ( 18,471 )

Net cash used in operating activities

( 3,974 ) ( 52,907 )

Net cash provided by operating activities

Cash flows from investing activities:

Purchased property, plant and equipment

( 57,701 ) ( 32,984 )

Purchased businesses, net of cash acquired

- ( 162,032 )

Proceeds from sale of property, plant and equipment

Payment of holdback on acquisitions

Purchased businesses, net of cash acquired

Purchase of cost method investment

1 unchanged sentence

Net cash used in investing activities

( 57,380 ) ( 121,361 )

Cash flows from financing activities:

Proceeds from issuance of long-term debt

288,100 526,300

Repayment of long-term debt

( 231,441 ) ( 359,535 )

Payment of debt issuance costs

Net payment of notes payable

Dividends paid

( 12,798 ) ( 12,193 )

Proceeds from stock options exercised

Repurchases of common stock

( 2,922 ) ( 44,377 )

Net cash provided by financing activities

48,737 111,415

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

13,281 ( 756 )

Net change in cash and cash equivalents

664 ( 63,609 )

Cash and cash equivalents at beginning of period

107,213 169,352

Cash and cash equivalents at end of period

$ 107,877 $ 105,743

See accompanying Notes to Unaudited Consolidated Financial Statements.

15 unchanged sentences

New Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update ("ASU") No.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

15 unchanged sentences

The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements.

The outstanding payment obligations that were confirmed as valid and remained outstanding as of February 28, 2026 , and November 29, 2025 , were approxi mately $ 8,633 and $ 7,379 , respectively.

The outstanding payment obligations that were confirmed as valid and remained outstanding as of May 30, 2026 , and November 29, 2025 , were approxi mately $ 6,982 and $ 7,379 , respectively.

These obligations under the Company’s supplier finance programs are included in accounts payable in the Consolidated Balance Sheets, and the associated payments are reflected in the cash flows from operating activities section of the Consolidated Statements of Cash Flows.

Short-term notes classified as long-term debt

As of February 28, 2026, the Company had 10 -year unsecured public notes with an aggregate principal balance of $ 300,000 and a fixed coupon rate of 4.0 percent due February 15, 2027, classified as long term debt on the accompanying Consolidated Balance Sheets based on the Company’s intent and ability to refinance the notes on a long‑term basis.

As of May 30, 2026 , the Company had 10 -year unsecured public notes with an aggregate principal balance of $ 300,000 and a fixed coupon rate of 4.0 percent due February 15, 2027, classified as long term debt on the accompanying Consolidated Balance Sheets based on the Company’s intent and ability to refinance the notes on a long‑term basis.

The Company maintains a revolving credit facility with maturity extending beyond twelve months from the balance sheet date and sufficient borrowing capacity to replace the notes with a long-term financing facility.

5 unchanged sentences

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

The acquisition fair value measurement was preliminary as of February 28, 2026 and includes goodwill of $ 3,960 , other intangible assets of $ 3,300 and other net assets of $ 642 .

The acquisition fair value measurement was preliminary as of May 30, 2026 and includes goodwill of $ 3,960 , other intangible assets of $ 3,300 and other net assets of $ 642 .

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

8 unchanged sentences

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

Goodwill is not deductible for tax purposes.

Goodwill is deductible for tax purposes.

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

3 unchanged sentences

The transaction includes a 30,000 Euro holdback to be paid in three annual tranches beginning one year after the date of acquisition with the first payment made during the first quarter 2026.

The fair value of the holdback was 22,617 Euros and is included in the total purchase price.

The fair value of the remaining holdback was $ 22,494 as of May 30, 2026 .

See Note 11 for more information on the fair value of the holdback.

10 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 were implemented in the second quarter of fiscal year 2023 and were completed as of November 29, 2025.

Remaining cash payments will continue into fiscal year 2026.

In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $ 85,000 to $ 90,000 for severance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

The Plans were implemented in the second quarter of fiscal year 2023 and are expected to be completed during fiscal year 2026.

