FULLER H B CO 10-Q

Item 1. Financial Statements H.B. FULLER COMPANY AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended August 29, August 30, August 29, August 30, 2026 2025 2026 2025 Net revenue $ 938,175 $ 892,043 $ 2,659,289 $ 2,578,801 Cost of sales ( 626,489 ) ( 606,929 ) ( 1,791,902 ) ( 1,780,228 ) Gross profit 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 Income taxes ( 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. Fuller $ 79,182 $ 67,160 $ 168,031 $ 122,236 Earnings per share attributable to H.B. Fuller common stockholders: Basic $ 1.46 $ 1.23 $ 3.09 $ 2.24 Diluted $ 1.44 $ 1.22 $ 3.05 $ 2.21 Weighted-average common shares outstanding: Basic 54,235 54,428 54,465 54,623 Diluted 54,906 55,162 55,163 55,381 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 Nine Months Ended August 29, August 30, August 29, August 30, 2026 2025 2026 2025 Net income including non-controlling interest $ 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 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 Less: Comprehensive income attributable to non-controlling interest - 42 24 140 Comprehensive income attributable to H.B. Fuller $ 88,795 $ 85,966 $ 217,112 $ 201,884 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) August 29, November 29, 2026 2025 Assets Current assets: Cash and cash equivalents $ 97,230 $ 107,213 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 Inventory 582,645 471,963 Other current assets 157,985 119,750 Total current assets 1,485,872 1,263,265 Property, plant and equipment 2,061,887 1,956,209 Accumulated depreciation ( 1,083,003 ) ( 1,020,948 ) Property, plant and equipment, net 978,884 935,261 Goodwill 1,698,216 1,680,059 Other intangibles, net 748,693 805,867 Other assets 515,383 498,254 Total assets $ 5,427,048 $ 5,182,706 Liabilities, non-controlling interest and total equity Current liabilities: Accounts payable $ 537,126 $ 470,132 Accrued compensation 100,075 114,302 Income taxes payable 33,078 25,018 Other accrued expenses 147,782 133,907 Total current liabilities 818,061 743,359 Long-term debt 2,054,547 2,016,937 Accrued pension liabilities 51,525 51,317 Other liabilities 334,898 367,899 Total liabilities $ 3,259,031 $ 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 – 53,818,019 and 54,174,963 as of August 29, 2026 and November 29, 2025, respectively $ 53,818 $ 54,175 Additional paid-in capital 285,521 298,017 Retained earnings 2,154,643 2,026,071 Accumulated other comprehensive loss ( 325,965 ) ( 375,045 ) Total H.B. Fuller stockholders' equity 2,168,017 2,003,218 Non-controlling interest - ( 24 ) Total equity 2,168,017 2,003,194 Total liabilities, non-controlling interest and total equity $ 5,427,048 $ 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 Comprehensive income - - 79,182 9,613 - 88,795 Dividends - - ( 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 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 Comprehensive income - - 67,160 18,806 42 86,008 Dividends - - ( 12,793 ) - - ( 12,793 ) Stock option exercises 87 2,957 - - - 3,044 Share-based compensation plans and other, net 4 6,787 - - - 6,791 Repurchases of common stock ( 1 ) ( 62 ) - - - ( 63 ) Balance at August 30, 2025 $ 54,043 $ 288,195 $ 2,009,152 $ ( 393,747 ) $ 1,329 $ 1,958,972 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) 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: Depreciation 73,278 68,314 Amortization 65,182 64,525 Deferred income taxes ( 15,478 ) ( 39,227 ) Loss from equity method investments, net of dividends received 1,422 1,045 Loss on the sale of business - 1,515 Loss on impairment of intangible asset - 478 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 6,598 - Unrealized gain on forward exchange contract related to a pending acquisition ( 19,713 ) - Change in assets and liabilities, net of effects of acquisitions: Accounts receivable, net ( 78,868 ) ( 3,336 ) Inventory ( 106,440 ) ( 42,095 ) Other assets ( 4,825 ) 2,176 Accounts payable 93,622 ( 25,764 ) Accrued compensation ( 15,184 ) ( 19,230 ) Other accrued expenses 21,131 6,856 Income taxes payable ( 3,409 ) ( 12,993 ) Pension plan assets and liabilities 1,385 ( 177 ) Other liabilities ( 5,110 ) 28,622 Foreign currency remeasurement 189 2,106 Net cash provided by operating activities 182,629 156,756 Cash flows from investing activities: Purchased property, plant and equipment ( 141,653 ) ( 94,593 ) Purchased businesses, net of cash acquired ( 3,817 ) ( 162,095 ) Payment of holdback on acquisitions ( 11,627 ) - Proceeds from sale of property, plant and equipment 4,638 843 Purchase of cost method investment - ( 2,549 ) Proceeds from the sale of a business - 75,727 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 - ( 585 ) Dividends paid ( 39,149 ) ( 37,559 ) Proceeds from stock options exercised 12,177 5,519 Repurchases of common stock ( 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. 