Item 1. Financial Statements
Item 1. Financial Statements
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
Six Months Ended
May 30,
May 31,
May 30,
May 31,
2026
2025
2026
2025
Net revenue
$
950,271
$
898,095
$
1,721,115
$
1,686,758
Cost of sales
( 630,617
)
( 611,711
)
( 1,165,413
)
( 1,173,299
)
Gross profit
319,654
286,384
555,702
513,459
Selling, general and administrative expenses
( 202,365
)
( 186,340
)
( 386,816
)
( 366,968
)
Other income, net
5,627
7,141
12,377
10,347
Interest expense
( 32,756
)
( 34,865
)
( 65,627
)
( 66,906
)
Interest income
1,961
854
4,034
1,954
Income before income taxes and income from equity method investments
92,121
73,174
119,670
91,886
Income taxes
( 25,584
)
( 32,726
)
( 33,006
)
( 38,671
)
Income from equity method investments
1,268
1,397
2,186
1,894
Net income including non-controlling interest
67,805
41,845
88,850
55,109
Net income attributable to non-controlling interest
-
( 17
)
-
( 33
)
Net income attributable to H.B. Fuller
$
67,805
$
41,828
$
88,850
$
55,076
Earnings per share attributable to H.B. Fuller common stockholders:
Basic
$
1.25
$
0.77
$
1.63
$
1.01
Diluted
$
1.23
$
0.76
$
1.61
$
0.99
Weighted-average common shares outstanding:
Basic
54,430
54,443
54,580
54,721
Diluted
55,069
54,952
55,291
55,490
See accompanying Notes to Unaudited Consolidated Financial Statements.
3
Table of Contents
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
May 30,
May 31,
May 30,
May 31,
2026
2025
2026
2025
Net income including non-controlling interest
$
67,805
$
41,845
$
88,850
$
55,109
Other comprehensive (loss) income:
Foreign currency translation
( 15,913
)
123,650
36,292
102,664
Defined benefit pension plans adjustment, net of tax
( 14
)
141
4
271
Interest rate swaps, net of tax
6,891
( 2,426
)
6,937
( 3,573
)
Net investment hedges, net of tax
5,963
( 45,449
)
( 3,742
)
( 38,455
)
Other comprehensive (loss) income
( 3,073
)
75,916
39,491
60,907
Comprehensive income
64,732
117,761
128,341
116,016
Less: Comprehensive income attributable to non-controlling interest
-
65
24
98
Comprehensive income attributable to H.B. Fuller
$
64,732
$
117,696
$
128,317
$
115,918
See accompanying Notes to Unaudited Consolidated Financial Statements.
4
Table of Contents
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
May 30,
November 29,
2026
2025
Assets
Current assets:
Cash and cash equivalents
$ 114,102 $ 107,213
Accounts receivable (net of allowances of $ 12,712 and $ 11,922 , as of May 30, 2026 and November 29, 2025, respectively)
622,745 564,339
Inventory
526,737 471,963
Other current assets
135,836 119,750
Total current assets
1,399,420 1,263,265
Property, plant and equipment
2,034,140 1,956,209
Accumulated depreciation
( 1,066,347 ) ( 1,020,948 )
Property, plant and equipment, net
967,793 935,261
Goodwill
1,693,481 1,680,059
Other intangibles, net
766,626 805,867
Other assets
501,473 498,254
Total assets
$ 5,328,793 $ 5,182,706
Liabilities, non-controlling interest and total equity
Current liabilities:
Accounts payable
$ 526,321 $ 470,132
Accrued compensation
95,728 114,302
Income taxes payable
19,909 25,018
Other accrued expenses
137,103 133,907
Total current liabilities
779,061 743,359
Long-term debt
2,072,151 2,016,937
Accrued pension liabilities
51,281 51,317
Other liabilities
343,836 367,899
Total liabilities
$ 3,246,329 $ 3,179,512
Commitments and contingencies (Note 13)
Equity
H.B. Fuller stockholders' equity:
Preferred stock ( no shares outstanding) shares authorized – 10,045,900
- -
Common stock, par value $ 1.00 per share, shares authorized – 160,000,000 , shares issued and outstanding – 53,785,879 and 54,174,963 as of May 30, 2026 and November 29, 2025, respectively
$ 53,786 $ 54,175
Additional paid-in capital
275,507 298,017
Retained earnings
2,088,749 2,026,071
Accumulated other comprehensive loss
( 335,578 ) ( 375,045 )
Total H.B. Fuller stockholders' equity
2,082,464 2,003,218
Non-controlling interest
- ( 24 )
Total equity
2,082,464 2,003,194
Total liabilities, non-controlling interest and total equity
$ 5,328,793 $ 5,182,706
See accompanying Notes to Unaudited Consolidated Financial Statements.
