What changed in this filing

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Item 1. Financial Statements

2026-09-24 compared with 2026-06-25 · 259 added, 90 removed, 744 unchanged (32% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

$ 938,175 $ 892,043 $ 2,659,289 $ 2,578,801

Cost of sales

( 626,489 ) ( 606,929 ) ( 1,791,902 ) ( 1,780,228 )

311,686 285,114 867,387 798,573

Selling, general and administrative expenses

( 198,481 ) ( 174,974 ) ( 585,297 ) ( 541,942 )

Other income, net

26,429 5,308 38,805 15,655

Interest expense

( 40,915 ) ( 33,630 ) ( 106,542 ) ( 100,536 )

Interest income

2,489 1,110 6,524 3,064

Income before income taxes and income from equity method investments

101,208 82,928 220,877 174,814

( 24,656 ) ( 16,527 ) ( 57,662 ) ( 55,198 )

Income from equity method investments

2,630 832 4,816 2,726

Net income including non-controlling interest

79,182 67,233 168,031 122,342

Net income attributable to non-controlling interest

- ( 73 ) - ( 106 )

Net income attributable to H.B.

$ 79,182 $ 67,160 $ 168,031 $ 122,236

Earnings per share attributable to H.B.

Fuller common stockholders:

$ 1.46 $ 1.23 $ 3.09 $ 2.24

$ 1.44 $ 1.22 $ 3.05 $ 2.21

Weighted-average common shares outstanding:

54,235 54,428 54,465 54,623

54,906 55,162 55,163 55,381

See accompanying Notes to Unaudited Consolidated Financial Statements.

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Net income including non-controlling interest

Other comprehensive (loss) income:

$ 79,182 $ 67,233 $ 168,031 $ 122,342

Other comprehensive income:

Foreign currency translation

2,887 36,962 39,180 139,626

Defined benefit pension plans adjustment, net of tax

( 13 ) 158 ( 9 ) 429

Interest rate swaps, net of tax

2,625 ( 3,347 ) 9,562 ( 6,920 )

Net investment hedges, net of tax

Other comprehensive (loss) income

4,114 ( 14,998 ) 372 ( 53,453 )

Other comprehensive income

9,613 18,775 49,105 79,682

Comprehensive income

88,795 86,008 217,136 202,024

Comprehensive income attributable to non-controlling interest

Comprehensive income attributable to H.B.

$ 88,795 $ 85,966 $ 217,112 $ 201,884

See accompanying Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

$ 97,230 $ 107,213

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

Accounts receivable (net of allowances of $ 13,265 and $ 11,922 , as of August 29, 2026 and November 29, 2025, respectively)

648,012 564,339

38 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 – 53,785,879 and 54,174,963 as of May 30, 2026 and November 29, 2025, respectively

Common stock, par value $ 1.00 per share, shares authorized – 160,000,000 , shares issued and outstanding – 53,818,019 and 54,174,963 as of August 29, 2026 and November 29, 2025, respectively

$ 53,818 $ 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

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

- - ( 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

Comprehensive income

- - 79,182 9,613 - 88,795

- - ( 13,288 ) - - ( 13,288 )

Stock option exercises

28 1,874 - - - 1,902

Share-based compensation plans and other, net

6 8,229 - - - 8,235

Repurchases of common stock

( 2 ) ( 89 ) - - - ( 91 )

Balance at August 29, 2026

$ 53,818 $ 285,521 $ 2,154,643 $ ( 325,965 ) $ - $ 2,168,017

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

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

- - ( 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

Comprehensive income

- - 67,160 18,806 42 86,008

- - ( 12,793 ) - - ( 12,793 )

Stock option exercises

87 2,957 - - - 3,044

Share-based compensation plans and other, net

4 6,787 - - - 6,791

Repurchases of common stock

( 1 ) ( 62 ) - - - ( 63 )

Balance at August 30, 2025

$ 54,043 $ 288,195 $ 2,009,152 $ ( 393,747 ) $ 1,329 $ 1,958,972

See accompanying Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

August 29, 2026

August 30, 2025

Cash flows from operating activities:

Net income including non-controlling interest

$ 168,031 $ 122,342

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

73,278 68,314

65,182 64,525

Deferred income taxes

Income from equity method investments, net of dividends received

( 15,478 ) ( 39,227 )

Loss from equity method investments, net of dividends received

Loss on the sale of business

1 unchanged sentence

Gain on sale or disposal of assets

( 1,025 ) ( 178 )

Share-based compensation

20,144 18,170

Pension and other post-retirement plan benefit

( 18,301 ) ( 16,393 )