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 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 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. Note 2: Acquisitions 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. 8 Table of Contents 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. 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 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. 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. 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 $ 25,725 as of August 29, 2026 . See Note 12 for more information on the fair value of the holdback. Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC 805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill 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 . 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 $ 87,000 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 Nine Months Ended August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025 Cost of sales $ 202 $ 2,393 $ 2,186 $ 5,328 Selling, general and administrative ( 19 ) 634 446 3,386 Other expense, net ( 140 ) - 1,176 - $ 43 $ 3,027 $ 3,808 $ 8,714 9 Table of Contents 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 1,210 1,191 1,407 3,808 Non-cash charges - ( 1,191 ) ( 1,294 ) ( 2,485 ) Cash payments ( 5,015 ) - ( 113 ) ( 5,128 ) Foreign currency translation 104 - - 104 Balance at August 29, 2026 $ 336 $ - $ - $ 336 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 $ 45,000 to $ 50,000 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 Nine Months Ended August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025 Cost of sales $ 1,443 $ - $ 6,341 $ - Selling, general and administrative 2,183 - 4,287 - Other income, net ( 3 ) - ( 11 ) - $ 3,623 $ - $ 10,617 $ - 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 7,510 2,910 197 10,617 Non-cash charges - ( 2,910 ) ( 197 ) ( 3,107 ) Cash payments ( 7,363 ) - - ( 7,363 ) Foreign currency translation ( 89 ) - - ( 89 ) Balance at August 29, 2026 $ 4,982 $ - $ - $ 4,982 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: August 29, November 29, 2026 2025 Raw materials $ 265,487 $ 199,031 Finished goods 317,158 272,932 Total inventory $ 582,645 $ 471,963 10 Table of Contents Note 5: Goodwill and Other Intangible Assets The goodwill activity by reportable segment for the nine months ended August 29, 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 971 5,200 - 6,171 Foreign currency translation effect 7,292 ( 1,267 ) 5,961 11,986 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 Purchased Technology Customer Amortizable Intangible Assets and Patents Relationships Trade Names Total Original cost $ 233,360 $ 968,871 $ 81,224 $ 1,283,455 Accumulated amortization ( 70,394 ) ( 425,247 ) ( 39,121 ) ( 534,762 ) Net identifiable intangibles $ 162,966 $ 543,624 $ 42,103 $ 748,693 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 $ 21,536 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: Remainder Fiscal Year 2026 2027 2028 2029 2030 Thereafter Amortization expense $ 26,105 $ 109,015 $ 110,636 $ 104,229 $ 75,403 $ 323,305 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: 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. 