5
Table of Contents
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Total Equity
(In thousands)
(Unaudited)
H.B. Fuller Company Stockholders
Accumulated
Additional
Other
Common
Paid-in
Retained
Comprehensive
Non-Controlling
Stock
Capital
Earnings
Income (Loss)
Interest
Total
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
Dividends
-
-
( 12,896
)
-
-
( 12,896
)
Stock option exercises
183
7,615
-
-
-
7,798
Share-based compensation plans
166
6,356
-
-
-
6,522
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)
-
-
67,805
( 3,073
)
-
64,732
Dividends
-
-
( 13,276
)
-
-
( 13,276
)
Stock option exercises
49
2,419
-
-
-
2,468
Share-based compensation plans
12
9,072
-
-
-
9,084
Repurchases of common stock
( 751
)
( 45,098
)
-
-
-
( 45,849
)
Balance at May 30, 2026
$
53,786
$
275,507
$
2,088,749
$
( 335,578
)
$
-
$
2,082,464
H.B. Fuller Company Stockholders
Accumulated
Additional
Other
Common
Paid-in
Retained
Comprehensive
Non-Controlling
Stock
Capital
Earnings
Income (Loss)
Interest
Total
Balance at November 30, 2024
$
54,657
$
322,636
$
1,924,761
$
( 473,395
)
$
1,189
$
1,829,848
Comprehensive income (loss)
-
-
13,248
( 15,026
)
33
( 1,745
)
Dividends
-
-
( 12,285
)
-
-
( 12,285
)
Stock option exercises
33
1,351
-
-
-
1,384
Share-based compensation plans
229
5,307
-
-
-
5,536
Repurchases of common stock
( 729
)
( 43,648
)
-
-
-
( 44,377
)
Balance at March 1, 2025
$
54,190
$
285,646
$
1,925,724
$
( 488,421
)
$
1,222
$
1,778,361
Comprehensive income
-
-
41,828
75,868
65
117,761
Dividends
-
-
( 12,767
)
-
-
( 12,767
)
Stock option exercises
32
1,060
-
-
-
1,092
Share-based compensation plans
33
7,793
-
-
-
7,826
Repurchases of common stock
( 302
)
( 15,986
)
-
-
-
( 16,288
)
Balance at May 31, 2025
$
53,953
$
278,513
$
1,954,785
$
( 412,553
)
$
1,287
$
1,875,985
See accompanying Notes to Unaudited Consolidated Financial Statements.