In implementing the Plans, the Company currently expects to incur pre-tax costs of approxim ately $ 85,000 to $ 90,000 for s everance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

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

Three Months Ended

February 28, 2026

March 1, 2025

Six Months Ended

Cost of sales

$ 364 $ ( 19 ) $ 1,984 $ 2,935

Selling, general and administrative

90 2,195 465 2,752

Other expense, net

120 - 1,316 -

$ 574 $ 2,176 $ 3,765 $ 5,687

The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.

A summary of the restructuring liability is presented below:

A summary of the other restructuring liability is presented below:

Employee-Related

1 unchanged sentence

Balance at November 30, 2024

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

Expenses incurred

9,390 ( 547 ) 3,102 11,945

Non-cash charges

- 547 ( 580 ) ( 33 )

Cash payments

( 14,143 ) - ( 2,522 ) ( 16,665 )

Foreign currency translation

Balance at November 29, 2025

$ 4,037 $ - $ - $ 4,037

Expenses incurred

1,054 1,340 1,371 3,765

Non-cash charges

- ( 1,340 ) ( 1,258 ) ( 2,598 )

Cash payments

( 4,507 ) - ( 113 ) ( 4,620 )

Foreign currency translation

Balance at February 28, 2026

( 10 ) - - ( 10 )

Balance at May 30, 2026

$ 574 $ - $ - $ 574

Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets, impairments of certain long-lived assets, the recording of an inventory provision related to the discontinuance of certain products, and inventory disposals.

1 unchanged sentence

Other Restructuring

During the first quarter of 2026, the Company approved other restructuring actions related to global footprint optimization.

The other restructuring actions began to be implemented in the first quarter of 2026 and are currently expected to be completed during fiscal year 2028.

The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025.

The Company incurred $ 4,924 of expenses in the fourth quarter of 2025 associated with these actions.

These actions are currently expected to be completed during fiscal year 2028.

Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027.

In implementing the other restructuring actions, the Company currently expects to incur pre-tax costs of approximately $ 10,200 to $ 12,200 for severance and related employee costs globally, and other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the actions.

In implementing the other restructuring actions, the Company currently expects to incur pre-tax costs of approxim ately $ 11,200 to $ 13,000 for severance and related employee costs globally, and other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the actions.

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

Three Months Ended

February 28, 2026

March 1, 2025

Six Months Ended

Cost of sales

$ 978 $ - $ 4,898 $ -

Selling, general and administrative

1,194 - 2,105 -

Other income, net

( 8 ) - ( 8 ) -

$ 2,164 $ - $ 6,995 $ -

The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.

2 unchanged sentences

Asset-Related

Balance at November 30, 2024

$ - $ - $ - $ -

Expenses incurred

4,924 - - 4,924

Balance at November 29, 2025

$ 4,924 $ - $ - $ 4,924

Expenses incurred

4,055 2,908 32 6,995

Non-cash charges

- ( 2,908 ) ( 32 ) ( 2,940 )

Cash payments

( 3,728 ) - - ( 3,728 )

Foreign currency translation

Balance at February 28, 2026

( 50 ) - - ( 50 )

Balance at May 30, 2026

$ 5,201 $ - $ - $ 5,201

Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets and impairments of certain long-lived assets.

Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

The composition of inventories is as follows:

The composition of inventory is as follows:

Raw materials

$ 233,720 $ 199,031

Finished goods

Total inventories

293,017 272,932

Total inventory

$ 526,737 $ 471,963

Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the three months ended February 28, 2026 is presented below:

Hygiene, Health

The goodwill activity by reportable segment for the six months ended May 30, 2026 is presented below:

Hygiene, Health Building

and Consumable

Balance at November 29, 2025

$ 517,763 $ 610,107 $ 552,189 $ 1,680,059

1,048 ( 614 ) - 434

Foreign currency translation effect

Balance at February 28, 2026

8,357 ( 1,196 ) 5,827 12,988

Balance at May 30, 2026

$ 527,168 $ 608,297 $ 558,016 $ 1,693,481

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

February 28, 2026

Amortizable Intangible Assets

1 unchanged sentence

Original cost

$ 233,459 $ 965,437 $ 81,406 $ 1,280,302

Accumulated amortization

( 66,319 ) ( 409,827 ) ( 37,530 ) ( 513,676 )

Net identifiable intangibles

$ 167,140 $ 555,610 $ 43,876 $ 766,626

November 29, 2025

2 unchanged sentences

Original cost

$ 232,522 $ 998,889 $ 81,228 $ 1,312,639

- - ( 734 ) ( 734 )

Accumulated amortization

( 57,778 ) ( 414,706 ) ( 33,554 ) ( 506,038 )

Net identifiable intangibles

Amortization expense with respect to amortizable intangible assets was $ 22,011 and $ 20,880 for the three months ended February 28, 2026 and March 1, 2025 , respectively.

$ 174,744 $ 584,183 $ 46,940 $ 805,867

Amortization expense with respect to amortizable intangible assets was $ 21,635 and $ 21,563 for the three months ended May 30, 2026 and May 31, 2025 , respectively, and was $ 43,646 and $ 42,443 for the six months ended May 30, 2026 and May 31, 2025 , respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:

Amortization expense

$ 51,615 $ 107,382 $ 108,963 $ 102,741 $ 75,189 $ 320,736

The above amortization expense forecast is an estimate.

1 unchanged sentence

Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

Three Months Ended February 28, 2026 and March 1, 2025

Three Months Ended May 30, 2026 and May 31, 2025

Pension Benefits

1 unchanged sentence

Net periodic (benefit) cost:

$ - $ - $ 322 $ 385 $ - $ -

Interest cost

3,097 3,242 1,657 1,495 218 249

Expected return on assets

( 5,782 ) ( 5,717 ) ( 1,831 ) ( 1,685 ) ( 3,801 ) ( 3,484 )

Amortization:

Prior service cost

- - 30 29 - -

Actuarial loss (gain)

1,895 1,953 482 490 ( 2,429 ) ( 2,277 )

Net periodic (benefit) cost

$ ( 790 ) $ ( 522 ) $ 660 $ 714 $ ( 6,012 ) $ ( 5,512 )

Six Months Ended May 30, 2026 and May 31, 2025

Pension Benefits

Postretirement

Net periodic (benefit) cost:

$ - $ - $ 645 $ 753 $ - $ -

Interest cost

6,195 6,484 3,321 2,937 437 498

Expected return on assets

( 11,565 ) ( 11,434 ) ( 3,669 ) ( 3,309 ) ( 7,603 ) ( 6,968 )

Amortization:

Prior service cost

- - 61 56 - -

Actuarial loss (gain)

3,789 3,906 966 965 ( 4,858 ) ( 4,554 )

Settlement charge

- - 123 - - -

Net periodic (benefit) cost

$ ( 1,581 ) $ ( 1,044 ) $ 1,447 $ 1,402 $ ( 12,024 ) $ ( 11,024 )

Service cost is included with employee compensation cost in cost of sales and selling, general and administrative expenses in the Consolidated Statements of Income.

2 unchanged sentences

The following table provides details of total comprehensive income (loss):

Three Months Ended February 28, 2026

Three Months Ended March 1, 2025

Three Months Ended May 30, 2026

Three Months Ended May 31, 2025

Fuller Stockholders

2 unchanged sentences

Fuller and non-controlling interest

$ 67,805 $ - $ 41,828 $ 17

Foreign currency translation¹

$ ( 15,913 ) $ - ( 15,913 ) - $ 123,602 $ - 123,602 48

Defined benefit pension plans adjustment²

( 22 ) 8 ( 14 ) - 194 ( 53 ) 141 -

Interest rate swaps³

9,107 ( 2,216 ) 6,891 - ( 3,206 ) 780 ( 2,426 ) -

Net investment hedges³

7,880 ( 1,917 ) 5,963 - ( 60,068 ) 14,619 ( 45,449 ) -

Other comprehensive income (loss)