11 Table of Contents Note 7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans Three Months Ended August 29, 2026 and August 30, 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 $ - $ - $ 318 $ 408 $ - $ - Interest cost 3,097 3,242 1,648 860 218 249 Expected return on assets ( 5,783 ) ( 5,717 ) ( 1,819 ) ( 1,094 ) ( 3,801 ) ( 3,484 ) Amortization: Prior service cost - - 30 14 - - Actuarial loss (gain) 1,895 1,953 483 119 ( 2,429 ) ( 2,277 ) Net periodic (benefit) cost $ ( 791 ) $ ( 522 ) $ 660 $ 307 $ ( 6,012 ) $ ( 5,512 ) Nine Months Ended August 29, 2026 and August 30, 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 $ - $ - $ 964 $ 1,161 $ - $ - Interest cost 9,292 9,726 4,968 3,797 655 747 Expected return on assets ( 17,347 ) ( 17,151 ) ( 5,488 ) ( 4,403 ) ( 11,404 ) ( 10,452 ) Amortization: Prior service cost - - 91 70 - - Actuarial loss (gain) 5,684 5,859 1,449 1,084 ( 7,288 ) ( 6,831 ) Settlement charge - - 123 - - - Net periodic (benefit) cost $ ( 2,371 ) $ ( 1,566 ) $ 2,107 $ 1,709 $ ( 18,037 ) $ ( 16,536 ) 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. Note 8: Accumulated Other Comprehensive Income (Loss) The following table provides details of total comprehensive income (loss): Three Months Ended August 29, 2026 Three Months Ended August 30, 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 $ 79,182 $ - $ 67,160 $ 73 Foreign currency translation¹ $ 2,887 $ - 2,887 - $ 36,993 $ - 36,993 ( 31 ) Defined benefit pension plans adjustment² ( 21 ) 8 ( 13 ) - 218 ( 60 ) 158 - Interest rate swaps³ 3,469 ( 844 ) 2,625 - ( 4,424 ) 1,077 ( 3,347 ) - Net investment hedges³ 5,437 ( 1,323 ) 4,114 - ( 19,822 ) 4,824 ( 14,998 ) - Other comprehensive income $ 11,772 $ ( 2,159 ) $ 9,613 $ - $ 12,965 $ 5,841 $ 18,806 $ ( 31 ) Comprehensive income $ 88,795 $ - $ 85,966 $ 42 12 Table of Contents Nine Months Ended August 29, 2026 Nine Months Ended August 30, 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 $ 168,031 $ - $ 122,236 $ 106 Foreign currency translation¹ $ 39,156 $ - 39,156 24 $ 139,592 $ - 139,592 34 Defined benefit pension plans adjustment² ( 25 ) 16 ( 9 ) - 591 ( 162 ) 429 - Interest rate swaps³ 12,637 ( 3,075 ) 9,562 - ( 9,146 ) 2,226 ( 6,920 ) - Net investment hedges³ 492 ( 120 ) 372 - ( 70,646 ) 17,193 ( 53,453 ) - Other comprehensive income $ 52,260 $ ( 3,179 ) $ 49,081 $ 24 $ 60,391 $ 19,257 $ 79,648 $ 34 Comprehensive income $ 217,112 $ 24 $ 201,884 $ 140 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: August 29, 2026 Non- H.B. Fuller controlling Total Stockholders Interest Foreign currency translation adjustment $ ( 150,908 ) $ ( 150,908 ) $ - Defined benefit pension plans adjustment, net of taxes of $ 47,276 ( 67,174 ) ( 67,174 ) - Interest rate swaps, net of taxes of $ 1,384 ( 4,304 ) ( 4,304 ) - Net investment hedges, net of taxes of $ 27,410 ( 85,238 ) ( 85,238 ) - Reclassification of AOCI tax effects ( 18,341 ) ( 18,341 ) - Accumulated other comprehensive loss $ ( 325,965 ) $ ( 325,965 ) $ - 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 9: Income Taxes 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 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. 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. 13 Table of Contents Note 10 Earnings Per Share A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows: Three Months Ended Nine Months Ended August 29, August 30, August 29, August 30, (Shares in thousands) 2026 2025 2026 2025 Weighted-average common shares - basic 54,235 54,428 54,465 54,623 Equivalent shares from share-based compensations plans 671 734 698 758 Weighted-average common and common equivalent shares diluted 54,906 55,162 55,163 55,381 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 2,635,442 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. Note 11: Financial Instruments Overview As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables. We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings. We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis. Cash Flow Hedges On January 12, 2023, we entered into an interest rate swap agreement to convert $ 400,000 of our variable rate 1 -month LIBOR debt to a fixed rate of 3.6895 percent that matures on January 12, 2028. On February 28, 2023, after refinancing our debt, we amended t he interest rate swap agreement to our 1 -month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform . The 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. 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 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. 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 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. 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. 14 Table of Contents 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 Nine Months Ended August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025 Interest rate swap contracts $ 3,469 $ ( 4,424 ) $ 12,637 $ ( 9,146 ) 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 $ 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. 