Loss on debt extinguishment and bridge financing fees

Unrealized gain on forward exchange contract related to a pending acquisition

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

Accounts receivable, net

( 78,868 ) ( 3,336 )

( 106,440 ) ( 42,095 )

( 4,825 ) 2,176

Accounts payable

93,622 ( 25,764 )

Accrued compensation

( 15,184 ) ( 19,230 )

Other accrued expenses

Income taxes payable

( 3,409 ) ( 12,993 )

Pension plan assets and liabilities

1,385 ( 177 )

Other liabilities

( 5,110 ) 28,622

Foreign currency remeasurement

Net cash provided by operating activities

182,629 156,756

Cash flows from investing activities:

Purchased property, plant and equipment

Proceeds from sale of property, plant and equipment

Payment of holdback on acquisitions

( 141,653 ) ( 94,593 )

Purchased businesses, net of cash acquired

( 3,817 ) ( 162,095 )

Payment of holdback on acquisitions

Proceeds from sale of property, plant and equipment

Purchase of cost method investment

1 unchanged sentence

Net cash used in investing activities

( 152,459 ) ( 182,667 )

Cash flows from financing activities:

Proceeds from issuance of long-term debt

1,643,500 1,114,300

Repayment of long-term debt

( 1,603,993 ) ( 1,053,593 )

Payment of debt issuance costs

( 15,067 ) ( 1,047 )

Net payment of notes payable

Dividends paid

( 39,149 ) ( 37,559 )

Proceeds from stock options exercised

Repurchases of common stock

Net cash (used in) provided by financing activities

( 48,862 ) ( 60,728 )

Net cash used in financing activities

( 51,394 ) ( 33,693 )

Effect of exchange rate changes on cash and cash equivalents

11,241 12,710

Net change in cash and cash equivalents

( 9,983 ) ( 46,894 )

Cash and cash equivalents at beginning of period

107,213 169,352

Cash and cash equivalents at end of period

$ 97,230 $ 122,458

See accompanying Notes to Unaudited Consolidated Financial Statements.

33 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 May 30, 2026 , and November 29, 2025 , were approxi mately $ 6,982 and $ 7,379 , respectively.

The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 29, 2026 , and November 29, 2025 , were approxi mately $ 7,097 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.

As of August 29, 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.

Pending Acquisition of Advanced Medical Solutions Group plc

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 Company has entered into a forward exchange contract to economically hedge the cash cost of the transaction and various credit agreements to fund it.

See Notes 6 and 11 for further description of these financial instruments.

On August 12, 2026, the shareholders of AMS approved the Company's proposed acquisition of AMS.

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

Dongguan Nako Technology Co., Ltd.

On August 26, 2026, we acquired certain assets of Dongguan Nako Technology Co., L td.

("Dongguan Nako") f or a purchase price of 70,000 China Yuan Renminbi, or approximately $ 10,416 which was funded through existing cash.

Upon closing we paid 25,650 China Yuan Renminbi and will make a second payment and a third holdback paym ent totaling 31,350 China Yuan Renminbi based on the te rms of the agreement.

Additionally, the purchase price includes an estimated earnout of up to 13,000 China Yuan Renminbi which is due on the third anniversary of the original closing date following the completion of certain performance goals.

Headquartered in Dongguan City, China, Dongguan Nako is engaged in the business of automated fastener precoating, including anti-loosening, leak-proofing, vibration absorption and screw coating services.

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

The acquisition fair value measurement was preliminary as of August 29, 2026 and includes goodwill of $ 5,241 , other intangible assets of $ 4,831 and other net assets of $ 344 .

Goodwill represents expected synergies from combining Dongguan Nako with our existing business.

Goodwill is not deductible for tax purposes.

Dongguan Nako is included in our Engineering Adhesives operating segment.

ND Industries Fastening Elements Locking and Sealing Technologi es Industry and Trade Inc.

4 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 May 30, 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 August 29, 2026 and includes goodwill of $ 4,533 , other intangible assets of $ 3,300 and other net assets of $ 69 .

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

14 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 remaining holdback was $ 22,494 as of May 30, 2026 .

The fair value of the remaining holdback was $ 25,725 as of August 29, 2026 .

See Note 12 for more information on the fair value of the holdback.

2 unchanged sentences

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 acquisitions of GEM and Medifill established 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 .