$ 1,052 $ ( 4,125 ) $ ( 3,073 ) $ - $ 60,522 $ 15,346 $ 75,868 $ 48

Comprehensive income (loss)

$ 64,732 $ - $ 117,696 $ 65

Six Months Ended May 30, 2026

Six Months Ended May 31, 2025

Fuller Stockholders

Net income attributable to H.B.

Fuller and non-controlling interest

$ 88,850 $ - $ 55,076 $ 33

Foreign currency translation¹

$ 36,268 $ - 36,268 24 $ 102,599 $ - 102,599 65

Defined benefit pension plans adjustment²

( 12 ) 16 4 - 373 ( 102 ) 271 -

Interest rate swaps³

9,168 ( 2,231 ) 6,937 - ( 4,722 ) 1,149 ( 3,573 ) -

Net investment hedges³

( 4,946 ) 1,204 ( 3,742 ) - ( 50,824 ) 12,369 ( 38,455 ) -

Other comprehensive income (loss)

$ 40,478 $ ( 1,011 ) $ 39,467 $ 24 $ 47,426 $ 13,416 $ 60,842 $ 65

Comprehensive income

$ 128,317 $ 24 $ 115,918 $ 98

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

2 unchanged sentences

The components of accumulated other comprehensive loss are as follows:

February 28, 2026

Foreign currency translation adjustment

2 unchanged sentences

( 67,160 ) ( 67,160 ) -

Interest rate swap, net of taxes of $ 4,444

Interest rate swaps, net of taxes of $ 2,228

( 6,929 ) ( 6,929 ) -

10 unchanged sentences

( 67,164 ) ( 67,164 ) -

Interest rate swap, net of taxes of $ 4,459

Interest rate swaps, net of taxes of $ 4,459

( 13,866 ) ( 13,866 ) -

5 unchanged sentences

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

Income tax expense for the three months ended February 28, 2026 includes $ 98 of discrete tax expense relating to various U.S.

Income tax expense for the three and six months ended May 30, 2026 includes $ 356 of discrete tax expense and $ 454 of discrete tax expense, respectively, relating to various U.S.

and foreign tax matters.

Excluding the discrete tax expense, the overall effective tax rate was 26.6 percent for the three months ended February 28, 2026 .

Income tax expense for the three months ended March 1, 2025 includes $ 992 of discrete tax expense relating to various U.S.

Excluding the discrete tax expense, the overall effective tax rate was 27.4 percent and 27.2 percent for the three and six months ended May 30, 2026 , respectively.

Income tax expense for the three and six months ended May 31, 2025 includes $ 13,961 of discrete tax expense and $ 14,952 of discrete tax expense, respectively, relating to the impact of withholding tax recorded on earnings that are no longer permanently reinvested as well as other various U.S.

and foreign tax matters.

Excluding the discrete tax expense, the overall effective tax rate was 26.5 percent for the three months ended March 1, 2025 .

As of February 28, 2026 , we had a liability of $ 8,969 recorded for gross unrecognized tax benefits (excluding interest) compared to $ 9,206 as of November 29, 2025 .

As of February 28, 2026 and November 29, 2025 , we had accrued $ 1,976 and $ 2,158 of gross interest relating to unrecognized tax benefits, respectively.

Excluding the discrete tax expense, the overall effective tax rate was 25.7 percent and 25.8 percent for the three and six months ended May 31, 2025 , respectively.

As of May 30, 2026 , we had a liability of $ 8,445 recorded for gross unrecognized tax benefits (excluding interest) compared to $ 9,206 as of November 29, 2025 .