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 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. 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. 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. As a result, the 1 -month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent. On July 17, 2023, we amended the 1 -month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform . As of August 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. 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 $ 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 . Derivatives Not Designated as Hedging Instruments We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities. See Note 12 for the fair value amounts of these derivative instruments. As of August 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 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. On 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. See Note 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 August 29, 2026 , there w ere no signific ant concentrations of credit risk. 15 Table of Contents Note 12: Fair Value Measurements Overview Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability. Balances Measured at Fair Value on a Recurring Basis The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of August 29, 2026 and November 29, 2025 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. August 29, Fair Value Measurements Using: Description 2026 Level 1 Level 2 Level 3 Assets: Marketable securities $ 6,948 $ 6,948 $ - $ - Foreign exchange contract assets 159 - 159 - Interest rate swaps, cash flow hedge assets 4,140 - 4,140 - Forward exchange contract related to a pending acquisition 19,713 - 19,713 - Liabilities: Foreign exchange contract liabilities $ 14 $ - $ 14 $ - Interest rate swaps, fair value hedge liabilities 20,932 - 20,932 - Net investment hedge liabilities 112,180 - 112,180 - Contingent consideration and holdback liabilities 25,725 - - 25,725 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 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. The following table provides details of this Level 3 liability. Amounts Balance at November 29, 2025 $ 33,578 Payment of holdback liability ( 11,596 ) Additions 3,207 Interest 485 Foreign currency translation adjustment 51 Balance at August 29, 2026 $ 25,725 16 Table of Contents 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 $ 2,076,102 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. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange. Note 13: Commitments and Contingencies Environmental Matters We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $ 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. Other Legal Proceedings From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow. We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought. A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party. In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent. A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows: Nine Months Ended 3 Years Ended August 29, 2026 August 30, 2025 November 29, 2025 Lawsuits and claims settled 9 7 28 Settlement amounts $ 963 $ 369 $ 5,882 Insurance payments received or expected to be received $ 668 $ 252 $ 3,547 17 Table of Contents 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. 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. 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. 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. Note 14: Share Repurchase Program On April 22, 2022, the Board of Directors authorized a share repurchase program of up to $ 300,000 of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchasing shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. During the third quarter 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 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. Note 15: 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, 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. 