6
Table of Contents
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
May 30, 2026
May 31, 2025
Cash flows from operating activities:
Net income including non-controlling interest
$
88,850
$
55,109
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation
48,772
44,837
Amortization
43,646
42,443
Deferred income taxes
( 9,098
)
( 14,068
)
Income from equity method investments, net of dividends received
( 2,186
)
( 1,894
)
Loss on the sale of business
-
1,515
Loss on impairment of intangible asset
-
478
Gain on sale or disposal of assets
( 833
)
( 101
)
Share-based compensation
12,580
12,003
Pension and other post-retirement plan benefit
( 12,239
)
( 11,039
)
Change in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net
( 53,893
)
( 28,942
)
Inventory
( 51,313
)
( 40,182
)
Other assets
( 9,291
)
2,364
Accounts payable
80,473
11,602
Accrued compensation
( 19,643
)
( 23,494
)
Other accrued expenses
13,522
1,097
Income taxes payable
( 10,287
)
( 10,587
)
Pension plan assets and liabilities
698
76
Other liabilities
( 6,052
)
24,804
Foreign currency remeasurement
3,463
( 8,252
)
Net cash provided by operating activities
117,169
57,769
Cash flows from investing activities:
Purchased property, plant and equipment
( 104,380
)
( 64,534
)
Proceeds from sale of property, plant and equipment
4,408
1,438
Payment of holdback on acquisitions
( 11,627
)
-
Purchased businesses, net of cash acquired
-
( 162,032
)
Purchase of cost method investment
-
( 2,549
)
Proceeds from the sale of a business
-
75,727
Net cash used in investing activities
( 111,599
)
( 151,950
)
Cash flows from financing activities:
Proceeds from issuance of long-term debt
627,000
784,900
Repayment of long-term debt
( 571,683
)
( 687,751
)
Payment of debt issuance costs
-
( 1,047
)
Net payment of notes payable
-
( 588
)
Dividends paid
( 25,970
)
( 24,864
)
Proceeds from stock options exercised
10,266
2,475
Repurchases of common stock
( 48,771
)
( 60,664
)
Net cash (used in) provided by financing activities
( 9,158
)
12,461
Effect of exchange rate changes on cash and cash equivalents
10,477
9,153
Net change in cash and cash equivalents
6,889
( 72,567
)
Cash and cash equivalents at beginning of period
107,213
169,352
Cash and cash equivalents at end of period
$
114,102
$
96,785
See accompanying Notes to Unaudited Consolidated Financial Statements.
7
Table of Contents
H.B. FULLER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except per share amounts)
(Unaudited)
Note 1: Basis of Presentation
Overview
The accompanying unaudited interim Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10 -Q and Article 10 of Regulation S- X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10 -K for the year ended November 29, 2025 as filed with the Securities and Exchange Commission.
New Accounting Pronouncements
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 ): Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in our Consolidated Financial Statements. Our effective date of this ASU is our fiscal year ending December 2, 2028. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures . This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. Our effective date of this ASU is our fiscal year ending November 28, 2026. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.
Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.
Supplier Finance Program
We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designated third -party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations that were confirmed as valid and remained outstanding as of 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 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.
Note 2: Acquisitions
ND Industries Fastening Elements Locking and Sealing Technologi es Industry and Trade Inc.
On November 17, 2025, we completed the acquisition of ND Industries Fastening 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. Headquartered in Istanbul, Turkey, ND 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 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. 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 deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.
8
Table of Contents
GEM S.r.l. and Medifill Limited
On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of 191,868 Euros, or approximately $ 196,990 which was funded through borrowings on our credit facility and existing cash. 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 remaining holdback was $ 22,494 as of May 30, 2026 . See Note 11 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 final as of February 28, 2026 and includes goodwill of $ 91,430 , other intangible assets of $ 104,723 and other net assets of $ 837 . 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.
Note 3: Restructuring Actions
Restructuring Plans
During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans were implemented in the second quarter of fiscal year 2023 and are 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
Six Months Ended
May 30, 2026
May 31, 2025
May 30, 2026
May 31, 2025
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 other restructuring liability is presented below:
Employee-Related
Asset-Related
Other
Total
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
360 - - 360
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
( 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. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.
Other Restructuring
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 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
Six Months Ended
May 30, 2026
May 31, 2025
May 30, 2026
May 31, 2025
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.
A summary of the restructuring liability is presented below:
Employee-Related
Asset-Related
Other
Total
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
( 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.
Note 4: Inventory
The composition of inventory is as follows:
May 30,
November 29,
2026
2025
Raw materials
$ 233,720 $ 199,031
Finished goods
293,017 272,932
Total inventory
$ 526,737 $ 471,963
9
Table of Contents
Note 5: Goodwill and Other Intangible Assets
The goodwill activity by reportable segment for the six months ended May 30, 2026 is presented below:
Hygiene, Health Building
and Consumable
Engineering
Adhesive
Adhesives
Adhesives
Solutions
Total
Balance at November 29, 2025
$ 517,763 $ 610,107 $ 552,189 $ 1,680,059
Acquisitions
1,048 ( 614 ) - 434
Foreign currency translation effect
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:
May 30, 2026
Purchased
Technology
Customer
Amortizable Intangible Assets
and Patents
Relationships
Trade Names
Total
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
Purchased
Technology
Customer
Amortizable Intangible Assets
and Patents
Relationships
Trade Names
Total
Original cost
$ 232,522 $ 998,889 $ 81,228 $ 1,312,639
Impairment
- - ( 734 ) ( 734 )
Accumulated amortization
( 57,778 ) ( 414,706 ) ( 33,554 ) ( 506,038 )
Net identifiable intangibles
$ 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:
Remainder
Fiscal Year
2026
2027
2028
2029
2030
Thereafter
Amortization expense
$ 51,615 $ 107,382 $ 108,963 $ 102,741 $ 75,189 $ 320,736
The above amortization expense forecast is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.