As of May 30, 2026 and November 29, 2025 , we had accrued $ 1,890 and $ 2,158 of gross interest relating to unrecognized tax benefits, respectively.

Earnings Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

(Shares in thousands)

Weighted-average common shares - basic

54,430 54,443 54,580 54,721

Equivalent shares from share-based compensations plans

639 509 711 769

Weighted-average common and common equivalent shares diluted

55,069 54,952 55,291 55,490

Basic earnings per share is calculated by dividing net income attributable to H.B.

4 unchanged sentences

Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.

Share-based compensation awards of 2,908,350 and 2,140,479 shares for the three months ended February 28, 2026 and March 1, 2025 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Share-based compensation awards of 2,658,590 and 2,126,260 shares for the three months ended May 30, 2026 and May 31, 2025 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Share-based compensation awards of 2,886,227 and 2,187,436 shares for the six months ended May 30, 2026 and May 31, 2025 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Financial Instruments

14 unchanged sentences

On February 28, 2023, after refinancing our debt, we amended t he interest rate swap agreement to our 1 -month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform .

The combined fair value of the interest rate swap was a liability of $ 3,882 at February 28, 2026 and was included in other liabilities in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was an asset of $ 467 at May 30, 2026 and was included in other assets 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 a liability of $ 3,183 at February 28, 2026 and was included in other liabilities in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was an asset of $ 371 at May 30, 2026 and was included in other assets in the Consolidated Balance Sheets.

The swap was designated for hedge accounting treatment as a cash flow hedge.

We are applying the hypothetical deriv ative method to assess hedge effectiveness for this interest rate swap.

Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.

Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

On March 16, 2023, we entered into an interest rate swap agreement to convert $ 100,000 of our 1 -month SOFR debt to a fixed rate of 3.8990 percent that matures on February 15, 2028.

The combined fair value of the interest rate swap was a liability of $ 1,370 a t February 28, 2026 and was included i n other liabilities in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was a liability of $ 166 at May 30, 2026 and was included i n other liabilities in the Consolidated Balance Sheets.

The swap was designated for hedge accounting treatment as a cash flow hedge.

We are applying the hypothetical derivative method to assess hedge effectiveness for these interest rate swaps.

Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.

The amounts of pretax income (loss) recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap.

Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

The amounts of pretax income (loss) recognized in Other Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

Three Months Ended

February 28, 2026

March 1, 2025

Six Months Ended

Interest rate swap contracts

$ 9,107 $ ( 3,206 ) $ 9,168 $ ( 4,722 )

Fair Value Hedges

4 unchanged sentences

These interest rate swap agreements mature on October 15, 2028.

The combined fair value of the interest rate swaps wa s a liability of $ 18,230 a t February 28, 2026 , and was included in ot her liabilities i n the Consolidated Balance Sheets.

The combined fair value of the interest rate swaps wa s a liability of $ 21,014 at May 30, 2026 , and was included in ot her liabilities i n the Consolidated Balance Sheets.

The swaps were designated for hedge accounting treatment as fair value hedges.

2 unchanged sentences

Net Investment Hedges

On March 25, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €100,000 maturing in March 2029.

On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of €307,173 maturing in October 2028.

5 unchanged sentences

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

As of February 28, 2026 , the combined fair value of the swaps w as a liability of $ 125,854 and was included in other liabilities in the Consol idated Balance Sheets.

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

As of May 30, 2026 , the combined fair value of the swaps w as a liability of $ 119,332 and was included in other liabilities in the Consol idated Balance Sheets.

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

dollar denominated subsidiaries.

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

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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 $ 95,315 as of February 28, 2026 .

The amounts of pretax loss recognized in comprehensive income related to the net investment he dge was $ 12,826 f or the three months ended February 28, 2026 .

As of February 28, 2026 , we reclassifi ed $ 89 of l osses into earnings from net investment hedges and we expect to recla ssify $ 357 of losses into earnings within the next twelve months.