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 August 29, 2026 Adhesives Adhesives Solutions Total Unallocated Consolidated Net revenue $ 412,965 $ 278,700 $ 246,510 $ 938,175 $ - $ 938,175 Segment expenses and other items 1 340,192 212,253 201,750 754,195 ( 2,729 ) 751,466 Adjusted EBITDA $ 72,773 $ 66,447 $ 44,760 $ 183,980 $ 2,729 $ 186,709 Depreciation and amortization 16,690 15,622 13,532 45,844 198 46,042 Capital Expenditures 4,280 7,251 3,776 15,307 21,966 37,273 18 Table of Contents Hygiene, Health Building Three Months Ended: and Consumable Engineering Adhesive Segment Corporate H.B. Fuller August 30, 2025 Adhesives Adhesives Solutions Total Unallocated Consolidated Net revenue $ 386,068 $ 272,297 $ 233,678 $ 892,043 $ - $ 892,043 Segment expenses and other items 1 320,744 208,870 192,205 721,819 ( 368 ) 721,451 Adjusted EBITDA $ 65,324 $ 63,427 $ 41,473 $ 170,224 $ 368 $ 170,592 Depreciation and amortization 16,627 15,607 13,064 45,298 261 45,559 Capital Expenditures - 4,916 3,007 7,923 22,136 30,059 Hygiene, Health Building Nine Months Ended and Consumable Engineering Adhesive Segment Corporate H.B. Fuller August 29, 2026 Adhesives Adhesives Solutions Total Unallocated Consolidated Net revenue $ 1,181,353 $ 804,387 $ 673,549 $ 2,659,289 $ - $ 2,659,289 Segment expenses and other items 1 984,979 626,237 565,765 2,176,981 ( 4,150 ) 2,172,831 Adjusted EBITDA $ 196,374 $ 178,150 $ 107,784 $ 482,308 $ 4,150 $ 486,458 Depreciation and amortization 49,945 47,130 40,607 137,682 778 138,460 Capital Expenditure 22,069 22,237 15,987 60,293 81,360 141,653 Hygiene, Health Building Nine Months Ended and Consumable Engineering Adhesive Segment Corporate H.B. Fuller August 30, 2025 Adhesives Adhesives Solutions Total Unallocated Consolidated Net revenue $ 1,151,768 $ 785,474 $ 641,559 $ 2,578,801 $ - $ 2,578,801 Segment expenses and other items 1 977,590 614,518 540,749 2,132,857 ( 4,664 ) 2,128,193 Adjusted EBITDA $ 174,178 $ 170,956 $ 100,810 $ 445,944 $ 4,664 $ 450,608 Depreciation and amortization 46,165 47,711 38,601 132,477 362 132,839 Capital Expenditure 3,582 15,373 13,732 32,687 61,906 94,593 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. Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA: Three Months Ended Nine Months Ended August 29, August 30, August 29, August 30, 2026 2025 2026 2025 Net income attributable to H.B. Fuller $ 79,182 $ 67,160 $ 168,031 $ 122,236 Adjustments: Acquisition project costs ( 10,358 ) 518 ( 8,033 ) 13,948 Organizational realignment 5,834 4,620 20,269 20,028 Project One 2,700 2,499 8,140 8,146 Other 1 8,387 1,711 11,317 1,755 Discrete tax items ( 2,075 ) ( 3,742 ) ( 1,621 ) 11,210 Income tax effect on adjustments ( 242 ) ( 3,402 ) ( 5,628 ) ( 13,309 ) Adjusted net income attributable to H.B. Fuller 83,428 69,364 192,475 164,014 Add: Interest expense 2 32,953 33,369 97,910 99,884 Interest income ( 2,489 ) ( 1,110 ) ( 6,519 ) ( 3,064 ) Adjusted Income taxes 26,973 23,671 64,910 57,297 Depreciation and Amortization expense 3 45,844 45,298 137,682 132,477 Adjusted EBITDA $ 186,709 $ 170,592 $ 486,458 $ 450,608 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. 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. 19 Table of Contents We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods: Three Months Ended August 29, 2026 Hygiene, Health Building and Consumable Engineering Adhesive Segment Adhesives Adhesives Solutions Total Americas $ 221,246 $ 120,747 $ 141,732 $ 483,725 EIMEA 133,534 70,289 86,563 290,386 Asia Pacific 58,185 87,664 18,215 164,064 Total $ 412,965 $ 278,700 $ 246,510 $ 938,175 Three Months Ended August 30, 2025 Hygiene, Health Building and Consumable Engineering Adhesive Segment Adhesives Adhesives Solutions Total Americas $ 215,634 $ 117,894 $ 130,236 $ 463,764 EIMEA 122,251 59,778 87,934 269,963 Asia Pacific 48,183 94,625 15,508 158,316 Total $ 386,068 $ 272,297 $ 233,678 $ 892,043 Nine Months Ended August 29, 2026 Hygiene, Health Building and Consumable Engineering Adhesive Segment Adhesives Adhesives Solutions Total Americas $ 637,265 $ 348,616 $ 368,512 $ 1,354,393 EIMEA 370,710 195,587 253,089 819,386 Asia Pacific 173,378 260,184 51,948 485,510 Total $ 1,181,353 $ 804,387 $ 673,549 $ 2,659,289 Nine Months Ended August 30, 2025 Hygiene, Health Building and Consumable Engineering Adhesive Segment Adhesives Adhesives Solutions Total Americas $ 651,007 $ 334,265 $ 352,396 $ 1,337,668 EIMEA 351,256 171,594 245,170 768,020 Asia Pacific 149,505 279,615 43,993 473,113 Total $ 1,151,768 $ 785,474 $ 641,559 $ 2,578,801 20 Table of Contents