Note 6: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans
Three Months Ended May 30, 2026 and May 31, 2025
Other
Pension Benefits
Postretirement
U.S. Plans
Non-U.S. Plans
Benefits
Net periodic (benefit) cost:
2026
2025
2026
2025
2026
2025
Service 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
Other
Pension Benefits
Postretirement
U.S. Plans
Non-U.S. Plans
Benefits
Net periodic (benefit) cost:
2026
2025
2026
2025
2026
2025
Service 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. The components of our net periodic defined benefit pension and postretirement benefit costs other than service cost are presented in other income, net in the Consolidated Statements of Income.
10
Table of Contents
Note 7: Accumulated Other Comprehensive Income (Loss)
The following table provides details of total comprehensive income (loss):
Three Months Ended May 30, 2026
Three Months Ended May 31, 2025
Non-
Non-
controlling
controlling
H.B. Fuller Stockholders
Interest
H.B. Fuller Stockholders
Interest
Pre-tax
Tax
Net
Net
Pre-tax
Tax
Net
Net
Net income attributable to H.B. Fuller and non-controlling interest
$ 67,805 $ - $ 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
Non-
Non-
controlling
controlling
H.B. Fuller Stockholders
Interest
H.B. Fuller Stockholders
Interest
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net income attributable to H.B. Fuller and non-controlling interest
$ 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 Amounts reclassified from accumulated other comprehensive loss into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, selling general and administrative expense and other income, net.
3 Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.
The components of accumulated other comprehensive loss are as follows:
May 30, 2026
Non-
H.B. Fuller
controlling
Total
Stockholders
Interest
Foreign currency translation adjustment
$ ( 152,887 ) $ ( 153,796 ) $ 909
Defined benefit pension plans adjustment, net of taxes of $ 47,268
( 67,160 ) ( 67,160 ) -
Interest rate swaps, net of taxes of $ 2,228
( 6,929 ) ( 6,929 ) -
Net investment hedges, net of taxes of $ 28,733
( 89,352 ) ( 89,352 ) -
Reclassification of AOCI tax effects
( 18,341 ) ( 18,341 ) -
Accumulated other comprehensive (loss) income
$ ( 334,669 ) $ ( 335,578 ) $ 909
November 29, 2025
Non-
H.B. Fuller
controlling
Total
Stockholders
Interest
Foreign currency translation adjustment
$ ( 189,131 ) $ ( 190,064 ) $ 933
Defined benefit pension plans adjustment, net of taxes of $ 47,252
( 67,164 ) ( 67,164 ) -
Interest rate swaps, net of taxes of $ 4,459
( 13,866 ) ( 13,866 ) -
Net investment hedges, net of taxes of $ 27,529
( 85,610 ) ( 85,610 ) -
Reclassification of AOCI tax effects
( 18,341 ) ( 18,341 ) -
Accumulated other comprehensive (loss) income
$ ( 374,112 ) $ ( 375,045 ) $ 933
Note 8: Income Taxes
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 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 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.
11
Table of Contents
Note 9: Earnings Per Share
A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:
Three Months Ended
Six Months Ended
May 30,
May 31,
May 30,
May 31,
(Shares in thousands)
2026
2025
2026
2025
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. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.
Share-based compensation awards of 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.
Note 10: Financial Instruments
Overview
As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.
We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings.
We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis.
Cash Flow Hedges
On January 12, 2023, we entered into an interest rate swap agreement to convert $ 400,000 of our variable rate 1 -month LIBOR debt to a fixed rate of 3.6895 percent that matures on January 12, 2028. On February 28, 2023, after refinancing our debt, we amended t he interest rate swap agreement to our 1 -month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform . The combined fair value of the interest rate swap was 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. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.