The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency sw aps was an after-tax loss of $ 89,352 as of May 30, 2026 .

The amounts of pretax gain recognized in other comprehensive income related to the net investment he dge was $ 7,880 f or the three months ended May 30, 2026 .

As of May 30, 2026 , we reclassifi ed $ 89 of loss es into earnings from net investment hedges and we expect to recla ssify $ 263 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 $ 701 .

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See Note 11 for the fair value amounts of these derivative instruments.

As of February 28, 2026 , we had forward foreign currency contracts maturing between March 2, 2026 a nd July 8, 2026.

As of May 30, 2026 , we had forward foreign currency contracts maturing between June 1, 2026 and October 7, 2026.

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

The amounts of pre tax gains recognized in other income, net related to derivative instruments not designated as hedging instruments for the three months ended February 28, 2026 and March 1, 2025 wer e $ 2,920 a nd $ 40 , respectively.

The amounts of pre tax losses recognized in other income, net related to derivative instruments not designated as hedging instruments for the six months ended May 30, 2026 and May 31, 2025 wer e $ 81 a nd $ 3,453 , respectively.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries.

As of February 28, 2026 , there were no significant concentrations of credit risk.

As of May 30, 2026 , there w ere no signific ant concentrations of credit risk.

Fair Value Measurements

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Balances Measured at Fair Value on a Recurring Basis

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of February 28, 2026 and November 29, 2025 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of May 30, 2026 and November 29, 2025 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using:

Marketable securities

$ 9,349 $ 9,349 $ - $ -

Foreign exchange contract assets

Interest rate swaps, cash flow hedge assets

Foreign exchange contract liabilities

$ 105 $ - $ 105 $ -

Interest rate swaps, cash flow hedge liabilities

Interest rate swaps, fair value hedge liabilities

21,014 - 21,014 -

Net investment hedge liabilities

119,332 - 119,332 -

Holdback liability

22,494 - - 22,494

Fair Value Measurements Using:

Marketable securities

$ 4,352 $ 4,352 $ - $ -

Foreign exchange contract assets

Interest rate swaps, cash flow hedge assets

4,841 - 4,841 -

Foreign exchange contract liabilities

$ 635 $ - $ 635 $ -

Interest rate swaps, cash flow hedge liabilities

8,498 - 8,498 -

Interest rate swaps, fair value hedge liabilities

20,481 - 20,481 -

Net investment hedge liabilities

113,144 - 113,144 -

Holdback liability

The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $ 22,617 as of February 28, 2026 .

33,578 - - 33,578

The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $ 22,494 as of May 30, 2026 .

Adjustments to the fair value of the holdback are recorded to interest expense in the Statement of Income.

4 unchanged sentences

Foreign currency translation adjustment

Balance at February 28, 2026

Balance at May 30, 2026

Balances Measured at Fair Value on a Nonrecurring Basis

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Balances Disclosed at Fair Value

Long-term debt had an estimated fair value of $ 2,115,526 a nd $ 2,041,062 as of February 28, 2026 and November 29, 2025 , respectively.

Long-term debt had an estimated fair value of $ 2,085,425 a nd $ 2,041,062 as of May 30, 2026 and November 29, 2025 , respectively.

The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities.

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To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision.

We recorded liabilities of $ 2,666 and $ 2,625 as of February 28, 2026 and November 29, 2025 , respectively, for probable and reasonably estimable environmental remediation costs.

We recorded liabilities of $ 5,183 and $ 2,625 as of May 30, 2026 and November 29, 2025 , respectively, for probable and reasonably estimable environmental remediation costs.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

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A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:

Three Months Ended

Six Months Ended

3 Years Ended

February 28, 2026

March 1, 2025

November 29, 2025

1 unchanged sentence

Settlement amounts

$ 538 $ 234 $ 5,882

Insurance payments received or expected to be received

$ 395 $ 154 $ 3,547

We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured.