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

August 29, 2026

August 30, 2025

August 29, 2026

August 30, 2025

Cost of sales

27 unchanged sentences

Foreign currency translation

( 10 ) - - ( 10 )

Balance at May 30, 2026

Balance at August 29, 2026

$ 336 $ - $ - $ 336

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

August 29, 2026

August 30, 2025

August 29, 2026

August 30, 2025

Cost of sales

23 unchanged sentences

( 89 ) - - ( 89 )

Balance at May 30, 2026

Balance at August 29, 2026

$ 4,982 $ - $ - $ 4,982

9 unchanged sentences

Goodwill and Other Intangible Assets

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

The goodwill activity by reportable segment for the nine months ended August 29, 2026 is presented below:

Hygiene, Health Building

5 unchanged sentences

7,292 ( 1,267 ) 5,961 11,986

Balance at May 30, 2026

Balance at August 29, 2026

$ 526,026 $ 614,040 $ 558,150 $ 1,698,216

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

August 29, 2026

Amortizable Intangible Assets

16 unchanged sentences

$ 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.

Amortization expense with respect to amortizable intangible assets was $ 21,536 and $ 22,082 for the three months ended August 29, 2026 and August 30, 2025 , respectively, and was $ 65,182 and $ 64,525 for the nine months ended August 29, 2026 and August 30, 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:

3 unchanged sentences

Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.

Long-Term Debt

On July 17, 2026, we entered into Amendment No.

3 (the “Amendment”) to our Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended which replaced our senior secured term loan A facility (“Term Loan A”) and our senior secured multicurrency revolving credit facility (“Revolver”).

Our Term Loan A was refinanced changing the aggregate principal amount to $ 420.0 million and our Revolver was refinanced with the aggregate principal amount of the revolving credit facility available to us increasing from $ 700.0 million to $ 800.0 million.

The interest rate margins applicable to both the Term Loan A and Revolver are based on a leverage grid which was updated to include an additional step-down tier of 25 basis points.

Additionally, we eliminated the credit spread adjustment of 10 basis points from the prior agreement.

The maturity date of the amended Term Loan A and amended Revolver was also extended to July 17, 2031.

The terms of our term loan B facility remain unchanged.

On June 25, 2026, we entered into (i) a Term Loan and Revolving Facility Secured Bridge Credit Agreement (“Secured Bridge Credit Agreement”) and (ii) a Term Loan Unsecured Bridge Credit Agreement (“Unsecured Bridge Credit Agreement”) to provide us certain borrowings in an aggregate amount of up to $ 3.0 billion in connection with our pending acquisition of AMS.

See Note 2 for more information on our pending acquisition of AMS.

The Secured Bridge Credit Agreement included term commitments of $ 1.4 billion and revolving commitments of $ 700.0 million and was terminated on July 17, 2026 as a part of the Amendment with no amounts drawn on this facility.

The Unsecured Bridge Credit Agreement includes $ 917.0 million of commitments.

As of August 29, 2026, there are no amounts drawn on the Unsecured Bridge Credit Agreement.

To the extent any borrowings are made under the Unsecured Bridge Credit Agreement, such loans will mature 364 days after the closing date to fund the pending acquisition of AMS and to pay related fees and expenses.

Any borrowings made under the Unsecured Bridge Credit Agreement bear interest at a per annum rate equal to a base rate plus a rate of (i) 1.50 percent or (ii) 2.50 percent, as determined therein, with interest rate increases of 0.25 percent per 90 days.

The Unsecured Bridge Credit Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants.

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

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

Three Months Ended August 29, 2026 and August 30, 2025

Pension Benefits

13 unchanged sentences

$ ( 791 ) $ ( 522 ) $ 660 $ 307 $ ( 6,012 ) $ ( 5,512 )

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

Nine Months Ended August 29, 2026 and August 30, 2025

Pension Benefits

19 unchanged sentences

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

Three Months Ended May 30, 2026

Three Months Ended May 31, 2025

Three Months Ended August 29, 2026

Three Months Ended August 30, 2025

Fuller Stockholders

11 unchanged sentences

5,437 ( 1,323 ) 4,114 - ( 19,822 ) 4,824 ( 14,998 ) -

Other comprehensive income (loss)

Other comprehensive income

$ 11,772 $ ( 2,159 ) $ 9,613 $ - $ 12,965 $ 5,841 $ 18,806 $ ( 31 )

Comprehensive income (loss)

Comprehensive income

$ 88,795 $ - $ 85,966 $ 42

Six Months Ended May 30, 2026

Six Months Ended May 31, 2025

Nine Months Ended August 29, 2026

Nine Months Ended August 30, 2025

Fuller Stockholders

11 unchanged sentences

492 ( 120 ) 372 - ( 70,646 ) 17,193 ( 53,453 ) -

Other comprehensive income (loss)

Other comprehensive income

$ 52,260 $ ( 3,179 ) $ 49,081 $ 24 $ 60,391 $ 19,257 $ 79,648 $ 34

5 unchanged sentences

The components of accumulated other comprehensive loss are as follows:

August 29, 2026

Foreign currency translation adjustment

8 unchanged sentences

( 18,341 ) ( 18,341 ) -

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

$ ( 325,965 ) $ ( 325,965 ) $ -

12 unchanged sentences

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

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.