On March 16, 2023, we entered into an interest rate swap agreement to convert $ 300,000 of our 1 -month SOFR debt to a fixed rate of 3.7210 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was 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 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 $ 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 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
Six Months Ended
May 30, 2026
May 31, 2025
May 30, 2026
May 31, 2025
Interest rate swap contracts
$ 9,107 $ ( 3,206 ) $ 9,168 $ ( 4,722 )
12
Table of Contents
Fair Value Hedges
On February 12, 2021, we entered into interest rate swap agreements to convert our $ 300,000 Public Notes that were issued on October 20, 2020 to a variable interest rate of 1 -month LIBOR plus 3.28 percent. On June 30, 2023, 1 -month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement. As a result, the interest rate swap agreement was converted to Overnight SOFR plus 3.28 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform . These interest rate swap agreements mature on October 15, 2028. The combined fair value of the interest rate swaps wa s a liability of $ 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. We apply the short cut method and assume hedge effectiveness. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $ 300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps.
Net Investment Hedges
On 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. On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €300,000 with tranches maturing in August 2025, August 2026 and February 2027. On July 18, 2025, we amended the agreement for the two tranches of the fixed-to-fixed cross-currency interest rate swap, of €50,000 each, that matured in August 2025 to a maturity date of February 2027. On June 30, 2023, 1 -month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreemen t. As a result, the 1 -month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent. On July 17, 2023, we amended the 1 -month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform . As of 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. The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency sw aps was 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 .
Derivatives Not Designated as Hedging Instruments
We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities. See Note 11 for the fair value amounts of these derivative instruments.
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 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 May 30, 2026 , there w ere no signific ant concentrations of credit risk.
Note 11: Fair Value Measurements
Overview
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
●
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
●
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
●
Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability.
13
Table of Contents
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 May 30, 2026 and November 29, 2025 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
May 30,
Fair Value Measurements Using:
Description
2026
Level 1
Level 2
Level 3
Assets:
Marketable securities
$ 9,349 $ 9,349 $ - $ -
Foreign exchange contract assets
24 - 24 -
Interest rate swaps, cash flow hedge assets
838 - 838 -
Liabilities:
Foreign exchange contract liabilities
$ 105 $ - $ 105 $ -
Interest rate swaps, cash flow hedge liabilities
166 166 -
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
November 29,
Fair Value Measurements Using:
Description
2025
Level 1
Level 2
Level 3
Assets:
Marketable securities
$ 4,352 $ 4,352 $ - $ -
Foreign exchange contract assets
4,841 - 4,841 -
Liabilities:
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
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. See Note 2 for further discussion regarding our acquisitions. The following table provides details of this Level 3 liability.
Amounts
Balance at November 29, 2025
$ 33,578
Payment of holdback liability
( 11,596 )
Interest
394
Foreign currency translation adjustment
118
Balance at May 30, 2026
$ 22,494
Balances Measured at Fair Value on a Nonrecurring Basis
We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include intangible assets acquired in an acquisition. The identified intangible assets of customer relationships, technology and tradenames acquired in connection with our acquisitions were measured using unobservable (Level 3 ) inputs. The fair value of the intangible assets was calculated using either the income or cost approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, attrition rate, royalty rate and discount rate.
See Note 2 for further discussion regarding our acquisitions.
Balances Disclosed at Fair Value
Long-term debt had an estimated fair value of $ 2,085,425 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. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange.
14
Table of Contents
Note 12: Commitments and Contingencies
Environmental Matters
We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $ 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.
Other Legal Proceedings
From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow.
We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought.
A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party.
In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent.
A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:
Six Months Ended
3 Years Ended
May 30, 2026
May 31, 2025
November 29, 2025
Lawsuits and claims settled
7 5 28
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. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries.
In February 2024, the named plaintiffs in Rouse et al. v. H.B. Fuller Company et al. filed a third amended complaint in their lawsuit against the Company and one of its subsidiaries, which was initiated in September 2022. The suit is pending in the federal District of Minnesota and seeks damages arising from property damage attributed to alleged defects in grout sold by the Company’s divested North America Flooring business. As previously disclosed, 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. 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 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.