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

The terms of a definitive settlement agreement will be subject to court approval.

On June 10, 2026, the court granted preliminary approval of the terms of a definitive settlement agreement.

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

This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of February 28, 2026 and November 29, 2025.

This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of May 30, 2026 and November 29, 2025 .

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

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Upon repurchasing shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital.

During the first quarter of 2026 , we did not repurchase shares under this program.

During the first quarter of 2025 , we repurchased shares under this program with an aggregate value of $ 41,153 .

During the second quarter and six months ended May 30, 2026 , we repurchased shares under this program with an aggregate value of $ 45,579 .

Of this amount, $ 750 reduced common stock and $ 44,829 reduced additional paid-in capital.

During the second quarter of 2025 , we repurchased shares under this program with an aggregate value of $ 15,777 .

Of this amount, $ 300 reduced common stock and $ 15,477 reduced additional paid-in capital.

During the six months ended May 31, 2025 , we repurchased shares under this program with an aggregate value of $ 56,930 .

Of this amount, $ 978 reduced common stock and $ 55,953 reduced additional paid-in capital.

Our three reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.

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Corporate assets are not allocated to the operating segments.

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

See below for a reconciliation of Adjusted EBITDA to net income attributable H.B.

Fuller as reflected in the audited consolidated statement of income.

Fuller as reflected in the Consolidated Statements of Income.

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

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and Consumable

February 28, 2026

$ 421,861 $ 283,239 $ 245,171 $ 950,271 $ - $ 950,271

Segment expenses and other items 1

346,297 219,695 203,757 769,749 ( 523 ) 769,226

Adjusted EBITDA

$ 75,564 $ 63,544 $ 41,414 $ 180,522 $ 523 $ 181,045

Depreciation and amortization

16,702 15,586 13,527 45,815 238 46,053

Capital Expenditures

7,884 8,379 3,978 20,241 26,438 46,679

Hygiene, Health

1 unchanged sentence

and Consumable

March 1, 2025

$ 397,475 $ 276,418 $ 224,202 $ 898,095 $ - $ 898,095

Segment expenses and other items 1

335,512 213,077 186,667 735,256 ( 2,821 ) 732,435

Adjusted EBITDA

$ 61,963 $ 63,341 $ 37,535 $ 162,839 $ 2,821 $ 165,660

Depreciation and amortization

16,353 15,393 12,867 44,613 70 44,683

Capital Expenditures

1,295 3,458 4,287 9,040 22,510 31,550

Hygiene, Health

Six Months Ended

and Consumable

$ 768,388 $ 525,688 $ 427,039 $ 1,721,115 $ - $ 1,721,115

Segment expenses and other items 1

644,787 413,985 364,015 1,422,787 ( 1,421 ) 1,421,366

Adjusted EBITDA

$ 123,601 $ 111,703 $ 63,024 $ 298,328 $ 1,421 $ 299,749

Depreciation and amortization

33,255 31,508 27,075 91,838 580 92,418

Capital Expenditure

17,789 14,987 12,210 44,986 59,394 104,380

Hygiene, Health

Six Months Ended

and Consumable

$ 765,700 $ 513,177 $ 407,881 $ 1,686,758 $ - $ 1,686,758

Segment expenses and other items 1

656,846 405,648 348,544 1,411,038 ( 4,296 ) 1,406,742

Adjusted EBITDA

$ 108,854 $ 107,529 $ 59,337 $ 275,720 $ 4,296 $ 280,016

Depreciation and amortization

31,083 30,559 25,538 87,180 100 87,280

Capital Expenditure

3,582 10,457 10,725 24,764 39,770 64,534

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.

2 unchanged sentences

Three Months Ended

Six Months Ended

Net income attributable to H.B.