Income tax expense for the three and nine months ended August 29, 2026 includes $ 2,075 and $ 1,621 of discrete tax benefit, 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.

Excluding the discrete tax benefit, the overall effective tax rate was 26.4 percent and 26.8 percent for the three and nine months ended August 29, 2026 , respectively.

Income tax expense for the three and nine months ended August 30, 2025 includes $ 3,742 of discrete tax benefit and $ 11,210 of discrete tax expense, respectively.

The discrete tax benefit for the three months ended August 30, 2025 relates to various U.S.

and foreign tax matters.

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

The discrete tax expense for the nine months ended August 30, 2025 relates to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S.

and foreign tax matters.

Excluding the discrete tax benefit and expense, the overall effective tax rate was 24.4 percent and 25.2 percent for the three and nine months ended August 30, 2025 , respectively.

As of August 29, 2026 , we had a liability of $ 8,246 recorded for gross unrecognized tax benefits (excluding interest) compared to $ 9,206 as of November 29, 2025 .

As of August 29, 2026 and November 29, 2025 , we had accrued $ 1,372 and $ 2,158 of gross interest relating to unrecognized tax benefits, respectively.

Note 10 Earnings Per Share

A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

(Shares in thousands)

11 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 2,658,590 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.

Share-based compensation awards of 2,635,442 and 1,935,970 shares for the three months ended August 29, 2026 and August 30, 2025 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Share-based compensation awards of 2,891,579 and 2,132,875 shares for the nine months ended August 29, 2026 and August 30, 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 an asset of $ 467 at May 30, 2026 and was included in other assets in the Consolidated Balance Sheets.

The fair value of the interest rate swap was an asset of $ 2,094 at August 29, 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 an asset of $ 371 at May 30, 2026 and was included in other assets in the Consolidated Balance Sheets.

The fair value of the interest rate swap was an asset of $ 1,711 at August 29, 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 $ 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 fair value of the interest rate swap was an asset of $ 335 at August 29, 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.

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

August 29, 2026

August 30, 2025

August 29, 2026

August 30, 2025

Interest rate swap contracts

6 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 $ 21,014 at May 30, 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 $ 20,932 at August 29, 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 June 15, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €100,000 maturing in June 2030.

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.

2 unchanged sentences

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.

Then on August 15, 2026 we amended the agreement of another tranche of the fixed-to-fixed cross-currency interest rate swap, of €100,000, that matured in August 2026 to a maturity date of February 2028.

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.

2 unchanged sentences

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.

As of August 29, 2026 , the combined fair value of the swaps w as a liability of $ 112,180 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.

4 unchanged sentences

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.

The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency sw aps was an after-tax loss of $ 85,238 as of August 29, 2026 .

The amounts of preta x gain recognized in other comprehensive income related to the net investment hedge was $ 5,437 and $ 492 for the three and nine months ended August 29, 2026 , respectively.

As of August 29, 2026 , we reclassified $ 86 of losses into earnings from net investment hedges and we expect to reclassify $ 411 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 $ 1,056 .

5 unchanged sentences

See Note 12 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.

As of August 29, 2026 , we had forward foreign currency contracts maturing between August 31, 2026 and June 2, 2027.

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.

The a mounts of pre tax gains recognized in other income, net related to these derivative instruments not designated as hedging instruments for the nine months ended August 29, 2026 and August 30, 2025 wer e $ 145 a nd $ 2,989 , respectively.

June 25, 2026, the Company entered into a forward exchange contract with a notional amount of

675,000 British pounds to offset the impact of exchange rate fluctuations associated with our pending acquisition of AMS.

2 for further information on our pending acquisition of AMS.

The derivative is intended to economically offset changes in the U.S.

dollar value of the expected British pound-based purchase p

rice prior to closing.

This contract is not designated as a hedging instrument.

This derivative is recorded in other current assets on the balance sheet at fair value with changes in value being recognized immediately in earnings.

The amount of pretax gain recognized in other income, net related to this derivative for the three and nine months ended

August 29, 2026

was $ 19,713 .