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.
15
Table of Contents
Note 13: Share Repurchase Program
On April 22, 2022, the Board of Directors authorized a share repurchase program of up to $ 300,000 of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchasing shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital.
During the 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.
Note 14: Segments
Our three reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. 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 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 includes and Adjusted EBITDA excludes amounts related to business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of a global Enterprise Resource Planning ("ERP") system that we refer to as Project ONE. Corporate assets are not allocated to the operating segments. See below for a reconciliation of Adjusted EBITDA to net income attributable H.B. 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. Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period. The costs for these allocated resources are not tracked on a “where-used” basis as financial performance is assessed at the total operating segment level.
Reportable operating segment financial information is as follows:
Hygiene, Health
Building
Three Months Ended:
and Consumable
Engineering
Adhesive
Segment
Corporate
H.B. Fuller
May 30, 2026
Adhesives
Adhesives
Solutions
Total
Unallocated
Consolidated
Net revenue
$ 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
Building
Three Months Ended:
and Consumable
Engineering
Adhesive
Segment
Corporate
H.B. Fuller
May 31, 2025
Adhesives
Adhesives
Solutions
Total
Unallocated
Consolidated
Net revenue
$ 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
Building
Six Months Ended
and Consumable
Engineering
Adhesive
Segment
Corporate
H.B. Fuller
May 30, 2026
Adhesives
Adhesives
Solutions
Total
Unallocated
Consolidated
Net revenue
$ 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
Building
Six Months Ended
and Consumable
Engineering
Adhesive
Segment
Corporate
H.B. Fuller
May 31, 2025
Adhesives
Adhesives
Solutions
Total
Unallocated
Consolidated
Net revenue
$ 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.
16
Table of Contents
Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA:
Three Months Ended
Six Months Ended
May 30,
May 31,
May 30,
May 31,
2026
2025
2026
2025
Net income attributable to H.B. Fuller
$ 67,805 $ 41,828 $ 88,850 $ 55,076
Adjustments:
Acquisition project costs
1,395 3,602 2,325 13,430
Organizational realignment
4,413 6,635 14,435 15,409
Project One
2,387 2,581 5,440 5,646
Other 1
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. Fuller
77,532 64,652 109,047 94,650
Add:
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. Fuller.
3 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
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 May 30, 2026
Hygiene, Health
Building
and Consumable
Engineering
Adhesive
Segment
Adhesives
Adhesives
Solutions
Total
Americas
$ 226,877 $ 122,710 $ 133,082 $ 482,669
EIMEA
132,821 70,907 92,333 296,061
Asia Pacific
62,163 89,622 19,756 171,541
Total
$ 421,861 $ 283,239 $ 245,171 $ 950,271
Three Months Ended May 31, 2025
Hygiene, Health
Building
and Consumable
Engineering
Adhesive
Segment
Adhesives
Adhesives
Solutions
Total
Americas
$ 228,018 $ 119,161 $ 126,461 $ 473,640
EIMEA
118,238 61,553 82,073 261,864
Asia Pacific
51,219 95,704 15,668 162,591
Total
$ 397,475 $ 276,418 $ 224,202 $ 898,095
Six Months Ended May 30, 2026
Hygiene, Health
Building
and Consumable
Engineering
Adhesive
Segment
Adhesives
Adhesives
Solutions
Total
Americas
$ 416,020 $ 227,869 $ 226,779 $ 870,668
EIMEA
237,176 125,299 166,526 529,001
Asia Pacific
115,192 172,520 33,734 321,446
Total
$ 768,388 $ 525,688 $ 427,039 $ 1,721,115
Six Months Ended May 31, 2025
Hygiene, Health
Building
and Consumable
Engineering
Adhesive
Segment
Adhesives
Adhesives
Solutions
Total
Americas
$ 435,372 $ 216,370 $ 222,161 $ 873,903
EIMEA
229,005 111,816 157,236 498,057
Asia Pacific
101,323 184,991 28,484 314,798
Total
$ 765,700 $ 513,177 $ 407,881 $ 1,686,758
17
Table of Contents
Note 15: 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.
18
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.