$ 67,805 $ 41,828 $ 88,850 $ 55,076

Acquisition project costs

1,395 3,602 2,325 13,430

Organizational realignment

4,413 6,635 14,435 15,409

2,387 2,581 5,440 5,646

3,024 44 2,929 44

Discrete tax items

356 13,961 454 14,952

Income tax effect on adjustments

( 1,848 ) ( 3,999 ) ( 5,386 ) ( 9,907 )

Adjusted net income attributable to H.B.

77,532 64,652 109,047 94,650

Interest expense 2

32,584 34,484 64,957 66,514

Interest income

( 1,961 ) ( 854 ) ( 4,030 ) ( 1,954 )

Adjusted Income taxes

27,075 22,765 37,937 33,626

Depreciation and Amortization expense 3

45,815 44,613 91,838 87,180

Adjusted EBITDA

$ 181,045 $ 165,660 $ 299,749 $ 280,016

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

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

1 unchanged sentence

We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods:

Three Months Ended February 28, 2026

Three Months Ended May 30, 2026

Hygiene, Health

and Consumable

Three Months Ended March 1, 2025

$ 226,877 $ 122,710 $ 133,082 $ 482,669

132,821 70,907 92,333 296,061

62,163 89,622 19,756 171,541

$ 421,861 $ 283,239 $ 245,171 $ 950,271

Three Months Ended May 31, 2025

Hygiene, Health

and Consumable

$ 228,018 $ 119,161 $ 126,461 $ 473,640

118,238 61,553 82,073 261,864

51,219 95,704 15,668 162,591

$ 397,475 $ 276,418 $ 224,202 $ 898,095

Six Months Ended May 30, 2026

Hygiene, Health

and Consumable

$ 416,020 $ 227,869 $ 226,779 $ 870,668

237,176 125,299 166,526 529,001

115,192 172,520 33,734 321,446

$ 768,388 $ 525,688 $ 427,039 $ 1,721,115

Six Months Ended May 31, 2025

Hygiene, Health

and Consumable

$ 435,372 $ 216,370 $ 222,161 $ 873,903

229,005 111,816 157,236 498,057

101,323 184,991 28,484 314,798

$ 765,700 $ 513,177 $ 407,881 $ 1,686,758

Subsequent Event

On June 25, 2026, the Company issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the board of directors of the Company and the board of directors of Advanced Medical Solutions Group plc (“AMS”) had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of AMS.

The acquisition price values the entire issued and to be issued ordinary share capital of AMS at approximately 659,000 British pounds ( 285 pence per share) and implies an enterprise value of approximately 715,000 British pounds.

The transaction is expected to close by the end of the calendar year, subject to certain regulatory approvals, AMS shareholder approval and other customary closing conditions.

In connection with the Company’s acquisition of AMS, the Company entered into (i) a Term Loan and Revolving Facility Secured Bridge Credit Agreement (the “Secured Bridge Credit Agreement”) and (ii) a Term Loan Unsecured Bridge Credit Agreement (the “Unsecured Bridge Credit Agreement” and, together with the Secured Bridge Credit Agreement, the “Bridge Credit Agreements”) on June 25, 2026 to provide the Company certain borrowings in an aggregate amount of up to $ 3.0 billion.

To the extent any borrowings are made under the Bridge Credit Agreements, such loans will mature 364 days after the closing date of the AMS acquisition.

To the extent any borrowings are made under the Secured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to a base rate plus a rate of (i) 0.75 % or (ii) 1.75 %, as determined therein, with interest rate increases of 0.25 % per 90 days.

To the extent any borrowings are made under the Unsecured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to a base rate plus a rate of (i) 1.50 % or (ii) 2.50 %, as determined therein, with interest rate increases of 0.25 % per 90 days.

The Bridge Credit Agreements contain customary representations and warranties, events of default, and affirmative and negative covenants.

On June 25, 2026, the Company entered into a foreign exchange forward transaction to mitigate the impact of variability in exchange rates on the AMS acquisition’s British pound-based purchase price.

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-Q

Item 1. Financial Statements