Also see Note 12 for the fair value amount of this derivative instrument.

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.

As of August 29, 2026 , there w ere no signific ant concentrations of credit risk.

Fair Value Measurements

9 unchanged sentences

Balances Measured at Fair Value on a Recurring Basis

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of May 30, 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 August 29, 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:

3 unchanged sentences

Interest rate swaps, cash flow hedge assets

4,140 - 4,140 -

Forward exchange contract related to a pending acquisition

19,713 - 19,713 -

Foreign exchange contract liabilities

$ 14 $ - $ 14 $ -

Interest rate swaps, cash flow hedge liabilities

Interest rate swaps, fair value hedge liabilities

2 unchanged sentences

112,180 - 112,180 -

Holdback liability

Contingent consideration and holdback liabilities

25,725 - - 25,725

14 unchanged sentences

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.

As of August 29, 2026 , the fair value of our Level 3 liabilities includes a holdback liability of $ 22,521 , based on a discounted cash flow model, related to the acquisition of GEM and Medifill.

It also includes a $ 1,271 holdback liability and a $ 1,933 contingent consideration liability both related to the acquisition of Dongguan Nako.

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

See Note 2 for further discussion regarding our acquisitions.

3 unchanged sentences

Foreign currency translation adjustment

Balance at May 30, 2026

Balance at August 29, 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 $ 2,085,425 a nd $ 2,041,062 as of May 30, 2026 and November 29, 2025 , respectively.

Long-term debt had an estimated fair value of $ 2,076,102 a nd $ 2,041,062 as of August 29, 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.

8 unchanged sentences

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

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

We recorded liabilities of $ 4,676 and $ 2,625 as of August 29, 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:

Six Months Ended

Nine Months Ended

3 Years Ended

August 29, 2026

August 30, 2025

November 29, 2025

13 unchanged sentences

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.

Based upon the proposed settlement, 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.

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 .

As of August 29, 2026 and November 29, 2025 , we have an accrued balance of $ 34.8 million included in other accrued expenses in the Consolidated Balance Sheets for both periods.

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.

6 unchanged sentences

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 .

During the third quarter ended August 29, 2026 there were no shares repurchased under this program and during the nine months ended August 29, 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 six months ended May 31, 2025 , we repurchased shares under this program with an aggregate value of $ 56,930 .

During the third quarter of 2025 , there were no shares repurchased under this program.

During the nine months ended August 30, 2025 , we repurchased shares under this program with an aggregate value of $ 56,930 .

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

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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.

Adjusted EBITDA is defined as net income before interest, income taxes, and depreciation and amortization, 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.

10 unchanged sentences

and Consumable

August 29, 2026

$ 412,965 $ 278,700 $ 246,510 $ 938,175 $ - $ 938,175

10 unchanged sentences

and Consumable

August 30, 2025

$ 386,068 $ 272,297 $ 233,678 $ 892,043 $ - $ 892,043

8 unchanged sentences

Hygiene, Health

Six Months Ended

Nine Months Ended

and Consumable

August 29, 2026

$ 1,181,353 $ 804,387 $ 673,549 $ 2,659,289 $ - $ 2,659,289

8 unchanged sentences

Hygiene, Health

Six Months Ended

Nine Months Ended

and Consumable

August 30, 2025

$ 1,151,768 $ 785,474 $ 641,559 $ 2,578,801 $ - $ 2,578,801

11 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Net income attributable to H.B.

22 unchanged sentences

$ 186,709 $ 170,592 $ 486,458 $ 450,608

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.

1 Other for the three and nine months ended August 29, 2026 includes d ebt extinguishment and bridge financing costs related to a pe nding acquisition of $ 7,791 .

Additionally, it 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 May 30, 2026

Three Months Ended August 29, 2026

Hygiene, Health

4 unchanged sentences

$ 412,965 $ 278,700 $ 246,510 $ 938,175

Three Months Ended May 31, 2025

Three Months Ended August 30, 2025

Hygiene, Health

4 unchanged sentences

$ 386,068 $ 272,297 $ 233,678 $ 892,043

Six Months Ended May 30, 2026

Nine Months Ended August 29, 2026

Hygiene, Health

4 unchanged sentences

$ 1,181,353 $ 804,387 $ 673,549 $ 2,659,289

Six Months Ended May 31, 2025

Nine Months Ended August 30, 2025

Hygiene, Health

4 unchanged sentences

$ 1,151,768 $ 785,474 $ 641,559 $ 2,578,801

Subsequent Event

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